At the Meeting shareholders approved an ordinary resolution, as disclosed in the Information Circular mailed to shareholders in advance of the Meeting, to alter the share capital of the Company by way of the proposed consolidation (the “Consolidation”) of all the issued and outstanding common shares of the Company on the basis of one post-Consolidation common share of the Company for up to 15 pre-Consolidation common shares of the Company.

The Consolidation remains subject to the prior approval by the TSX Venture Exchange (the “Exchange”), which the Board of Directors of the Company intends to seek promptly.

As of April 26, 2013, a total of 108,257,197 common shares in the capital of the Company were issued and outstanding and, accordingly, a total of not less than 7,217,146 common shares of the Company would be issued and outstanding following the completion of the maximum Consolidation ratio as approved at the Meeting.

The Company does not intend to change its name in connection with the Consolidation. AgriMarine’s common shares will continue to trade on the TSX Venture Exchange under its current symbol, “FSH”.

Pursuant to the financing, the Company issued Dundee a convertible note in the principal amount of $5,000,000 (the “Note”), which bears interest at a rate of 12.68% per annum and has a term of one year. The Note provides that the Company is required to complete a consolidation of shares within 90 days and that, subject to the approval of the TSX Venture Exchange, Dundee may elect to convert the principal amount of the Note into common shares of the Company at any time at a price per share equal to (a) prior to the consolidation, $0.10 per share, and (b) following the consolidation, at a price of $0.015 multiplied by the consolidation ratio.

The Note is subject to a four month hold period which will expire on August 26, 2013.  No finders’ fees were payable in connection with the Financing.

About AgriMarine Holdings Inc.

Canadian-based AgriMarine has developed innovative aquaculture technology for farming salmon, trout and other high value fin fish species in closed containment. The Company utilizes its solid-walled floating tanks to address sustainability issues in aquaculture, to create an optimal fish rearing environment with added economic and environmental benefits and to meet consumer and retailer demands for sustainable fin fish products. The AgriMarine System can be applied in warm or cold climate conditions, in oceans, reservoirs and lakes.

The Loan will be evidenced by a convertible note, will bear interest at a rate of 12.68% per annum and will have a term of one year.

Pursuant to the terms of the Loan, the Company is required to complete a consolidation of shares within 90 days. Shareholder approval will be sought for the consolidation of shares at the Annual General Meeting of Shareholders to be held on April 26, 2013. Subject to the approval of the Exchange, Dundee may elect to convert the principal balance of the Loan into common shares of the Company at any time at a price per share equal to (a) prior to the consolidation, $0.10 per share, and (b) following the consolidation, at a price of $0.015 multiplied by the consolidation ratio.

The proceeds of the Loan will be used for the purchase and deployment of further AgriMarine System™ tanks. Proceeds of the Loan will also be used for supporting engineering work, filing of patents related to AgriMarine’s IP, working capital and general and administrative expenses.

The Company reports that the Audit Committee has been reconstituted and it now includes Messrs. Zajcew, Hueniken and Robert Leckie. Mr. Zajcew will act as Chairman of the Audit Committee.

Mr. Hueniken brings over 25 years of investment experience as a portfolio manager and as an analyst on both the buy-side and sell side. Mr. Hueniken is Vice President and Portfolio Manager at Goodman Investment Counsel Inc., a subsidiary of Dundee Corporation. With a background as an agricultural analyst, Mr. Hueniken is responsible for investing in private and public firms around the world and across the entire agriculture and aquaculture value chain.  He obtained a Masters of Business Administration (MBA) degree from the Ivey School of Business at the University of Western Ontario, and a Bachelors of Science in Engineering (Mechanical) degree from the University of Waterloo.  Mr. Hueniken is also a CFA charterholder.

Mr. Zajcew has extensive experience in corporate structuring and compliance, as well as financial management and controls. He brings significant Canadian capital experience, serving as CFO and Corporate Secretary for TSX-listed Corona Gold Corporation and TSXV-listed Ryan Gold Corp, both junior exploration companies. Mr. Zajcew also served as CFO for TSXV-listed Cogitore Resources Inc. He earned his Ph.D. in Political Science from the University of Toronto and is a CFA charterholder.

As a co-founder of Bellotti Goodman Inc., Mr. Leckie brings substantial corporate finance experience in structuring and financing transactions. During the past nine years, he has participated in a number of early stage and seed financings. Mr. Leckie is a graduate of Dalhousie University.

The Company also reports the voluntary cancellation of options granted as per its news release dated February 7, 2013.

Pursuant to the terms of the Loan, the Company has granted Dundee security over all of the Company and its subsidiaries’ assets. The Loan will bear interest at a rate of 12.68% per annum and is repayable on demand.

Subject to the approval of and in accordance with the policies of the TSX Venture Exchange, Dundee may elect to convert any portion of such indebtness into common shares of the Company.

Proceeds of the Loan will be used to pay for the outstanding accounts payable, wages and for working capital purposes.

In connection with the Loan, the Company is also pleased to announce that Robert Leckie, Orest Zajcew and Horst Hueniken have been appointed to the Company’s board of directors. John Buchanan has resigned as a director of the Company but remains the CFO and Richard Buchanan and Sean Wilton will continue on the board of directors.

The Company also announces that its proposed transaction with Akvatech AS, previously announced on November 20, 2012, has been terminated.

The Company also reports the grant of incentive stock options to certain of its directors to purchase up to 1,200,000 common shares in the capital stock of the Company pursuant to its share option plan. The options are exercisable at a price of $0.10 per share on or before February 7, 2018, subject to the approval of the TSX Venture Exchange.

AgriMarine Holdings Inc. (the “Company” or “AgriMarine”), the leader in clean aquaculture technology, is pleased to announce that it has executed a letter agreement (the “Agreement”) with Akvatech AS (“Akvatech”), a Norwegian Private Equity Group, to advance the adoption of the Company’s closed containment fish rearing technology (the AgriMarine System™) in Norway, the world’s largest salmon producing nation, and in other countries.

Agreement Summary
The Agreement contemplates the execution of a series of definitive agreements (collectively, the “Transaction”), the commercial terms of which include:

a) A secured loan from Akvatech to the Company’s subsidiary AgriMarine Industries Inc. (“Industries”) in the amount of CAD $2.5 Million
b) Purchase of the Company’s IP rights and know-how within certain Northern European countries, including Norway
c) Technology and sales licenses to certain countries in Southern Europe, Middle East/Mediterranean region, and South America
d) Sale of two (2) 24m AgriMarine System™ marine tanks for use at a demonstration project in Norway
e) Development and patent protection of a 30m tank design with capacity of 5,500 cubic meters

Secured Loan
Pursuant to the Transaction, Industries will enter into a Loan Agreement with Akvatech for a loan of $2.5 Million (the “Loan”). The Loan will have a maturity date of eighteen months from the date of execution. The Loan will be secured by a charge over all of Industries’ property and assets and guaranteed by the Company.

Purchase and Licensing of the AgriMarine System™
Pursuant to the Transaction, Industries will enter into an IP and Licensing Agreement, under which Akvatech shall purchase from Industries the right, title and interest in the AgriMarine System™ fish-rearing technology for use in Norway and certain Northern European countries for an aggregate purchase price of CAD$1.5 Million. The Company will grant Akvatech a license to use the AgriMarine System™ fish-rearing technology within certain South American, Middle Eastern, North African and Southern European countries, with future acquisition rights for additional considerations. AgriMarine retains full and exclusive rights in Canada, US and China. The Agreement includes a provision for royalty payments to be made to the Company, in perpetuity, from future sales of the AgriMarine System™ tanks in those territories in which the technology is licensed.

Sale of 24m Tanks for Demonstration Project
In connection with the Transaction, Akvatech will arrange for the sale of two (2) 24m AgriMarine System™ Version 2 marine tanks manufactured by Janicki Industries Inc. for use at a demonstration project in Norway. This marks the first sale of AgriMarine’s technology and establishes the Company as a supplier of closed containment technology.

The demonstration project is expected to be jointly financed by a consortium of industry players and salmon farmers, as well as Innovation Norway, the Norwegian Government’s innovation and development arm.

Development of 30m Tanks
The Agreement contains a provision for joint technology development whereby Akvatech will fund the continued design and development of a 30m tank based on AgriMarine’s Version 2 marine system design.

“This agreement with Akvatech not only validates our IP and signals the immediate sale of two AgriMarine tanks for use in Norway, and it also sets the stage for future tank sales and expansion throughout Europe”, said Sean Wilton, President and CEO of AgriMarine. “We are confident that the transaction will also bolster further support and interest from salmon producing companies in other territories such as Southeast Asia and Australia”. Mr. Wilton added, “We believe that we have the answer to sustainable salmon farming with substantial operational advantages in terms of reduced mortalities, improved feed conversion, and mitigation of sea lice infestations.”

Finders’ fees may be payable in connection with certain elements of the Transaction. The Company anticipates execution of the definitive agreements by December 7, 2012 or earlier, subject to certain terms and conditions. The Transaction remains subject to certain approvals, including the approval of the TSX Venture Exchange. There can be no assurance that the transactions contemplated under the Agreement will be completed as proposed.

About Cormark Securities 

Cormark Securities Inc. is a leading independent investment dealer counseling Canadian and international institutional investors and Canadian-listed mid-cap and emerging growth companies from offices in Toronto and Calgary. Established in 1981 as Sprott Securities, Cormark has evolved into an industry leader recognized for its knowledge and commitment to the mid-cap and emerging growth market.

“The restructuring enables for a smaller corporate governance and management structure that will allow us to focus on advancing the Company’s operations”, said Mr. Sean Wilton, President & CEO of AgriMarine. “We are currently working through strategic options for building on AgriMarine’s intellectual property and farming assets”.