New Zealand King Salmon Investments : Offer document

New Zealand King Salmon Investments Limited

Offer Document

2.85 for 1 Renounceable Rights Offer

13 April 2022

This is an important document. You should read the whole document before deciding what action to take with your Rights. If you have any doubts as to what you should do, please consult your broker, financial, investment or other professional advisor.

CONTENTS

IMPORTANT INFORMATION 3

PART 1: LETTER FROM THE CHAIR 5

PART 2: OFFER AT A GLANCE 7

PART 3: IMPORTANT DATES 8

PART 4: DETAILS OF THE OFFER 9

GLOSSARY 15

DIRECTORY 18

IMPORTANT INFORMATION

General Information

The Offer is made under the exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 and pursuant to the provisions of section 708AA of the Corporations Act 2001 (Cth) (as modified by ASIC Instrument 22-0265).

This document is not a product disclosure statement or other disclosure document for the purposes of the FMCA, the Corporations Act or any other law, has not been lodged with the Financial Markets Authority or ASIC, and does not contain all of the information that an investor would find in a product disclosure statement or other disclosure document, or which may be required in order to make an informed investment decision about the Offer or NZKS.

Additional information available under continuous disclosure obligations

NZKS is subject to continuous disclosure obligations under the NZX Listing Rules. You can find market releases by NZKS at nzx.com and at asx.com.au under the code "NZK".

NZKS may, during the period of the Offer, make additional releases to the NZX and the ASX. To the maximum extent permitted by law, no release by NZKS to the NZX or the ASX will permit an applicant to withdraw any previously submitted application without NZKS' prior consent.

Offering Restrictions

This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation.

This Offer Document may not be sent or given to any person who is not an Eligible Shareholder in circumstances in which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand or Australia may be restricted by law. In particular, this Offer Document may not be distributed to anyperson, and the New Shares may not be offered or sold, in any country outside New Zealand or Australia except to Institutional Investors or as NZKS may otherwise determine in compliance with applicable laws. Further details on the offering restrictions that apply are set out in the section of this Offer Document headed "Details of the Offer".

This Offer Document is not for distribution or release in the United States. This Offer Document does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The Rights and the New Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to comply with such restrictions may contravene applicable securities law. NZKS disclaims all liability to such persons.

Changes to the Offer

Subject to the NZX Listing Rules, NZKS reserves the right to alter the dates set out in this Offer Document. Additionally, NZKS reserves the right to withdraw the Offer and the issue of New Shares at any time before the Allotment Date at its absolute discretion.

No Guarantee

No guarantee is provided by any person in relation to the New Shares to be issued under the Offer. Likewise, no warranty is provided with regard to the future performance of NZKS or any return on any investments made pursuant to this Offer Document.

Decision to participate in the Offer

The information in this Offer Document does not constitute a recommendation to acquire

New Shares nor does it amount to financial product advice. This Offer Document has been prepared without taking into account the particular needs or circumstances of any investor, including their investment objectives, financial and/or tax position.

Privacy

Any personal information you provide online will be held by NZKS and/or the Share Registrar at the addresses set out in the Directory. This information will be used for the purposes of administering your investment in NZKS. This information will only be disclosed to third parties with your consent or if otherwise required by law. Under the Privacy Act 2020 and the Australian PrivacyAct 1988 (Cth), you have the right to access and correct any personal information held about you.

Enquiries

Enquiries about the Offer can be directed to an NZX Primary Market Participant, or your solicitor, accountant or other professional adviser. If you have any questions about how to apply online, please contact the Share Registrar.

Defined terms

Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary at the back of this Offer Document.

PART 1: LETTER FROM THE CHAIR

13 April 2022

Dear Shareholder,

On behalf of the directors of New Zealand King Salmon Investments Limited (NZKS), I am pleased to present you with the opportunity to participate in this Offer of New Shares to repay all outstanding debt and strengthen NZKS' balance sheet, providing the business with significant liquidity as it resets its farming model whilst navigating heightened mortality and the ongoing impacts of the Covid-19 pandemic.

Update on FY22 summer mortality and aquaculture farming model

Fish performance continues to be a key focus for the business and the mortality events during FY22 dictate major change is required to ensure our farming strategy is more sustainable over the long term. Warm summer temperatures have been the main factor of multifactorial mortality events with approximately 2/3 of mortality biomass from warmer sites occurring between January and April when the fish are generally smaller. In light of FY22 mortality, NZKS has reviewed the underlying risk factors and has revised our farming strategy. We will avoid the higher water temperatures associated with the Pelorus and Queen Charlotte Sounds over the summer months. The company will focus on the cooler Tory Channel farms and utilise the nearby Queen Charlotte farms to tow stock to, after summer, for harvest before the following summer.

Equity raise

Today, NZKS has announced a fully underwritten NZ$60.1 million pro rata Rights Offer. The proceeds of the equity raise will be used to deleverage NZKS' balance sheet and provide liquidity and funding for medium term operating requirements.

Post the equity raise, NZKS will have total liquidity of NZ$13.2 million, providing the company with significant flexibility as it transitions its farming model and navigates the ongoing impacts of the Covid-19 pandemic.

NZKS is undertaking an approximately NZ$60.1 million offer of New Shares via an underwritten pro rata Rights Offer to existing shareholders. Under the Rights Offer, Eligible Shareholders may subscribe for 2.85 New Shares for every 1 existing share held as at 7.00pm (NZST) on 26 April 2022, at a price of NZ$0.15 per share.

Eligible Shareholders have until 5.00pm (NZST) on 6 May 2022 to apply at the following link:www.shareoffer.co.nz/nzks.

Oregon Group has pre-committed to take up NZ$23.8m of its rights (representing 100% of its entitlement). The board of NZ King Salmon unanimously supports the Rights Offer and the directors of NZ King Salmon have pre-committed to subscribe for a further NZ$2.51m of shares.

Shareholders who choose not to take up their rights, or who renounce their rights, will have their percentage shareholding diluted.

We are also pleased to offer Eligible Retail Shareholders who take up their rights in full the opportunity to apply for additional New Shares attributable to any unexercised rights up to 100% of their entitlements.