Agronomics Limited Announces Further Equity Investment in BlueNalu

Rhea-AI Summary

Agronomics (OTC:AGNMF) has subscribed for US$600,000 of Convertible Promissory Notes and purchased 1,012,229 Preferred Shares in BlueNalu for approximately US$6,000,000, satisfied by issuing 30,643,003 Agronomics ordinary shares at 14.65p each.

After the transactions and completion of BlueNalu's CPN round, Agronomics' stake in BlueNalu is expected to be 12.96% fully diluted; Agronomics will hold 2,519,609 Preferred Shares with a book value of ~US$15,540,000. CPNs convert on a qualifying financing (≥US$10m) with a 20% discount or valuation cap. Admission of the new Agronomics shares to AIM is expected on or around 7 January 2026.

Positive

• Expected stake of 12.96% in BlueNalu (fully diluted)
• Preferred holdings book value approximately US$15,540,000
• Share subscription increases alignment with BlueNalu via equity
• CPN features 20% discount on qualified financing conversion

Negative

• Issue of 30,643,003 new shares increases share count to 1,046,548,833
• Cash outflow of US$600,000 for CPN reduces available resources
• BlueNalu preferred shares subject to one-year lock-in and sale limits

Participation in BlueNalu's 2025 Convertible Promissory Note Round
Further equity investment of US$ 6 million in BlueNalu
Issue of Equity and TVR

DOUGLAS, ISLE OF MAN / ACCESS Newswire / December 30, 2025 / Agronomics Limited ("Agronomics" or the "Company")

The Board of Agronomics announces that the Company has subscribed for US$ 600,000 (approximately £446,500) of Convertible Promissory Notes ("CPNs") issued by BlueNalu, Inc. ("BlueNalu"). Concurrent with the subscription for CPNs, the Company has also subscribed for 1,012,229 new Preferred Shares at a price of approximately US$ 5.93 (total subscription value US$ 6,000,000) (the "Share Subscription"), with consideration for the Share Subscription to be satisfied by the issue of 30,643,003 new Ordinary Shares of the Company, each new share issued at a price equal to 14.65 pence (being the net asset value per share as at 30 September 2025). The subscription for the CPNs will be satisfied using cash from the Company's existing available resources. Following the Share Subscription and the consummation of BlueNalu's Convertible Promissory Note Round, Agronomics' interest in BlueNalu is expected to be 12.96% on a fully diluted basis.

The CPN funding is being led by experienced investors in food tech, including Lewis & Clark AgriFood Fund II LLP and Siddhi Capital Fund I L.P. Investor's participating at the initial closing of the Convertible Promissory Note Round invested proceeds of approximately US$ 8 million, inclusive of the US$ 600,000 investment by the Company and an additional investment by New Agrarian Company Limited, an affiliate of the Company, for US$ 600,000. Jim Mellon, the Executive Chair of the Company is also a shareholder of New Agrarian Company Limited. The terms of CPN are set out at the end of this announcement.

The new shares issued to BlueNalu shall be subject to agreed lock-in and orderly market arrangements for a year from Admission. In particular, BlueNalu shall be restricted in relation to its shareholding from a) releasing more than 1/12^th of the Agronomics shares per calendar month, b) trading more than 10% of the prior day's volume, c) trading below 95% opening price, and d) appointing a third-party broker without first giving a right of first refusal to the Company's appointed broker(s) to sell their shares. The lock-in restrictions will not apply in certain circumstances such as an offer for the Company.

Use of Proceeds

Proceeds from the investment will support BlueNalu's continued progress toward the planned market introduction of its cell-cultivated bluefin tuna toro, including advancing regulatory engagement in the United States and selected international markets, supporting initial commercial launch activities with premium foodservice partners, and continuing process optimization and manufacturing readiness. The funding will also support the strengthening of strategic partnerships across the value chain.

Jim Mellon, Non-Executive Chair of Agronomics, commented:-

"We are delighted to play a leading role in the latest funding round of BlueNalu. Whilst the round reflects an updated valuation, Agronomics' preferred equity and convertible note position provides strong downside protection and supports our increased ownership, and we are excited about the prospect of holding nearly 13% of BlueNalu. The success of BlueNalu is more important than ever for Agronomics and we will do everything we can to support Lou Cooperhouse (the CEO and Founder), Lauran Madden, PhD (CTO) and the management team deliver on their business plan, which is bold and ambitious in scale and has the potential to turn BlueNalu into a very large and valuable company as consumers embrace their cultivated bluefin tuna and other seafood products."

Lou Cooperhouse, founder, CEO and president of BlueNalu, added:

"Continued support from Agronomics and our long-standing investors reinforces confidence in BlueNalu's strategy, execution, and leadership position within cultivated seafood. We expect this investment to allow us to remain focused on disciplined commercialization, advancing regulatory pathways, and working closely with partners across the value chain as we prepare to introduce cultivated bluefin tuna toro to the market."

Agronomics current interest in BlueNalu

As part of the fundraise, preferred shares previously held by the Company have been converted to a single class of new Preferred Shares, ranking pari passu with all other preferred shares in issue. Following the subscription and purchase of the CPN, Agronomics will hold 2,519,609 Preferred Shares of BlueNalu with a book value, inclusive of the CPN investment (at face value), of approximately US$ 15,540,000. Following the Share Subscription and the consummation of BlueNalu's Convertible Promissory Note Round, Agronomics is expected to hold approximately 12.96% of BlueNalu issued shares (on a fully diluted basis).

The CPN shall automatically convert into preferred shares of BlueNalu upon a qualified financing (being a fundraise of not less than US$ 10 million). The conversion price is calculated as the lower of (i) the price paid per share for preferred stock in a qualifying fundraise multiplied by 0.8, or (ii) a valuation cap as set forth in the CPN.

TVR

Application has been made for the total of 30,643,003 new Ordinary Shares, which will rank pari passu with all existing Ordinary Shares, to be admitted to trading on AIM. Admission is expected on or around 7 January 2026.

Following the issue of the new shares, the Company's issued share capital will consist of 1,046,548,833 Ordinary Shares of no-par value, with voting rights. The Company does not hold any Ordinary Shares in Treasury. Shareholders should therefore use 1,046,548,833 (being the Company's issued share capital) as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Agronomics Limited	Beaumont Cornish Limited	Cavendish Capital Markets Limited	33Seconds Limited
The Company	Nomad	Joint Broker	Public Relations
Jim Mellon Denham Eke	Roland Cornish James Biddle	Giles Balleny Michael Johnson	Jack Ferris Amber Carr
+44 (0) 1624 639396 info@agronomics.im	+44 (0) 207 628 3396	+44 (0) 207 397 8900	agronomics@33seconds.co

About BlueNalu, Inc.

BlueNalu is a San Diego-based cell-cultivated seafood company and a recognized leader in the development of cultivated seafood products. Founded in 2018, the company produces premium seafood directly from fish cells, designed to deliver consistency, quality, and reliability for culinary and foodservice applications. BlueNalu's first product, cultivated bluefin tuna toro, is being developed for sushi and fine-dining markets, with commercialization planned following regulatory approval. The company works closely with regulators, chefs, distributors, and strategic partners globally to advance a scalable and responsible approach to cultivated seafood.

About Agronomics

Agronomics is the leading listed venture capital firm with a focus on cellular agriculture. The Company has established a portfolio of over 20 companies at the Pre-Seed to Series C stage in this rapidly advancing sector. It seeks to secure minority stakes in companies owning technologies with defensible intellectual property that offer new ways of producing food and materials with a focus on products historically derived from animals. These technologies are driving a major disruption in agriculture, offering solutions to improve sustainability, as well as addressing human health, animal welfare and environmental damage. This disruption will decouple supply chains from the environment and animals, as well as being fundamental to feeding the world's expanding population.

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated Adviser and is authorized and regulated in the United Kingdom by the Financial Conduct Authority. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in the announcement or any matter referred to in it.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: Agronomics Limited

View the original press release on ACCESS Newswire

FAQ

What did Agronomics announce about its investment in BlueNalu (AGNMF) on December 30, 2025?

Agronomics subscribed for US$600,000 of CPNs and bought 1,012,229 Preferred Shares for ~US$6,000,000, issuing 30,643,003 new ordinary shares.

How large will Agronomics' ownership of BlueNalu be after the December 2025 transaction (AGNMF)?

Agronomics' interest is expected to be 12.96% on a fully diluted basis after the share subscription and CPN round.

What are the Convertible Promissory Note (CPN) conversion terms in the BlueNalu round?

CPNs automatically convert on a qualifying financing (≥US$10 million) at the lower of a 20% discount to the qualifying price or a valuation cap.

How will Agronomics fund the US$600,000 CPN investment (AGNMF)?

The US$600,000 CPN subscription will be satisfied from Agronomics' existing available cash resources.

When will the new Agronomics ordinary shares issued for the BlueNalu subscription be admitted to AIM?

Admission of the 30,643,003 new ordinary shares is expected on or around 7 January 2026.

How many BlueNalu preferred shares will Agronomics hold after the transaction (AGNMF)?

Agronomics will hold 2,519,609 Preferred Shares in BlueNalu with a combined book value of ~US$15,540,000.