FIFAX Plc, Company Announcement, 15 October 2021 at 10.00 A.M. EET

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Fifax announces the final results of its First North initial public offering; the listing will be completed as planned and the trading in the shares is expected to commence on 25 October 2021

FIFAX Plc ("Fifax" or the “Company”) announces the outcome of the initial public offering related to the listing of the Company's shares (the “Shares”) on the Nasdaq First North Growth Market Finland marketplace (the “Offering”). The Company will receive gross proceeds of approximately EUR 15.4 million from the Offering and over 1,100 new shareholders. Trading in the Company's shares is expected to commence on the Nasdaq First North Growth Market Finland marketplace (“First North”) maintained by Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 25 October 2021, assuming that Nasdaq Helsinki approves the Company's listing application.

Samppa Ruohtula, CEO of Fifax:

“It’s great to begin this new important phase in our company’s growth journey with new shareholders. We believe that the demand for sustainably produced fish will continue to increase, and we see great opportunities in land-based fish farming using our Recirculating Aquaculture Systems (RAS) technology, both in Finland and internationally. In order to enable the next phase of our growth strategy, we needed the support of a wider group of investors. The support we have now received allows us to continue our important work.”

Panu Routila, Chair of the Board of Fifax:

“We are pleased to have reached the target we set for the initial public offering, while welcoming a significant number of new institutional and private investors to complement our current shareholders and cornerstone investors who have already committed to us. We welcome all our new shareholders as they join us in our continued efforts to reduce the environmental impact of fish farming.”

The Offering in brief

• The Offer Shares (as defined below) were offered in the Offering for a fixed subscription price of EUR 2.55 per Offer Share (the “Subscription Price”). The New Shares (as defined below) were offered in the Personnel Offering (as defined below) at a discounted subscription price of EUR 2.30 per New Share.

• In the Offering, the Company shall issue 5,900,000 new shares (the "New Shares"). In addition to the New Shares, the Company shall issue, by way of a directed share issue, at the Subscription Price, 150,000 new Shares of the Company (the “Additional Shares”, together with New Shares “Offer Shares”), solely to stabilize and cover over-allotments. The Company will receive gross proceeds of approximately EUR 15.4 million from the Offering and the total number of issued and outstanding Shares in the Company will increase to 25,906,168 Shares after the New and Additional Shares to be issued in the Offering, as well as the Shares to be issued in the Share Conversion (as defined below) are registered in the Trade Register maintained by the Patent and Registration Office on or about 21 October 2021.

• The Company has committed to repurchasing Shares from Lago Kapital Ltd, acting as a stabilizing manager (the “Stabilizing Manager”), up to an amount corresponding to the number of Additional Shares at the Subscription Price (the “Put Option”) within 30 days from the commencement of the trading in the Company’s Shares on First North, i.e. on or about the time period from 25 October 2021 to 24 November 2021 (the “Stabilization Period”). The Company shall repurchase Shares only if the Stabilizing Manager has carried out stabilization measures, and only the extent the Stabilizing Manager holds Shares due to the aforementioned actions. If the Company during the Stabilization Period repurchases such a number of Shares in the Company that corresponds to the number of Additional Shares, the Company will ultimately receive gross proceeds of approximately EUR 15.0 million in the Offering, and the total number of outstanding Shares will amount to 25,756,168 Shares, when taking into account the New Shares to be issued in the Offering as well as the Shares to be issued in the Share Conversion(as defined below).

• In the Offering, (i) 881,131 Offer Shares will be allocated to private individuals and entities Finland, Sweden and Norway (the “Public Offering”); (ii) 5,124,553 Offer Shares will be allocated to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the “Institutional Offering”); and (iii) 44,316 Offer Shares will be allocated to the Company’s and its subsidiaries’ all full-time or part-time employees in a permanent employment relationship as well as to employees in a fixed-term employment relationship at the start of the subscription period, 29 September 2021, as well as to the members of the Board of Directors, the management team and the CEO (the “Personnel Offering”).

• The subscription commitments given in the Public Offering were accepted in full, in accordance with the Terms and Conditions of the Offering. In the Institutional Offering, the commitments to subscribe for Offer Shares made by Aurator Asset Management Ltd, FV Group AB, Holdix Oy Ab, Oy Etrisk Ab, Finnish Industry Investment Ltd, Special Investment Fund Säästöpankki Ympäristö (Säästöpankki Ympäristö -erikoissijoitusrahasto), Turret Oy Ab and Ålands Ömsesidiga Försäkringsbolag (together, the “Cornerstone Investors”) were accepted in full.

• The market value of the Company's outstanding shares based on the Subscription Price is approximately EUR 66 million, assuming that the Share Conversion (as defined below), is realized in full.

• The Offer Shares represent approximately 23.4 percent of all the Shares and votes after the Offering assuming that the Share Conversion (as defined below) is realized in full.

• The Company has received written confirmations from creditors of the Company’s EUR 12 million loan, which contains a share conversion clause, that they will use their right to convert the principal as well as accrued interest into Shares (“EUR 12 Million Loan Conversion”) if the First North Listing (as defined below) and Offering are executed. In addition, the principal of the approximately EUR 3,729 thousand loan on equity terms of the Company, raised between June and September 2021, is to be converted into Shares of the Company at the Subscription Price in connection with the Offering (the “EUR 3,729 Thousand Loan Conversion”), and the Company’s capital loan of approximately EUR 200 thousand, and the accrued interest thereof, shall be converted into Shares of the Company in connection with the Offering (“Capital Loan Conversion” and, together with the EUR 12 Million Loan Conversion and the EUR 3,729 Thousand Loan Conversion, the “Share Conversion”).

• Trading in the Company’s Shares is expected to commence on or about 25 October 2021 with the trading code is “FIFAX”(the "First North Listing"). Free trading with the Shares subscribed for in the Personnel Offering shall commence after the lock-up restrictions related to such Shares end.

• A confirmation notice regarding the approval of the commitments is estimated to be sent today on 15 October 2021 to all investors who participated in the in the Public Offering and the Personnel Offering. Investors that have participated in the Institutional Offering must pay for the Offer Shares that have been allocated to the Investor under the accepted subscription commitment, in accordance with instructions provided by the subscription place so that that the payment is available on the Company's account by no later than on Wednesday 20 October 2021 at 4:00 p.m. (Finnish time).

• The Offer Shares to be issued in the Public Offering and the Personnel Offering will be recorded in the book-entry accounts of investors who've given accepted subscription commitments on or about 22 October 2021.

Advisers in the Offering

Alexander Corporate Finance Oy is the Global Coordinator (the “Global Coordinator”) for the Offering. In addition, Fearnley Securities AS has been appointed as joint bookrunner for the Offering. Alexander Corporate Finance Oy will act as the Company's certified adviser in accordance with the Nasdaq First North Growth Market Rulebook. Certain legal matters in connection with the Offering have been passed upon for Fifax by Roschier, Attorneys Ltd. Certain legal matters in connection with the Offering have been passed upon the Global Coordinator by Borenius Attorneys Ltd. Miltton Ltd is acting as communications advisor to the Company.

Additional information

Samppa Ruohtula, CEO, FIFAX Plc, +358 40 559 8812
Heidi Paro, Miltton Oy, +358 44 553 8729

Certified Adviser: Alexander Corporate Finance Ltd, +358 50 520 4098

Important Information

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by FIFAX Plc (the "Company”) in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In any Member State of the European Economic Area (the "EEA"), other than Finland, Sweden or Norway, and in the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of article 2(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Alexander Corporate Finance Ltd (“ACF”) and Fearnley Securities AS ("Fearnley") are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. ACF, Fearnley or any of their directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.