REG - Agronomics Limited - Further equity investment in BlueNalu

AgronomicsAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251230:nRSd0483Na&default-theme=true

RNS Number : 0483N  Agronomics Limited  30 December 2025

30 December 2025

 

Agronomics Limited (https://agronomics.im/)

("Agronomics" or the "Company")

 

Participation in BlueNalu's 2025 Convertible Promissory Note Round

Further equity investment of US$ 6 million in BlueNalu

Issue of Equity and TVR

 

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 optimisation 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 commercialisation, 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              Cavendish Capital     33Seconds

                      Cornish Limited       Markets               Limited

                                            Limited
 The Company          Nomad                 Joint Broker          Public Relations
 Jim Mellon           Roland Cornish        Giles Balleny         Jack Ferris

 Denham Eke           James Biddle          Michael Johnson       Amber Carr
 +44 (0) 1624 639396  +44 (0) 207 628 3396  +44 (0) 207 397 8900  agronomics@33seconds.co

 info@agronomics.im

 

About BlueNalu, Inc. (https://www.bluenalu.com/)

BlueNalu is a San Diego-based cell-cultivated seafood company and a recognised
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 commercialisation 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 (https://agronomics.im/) (https://agronomics.im/) Agronomics
(https://agronomics.im/)

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 authorised 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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCDDBDDXDDDGUC



            Copyright 2019 Regulatory News Service, all rights reserved