NOCERA ANNOUNCES PRICING OF $6.58M PUBLIC OFFERING

Nocera announces pricing of $6.58m public offering. Nocera, Inc., a fully integrated sustainable seafood company with a focus on manufacturing and operating land-based Recirculatory Aquaculture Systems (RAS), has announced the pricing of its underwritten public offering of 1,880,000 units, each unit consisting of one share of common stock (the “Common Stock”) and one warrant (the “Warrants”) to purchase two shares of Common Stock, at a public offering price of $3.50 per unit, for aggregate gross proceeds of approximately $6.58 million, prior to deducting underwriting discounts, commissions, and other estimated offering expenses.

The shares of Common Stock and Warrants comprising the units are immediately separable and will be issued separately. Each Warrant permits the holder to purchase two shares of common stock at an exercise price of $3.85 per share (110% of the per unit offering price) until the fifth anniversary of the date of issuance. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 282,000 units at the public offering price per unit, less the underwriting discounts and commissions, to cover over-allotments, if any. The offering is expected to close on or about August 15, 2022, subject to satisfaction of customary closing conditions.

The Company has received approval to list its Common Stock on the Nasdaq Capital Market under the symbol ‘NCRA,’ with trading expected to begin on August 11, 2022. The Warrants will not be listed on Nasdaq or another exchange or quoted on the OTC Markets. In connection with the offering, the Company has amended its articles of incorporation to effectuate a reverse split of its issued and outstanding Common Stock at a ratio of 2-for-3, with fractional shares being rounded up to the nearest whole number. The Common Stock will be adjusted for the reverse stock split upon the commencement of trading on Nasdaq. The share numbers and pricing information in this release are adjusted to reflect the impact of the reverse stock split.

Spartan Capital Securities, LLC and Revere Securities LLC are acting as joint book-running managers for this offering.

About Nocera

Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculation aquaculture systems (RAS) for both fresh and saltwater fish and invests in fish farms by building high-tech RASs. The Company’s main business operation consists of the design, development, and production of large-scale RAS fish tank systems, (aquaculture) for fish farms along with expert consulting, technology transfer, and aquaculture project management services to new and existing aquaculture facilities and operators. For more information, please visit the company’s website at www.nocera.company.

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