Angel Seafood : AS1 receives indicative, non-binding & conditional proposal

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Angel Seafood receives indicative, non-binding and conditional proposal from

Laguna Bay and grants exclusivity

20 December 2021 - Angel Seafood Holdings Ltd (ASX: AS1) (the "Company" or "Angel") has received an indicative, non-binding and conditional proposal from Laguna Bay Group Pty Ltd ("Laguna Bay") to purchase all of the shares in Angel (which entities associated with Laguna Bay do not already own)1 by way of a scheme of arrangement at an indicative all cash consideration of $0.20 per share (the "Indicative Proposal").

The indicative all cash consideration of $0.20 per share represents:

• a 60% premium to Angel's closing share price on 17 December 2021 of $0.125 per share; and
• a 50% premium to Angel's volume weighted average share price over the 30 day period prior to 17 December 2021 of $0.133 per share.

Laguna Bay has indicated that the Indicative Proposal was formulated based on several key assumptions, including Laguna Bay's strong preference that Isaac Halman (being Angel's Founder, Chief Executive Officer and Director) and his associated entities retain a significant proportion of their shareholding in Angel - the form and extent of such retention (if any) sought by Laguna Bay has not been confirmed.

The Indicative Proposal is subject to several key conditions, including Laguna Bay conducting due diligence, Laguna Bay receiving all necessary approvals or regulatory waivers or relief, final approval by Laguna Bay's investment committee, recommendation by the Board of Angel, and the parties finalising the detailed structure and entering into a scheme implementation agreement.

Following careful consideration, and consultation with its advisers, the Board of Angel considers that it is in the best interests of Angel's shareholders to engage further with Laguna Bay on the Indicative Proposal. Accordingly, Angel has entered into an exclusivity deed and a cost letter with Laguna Bay to provide it with the opportunity to conduct due diligence on an exclusive basis to enable it to put forward a binding offer (the "Exclusivity Deed"). A copy of the Exclusivity Deed and cost letter are annexed to this announcement, the key terms of which include an exclusivity period expiring on 10 February 2022 (subject to a fiduciary carve out), a right for either party to terminate by giving notice, and an obligation for Angel to reimburse Laguna Bay for costs incurred during the exclusivity period (capped at $200,000) in certain circumstances.

The Board of Angel notes that there is no certainty that the Indicative Proposal will result in a binding offer or result in the entry into a scheme implementation agreement.

Shareholders do not need to take any action in relation to the Indicative Proposal.

This announcement was approved for release by the Board.

1 Laguna Bay and its associated entities already hold a relevant interest in 19.946% of the shares in Angel.

Angel Seafood Holdings Ltd (ACN 615 035 366)	angelseafood.com.au
48 Proper Bay Road, Port Lincoln, SA, 5606	(ASX: AS1)

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Further Information

Any questions or requests for further information should be directed via email to:

Angel Seafood Holdings Ltd	Investor contact
Simba Matute, CFO	Eric Kuret
M: [phone]	M: [phone]
E:[e-mail]	E:[e-mail]

Media contact

Tristan Everett

P: [phone]

E:[e-mail]

About Angel Seafood Holdings Ltd

Angel Seafood is a producer of fresh, clean and consistently high-quality oysters that don't compromise the environment. Angel has grown from a family-operated South Australian business and has rapidly developed from a traditional oyster- growing business into a premium, innovative and organically certified producer of Coffin Bay Oysters. The Company primarily sells oysters to the domestic market; however, exports represent a substantial long-term growth opportunity.

Angel Seafood is the Southern Hemisphere's largest sustainable and organic certified pacific oyster producer.

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Annexure - Exclusivity Deed and cost letter

See over page

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ONE ONE ONE Eagle Street

111 Eagle Street, Brisbane QLD 4000, Australia

GPO Box 9925, Brisbane QLD 4001, Australia

Tel [phone]

Fax [phone]

www.corrs.com.au

Laguna Bay Group Pty Ltd

Angel Seafood Holdings Limited

Exclusivity Deed

Ref:H/AH

LAGU24524-9173255 Legal/77607577_2

© Corrs Chambers Westgarth

Sydney

Melbourne

Brisbane

Perth

Port Moresby

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Corrs Chambers Westgarth

Contents

1	Definitions	1
2	Exclusivity	4
	2.1	No current discussions regarding a Competing Proposal	4
	2.2	No shop	4
	2.3	No talk	4
	2.4	Fiduciary carve out	5
	2.5	Exceptions to the exclusivity arrangement	5
	2.6	Angel legal advice	6
3	Term and Termination	6
4	Other Acknowledgments	6
	4.1	Proposed Transaction	6
5	General	6
	5.1	Governing law and jurisdiction	6
	5.2	Counterparts	6
	5.3	Interpretation	6
	5.4	Headings	7

Legal/77607577_2 Exclusivity Deed