Market announcement

Title

The results of the private placement of Subordinated Convertible Notes and private placement of Secured Notes of AS PRFoods / transactions with persons connected with the issuer

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  04.06.2021, AS PRFoods (hereinafter "PRFoods")
informed  investors that it was conducting  an issue of subordinated convertible
notes,  whereunder PRFoods is to issue up to 350 subordinated convertible notes,
with  the maximum aggregate nominal value  of up to EUR 3,500,000, nominal value
of  EUR 10,000 per subordinated  convertible  note,  interest  rate  of  7% per
annum and maturity date on 01.10.2025 (hereinafter the "Convertible Notes").

The subscription period for the Convertible Notes ended on 14.06.2021. In course
of  the private placement, investors  subscribed for 237 Convertible Notes, with
the  aggregate nominal value of EUR 2,370,000, i.e. for approximately 67% of the
maximum  volume of the placement. As a  result of the placement, PRFoods decided
to  allocate to investors  a total of  237 Convertible Notes, with the aggregate
nominal  value of EUR 2,370,000. PRFoods intends  to issue the Convertible Notes
which  were allocated  to investors  by the  placement on or around 22.06.2021,
after  the payment of  the subscription price  for the Convertible  Notes by the
investors.

PRFoods  hereby  informs  that  among  other  investors also the shareholders of
PRFoods  Amber  Trust  II  S.C.A.,  SICAR  (hereinafter "Amber Trust"), KJK Fund
SICAV-SIF  (hereinafter "KJK") and Lindermann, Birnbaum & Kasela OÜ (hereinafter
"LBK  OÜ") submitted  subscription undertakings  in course  of the  placement by
subscribing  for a  total of  217 Convertible Notes  with the  aggregate nominal
value  of EUR 2,170,000. The  shareholders subscribed for  the Convertible Notes
under  uniform terms  and conditions  applicable with  respect to  all investors
having  participated in  the private  placement of  the Convertible  Notes. As a
result  of the  subscription, PRFoods  allocated to  its shareholder Amber Trust
171 Convertible  Notes with the aggregate  nominal value of 1,710,000 EUR, which
issue  price will be paid by Amber Trust  by way of set-off of its claim arising
from  the EUR 1,000,000 loan agreement entered  into with PRFoods on 01.03.2021
and  partial set-off of its claim  arising from the EUR 1,500,000 loan agreement
dated  14.07.2017. 36 and 10 Convertible Notes with respective aggregate nominal
value of EUR 360,000 and EUR 100,000 were allocated by PRFoods to KJK and LBK OÜ
respectively, the issue price of which will be paid by the referred shareholders
by  way of cash payment in accordance with the terms and conditions of the Notes
dated 24.05.2021 and final terms dated 04.06.2021.

In  addition,  PRFoods  informed  investors  by  a  company  announcement  dated
07.05.2021 (as  corrected by the  correction announcement dated 18.05.2021) that
it  was  planning  a  tap-issue  of  notes  bearing  ISIN code EE3300001577 (the
"Secured Notes"), issued under the Terms and Conditions of Secured Note Issue of
PRFoods  dated 14.01.2020 (as amended on 25.02.2020), in the amount of up to EUR
1,000,000.

In  accordance with  the resolutions  of the  supervisory board of PRFoods dated
14.05.201, the  management board of PRFoods decided, under its resolutions dated
10.06.2021, to  conduct a targeted placement of Secured Notes to its shareholder
Amber  Trust. The subscription period for the Secured Notes ended on 14.06.2021
and,  as a result thereof,  Amber Trust subscribed to  all of the 10,000 Secured
Notes offered under the targeted private placement with the nominal value of EUR
100 per  Secured Note, maturity date  of 22.01.2025, early redemption rights and
fixed  interest  rate  of  6.25% per  calendar  year.  Other than as brought out
herein,  the material terms and conditions of the Secured Notes are as described
in  the company  announcement dated  07.05.2021 (as corrected  by the correction
announcement  dated 18.05.2021). The subscription price  for the Secured Notes -
designated to be EUR 100.25 per Secured Note by the management of PRFoods - will
be  fully paid by Amber Trust prior to the  issue of the Secured Notes by way of
setting  off  the  respective  issue  price  against  the  claim  of outstanding
principal  and  part  of  the  interest  under  the EUR 1,500,000 loan agreement
entered into with PRFoods on 14.07.2017.

As  in accordance  with the  securities market  act, Amber  Trust and KJK have a
qualified  holding in  PRFoods and  LBK OÜ  constitutes a company connected with
Indrek  Kasela,  the  subscription  by  Amber  Trust,  KJK  and  LBK  OÜ  to the
Convertible Notes, the subscription by Amber Trust to the Secured Notes, and the
resulting  issue of the notes thereto, as  well as the described transactions of
set-off qualify as transactions entered into with persons connected to the issue
under the rules "Requirements for Issuers" of Nasdaq Tallinn Stock Exchange.

PRFoods  is advised by Advokaadibüroo COBALT OÜ  on legal aspects and by Redgate
Capital  AS on financial matters relating to  the private placement and issue of
the Notes.

Important information:

This  announcement is not  to be construed  as an offer  or solicitation 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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