Market announcement

Title

The Terms of Private Placement of AS PRFoods Subordinated Convertible Notes

Message

THIS NOTICE IS NOT INTENDED FOR PUBLICATION, ALLOCATION OR TRANSMISSION, IN PART
OR WHOLLY, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG
KONG,  JAPAN, NEW ZEALAND, SINGAPORE, SOUTH  AFRICA, OR ELSEWHERE THE DISCLOSURE
OR TRANSMISSION OF THIS INFORMATION IS NOT ALLOWED.

By  a  company  announcement  dated  07.05.2021 (as  corrected by the correction
announcement  dated  18.05.2021), AS  PRFoods  (hereinafter  "PRFoods") informed
investors that it was planning an issue of subordinated convertible notes in the
amount  of up to  3,500,000 EUR. PRFoods hereby  additionally notifies that - in
accordance  with  the  resolutions  of  the  supervisory  board of PRFoods dated
14.05.2021, whereby  the  supervisory  board  of  PRFoods approved the principal
terms  and conditions  of the  said note  issue, and considering the resolutions
adopted  on  24.05.2021 by  the  general  meeting  of  shareholders  of PRFoods,
whereunder, among others, authorisation to increase the share capital of PRFoods
was  granted to the supervisory  board of PRFoods for  the purposes of executing
the  said issue  -  the  management of  PRFoods is,  under its resolutions dated
24.05.2021, 31.05.2021 and   04.06.2021, conducting   a   private  placement  of
subordinated  convertible notes, whereas  in accordance with  the resolutions of
the  management board dated 04.06.2021, the prolonged subscription period of the
subordinated  convertible notes  shall continue  until 17:00 (Estonian  time) on
14.06.2021.

In  the course of the referred issue,  PRFoods is issuing up to 350 subordinated
convertible notes with the nominal value and issue price of EUR 10,000 per note,
and  with maturity date of 01.10.2025 and interest rate of 7% per calendar year.
The  payment obligations  of PRFoods  arising from  the subordinated convertible
notes  are  subordinated  to  other  unsubordinated payment obligations thereof,
wherefore  limited early redemption rights apply to the subordinated convertible
notes.  The  conversion  of  the  subordinated  convertible notes into shares of
PRFoods  may be requested twice  per calendar year prior  to designated dates (1
April  and 1 October) at the fixed conversion  price of EUR 0.34 approved by the
supervisory  board  of  PRFoods  as  part  of  its  14.05.2021 resolutions.  The
subordinated convertible notes may be listed on Nasdaq Tallinn Stock Exchange or
on the alternative market First North.

As  PRFoods explained in the announcement  dated 07.05.2021 (as corrected by the
correction  announcement dated 18.05.2021), the purpose  of the issue by PRFoods
of  the subordinated  convertible notes  is to  reinforce the  capital structure
thereof (among others, the refinancing of existing loans, increasing the working
capital  and financing the fish farming investments) and facilitate the smoother
and  faster  recovery  by  the  company  and  its subsidiaries from the negative
impacts caused by COVID-19 in the upcoming 2021/2022 financial year.

The  private placement of PRFoods' subordinated convertible notes is targeted at
Estonian  and foreign qualified investors (within the meaning of Regulation (EU)
2017/1129 of   the   European  Parliament  and  of  the  Council  and  Directive
2014/65/EU) only,  wherefore no public  offering prospectus will  be prepared or
published  in connection with the placement. PRFoods has been informed by, among
others,  the shareholder of  AS PRFoods, Amber  Trust II S.C.A,  of its wish and
willingness  to support reinforcement of the capital structure of PRFoods by way
of  subscription to the subordinated  convertible notes, which shareholder will,
in  the  context  of  its  subscription,  also offset its claims towards PRFoods
arising from the EUR 1,500,000 investment loan agreement dated 14.07.2017.

Qualified   investors   can   submit  subscription  undertakings  regarding  the
subordinated  convertible notes until the expiry  of the subscription period and
in accordance with the terms and conditions of subordinated convertible notes of
PRFoods approved on 24.05.2021 and the final terms approved on 04.06.2021, which
terms  and final terms can be inspected  by way of approaching the management of
PRFoods  or  AS  Redgate  Capital  as  the financial advisor of the subordinated
convertible  notes issue. The  allocation of the  subordinated convertible notes
will  be  decided  by  the  management  of  PRFoods  after  the  expiry  of  the
subscription  period in  accordance with  the terms  referred to in the previous
sentence.  The  indicative  issue  date  for  subordinated  convertible notes is
22.06.2021.

Important information:

This announcement is not to be construed as an offer or solicitation of an offer
for  the purchase of  the Notes, nor  shall the sale  or offer of the Notes take
place in any jurisdiction where such offer, invitation or sale would be unlawful
without  the exception or qualification of law, prior to the registration of the
prospectus.

The  information  contained  in  this  notice  is  not intended to be published,
distributed  or transmitted, in whole or in part, directly or indirectly, in the
United  States,  Australia,  Canada,  Hong  Kong, Japan, New Zealand, Singapore,
South Africa, or in any other country or circumstance where publication, sharing
or transmission would be unlawful.

Additional information:
Indrek Kasela
AS PRFoods
Member of the Management Board
+372 452 1470
[email protected] (https://www.globenewswire.com/Tracker?data=O1IEIbNG-
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