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FSH

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Share Name Share Symbol Market Type
TSXV:FSH TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

AgriMarine Closes Initial Tranche of Private Placement

12/03/2012 11:30am

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

AgriMarine Holdings Inc. (TSX VENTURE:FSH)(OTCQX:AGMHF)(FRANKFURT:A2G) (the
"Company" or "AgriMarine"), the leader in floating solid-wall containment
technology and production for sustainable aquaculture, is pleased to announce
that, further to its news release dated February 24, 2012, the Company has now
closed the initial tranche of its non-brokered private placement pursuant to
which it has now issued from treasury an aggregate of 23,525,000 units (each a
"Unit") of the Company, at a subscription price of $0.20 per Unit, for gross
proceeds to the Company of $4,705,000 (the "Private Placement").


Each Unit is comprised of one common share (each a "Share") and one-half of one
transferable share purchase warrant (each a "Warrant") of the Company, and each
whole Warrant now entitles the holder thereof to purchase one additional common
share (each a "Warrant Share") of the Company at an exercise price of $0.30 per
Warrant Share up to and including March 9, 2014.


Finder's fees of $329,350 in cash and 1,585,500 finder's warrants (each a
"Finder's Warrant") have now been paid and issued in conjunction with the
initial closing of the Private Placement. Each Finder's Warrant entitles the
holder thereof to purchase one common share of the Company at an exercise price
of $0.20 per common share up to and including March 9, 2013.


All Shares issued pursuant to the Offering and any Warrant Shares issued in
connection with the exercise of any of the Warrants, if any, will be subject to
a hold period expiring on July 10, 2012, in accordance with the policies of the
TSX Venture Exchange and applicable securities laws.


Dundee Corporation acquired 15,000,000 Units under the Private Placement and
upon closing now holds 13.86% of the Company's common shares on a non-diluted
basis. In connection with the Private Placement, the Company granted Dundee
Corporation the right to participate in future equity financings of the Company
in order to maintain its then current equity position in the Company.


The net proceeds from the Private Placement will be used by the Company for
working capital and general corporate purposes.


This press release is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States or to or for the
account or benefit of US persons (as such terms are defined in Regulation S
under the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), absent registration or an exemption from registration. The securities
offered have not been and will not be registered under the U.S. Securities Act
or any state securities laws and, therefore, may not be offered for sale in the
United States, except in transactions exempt from registration under the U.S.
Securities Act and applicable state securities laws. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.


About AgriMarine Holdings Inc.

Canadian-based AgriMarine is an aquaculture technology company engaged in the
development, commercialization and licensing of proprietary solid-wall closed
containment systems for the rearing of finfish. The Company utilizes its
innovative, clean technology to rear salmon and trout in its farms in China and
Canada. The AgriMarine System can be applied worldwide in warm or cold climate
conditions, in oceans, reservoirs and lakes. The AgriMarine System addresses
sustainability issues in finfish aquaculture, creates an optimal fish rearing
environment, offers a better farm management system with added economic and
environmental benefits and meets consumer and retailer demands for sustainable
aquaculture.


Forward-Looking Information

Information set forth in this news release may involve forward-looking
statements. Forward-looking statements are statements that relate to future, not
past, events. In this context, forward-looking statements often address a
company's expected future business and financial performance, and often contain
words such as "anticipate", "believe", "plan", "estimate", "expect", and
"intend", statements that an action or event "may", "might", "could", "should",
or "will" be taken or occur, or other similar expressions. By their nature,
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements,
or other future events, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following risks: risks
associated with marketing and sale of securities; the need for additional
financing; reliance on key personnel; the potential for conflicts of interest
among certain officers or directors with certain other projects; and the
volatility of common share price and volume. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or other
circumstances should change. Investors are cautioned against attributing undue
certainty to forward-looking statements.


THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE
UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT
UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED
IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.


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