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Private Placement

23.01.2010 - Nutri Pharma ASA refers to stock exchange release dated 21 January regarding contemplated private placement as a condition for the completion of the offer toshareholders in Bionor

This information is subject of the disclosure requirements acc. to §5-12 vphl

Nutri Pharma ASA refers to stock exchange release dated 21 January regarding
contemplated private placement as a condition for the completion of the offer to
shareholders in Bionor. NUT is contemplating to raise from NOK 50 million up to
NOK 100 million in new equity, and has retained Pareto Securities AS Lead
Manager and book- runners and Orion Securities as Co-manager (together the
"Managers") to advise on and effect a private placement of new shares directed
towards selected Norwegian investors and international institutional investors .
The price will be determined through a book-building process.

The book-building period opens today (25 January 2010) at 09:00 CET and closes
on 29 January 2010 at 17:30 CET. The Board of NUT may, however, at any time
resolve to close or extend the book building period at its own discretion, but
it will in no event close earlier than 28 January 2010 at 17.30 CET. The minimum
order in the private placement has been set to the number of shares that equals
an aggregate purchase price of at least the NOK equivalent of EUR 50,000.

The purpose of the private placement is to secure the financing of the clinical
studies Vacc-4x and further development of Bionor Immuno`s product portfolio.

Issuance ofthe shares in the private placement will be subject to necessary
corporate resolutions and the completion of the offer to Bionor shareholders on
the basis of fulfillment or waiver of the conditions thereto, as described in
the Bionor offer document, as well as a prospectus approved by the Oslo Stock
Exchange.  Subject fullfillment of the foregoing conditions, NutriPharma aims to
complete the transactions in February. The company may perform a subsequent
repair offering to shareholders who have not been invited to subscribe in the
private placement.


This release does not entail a public offering to subscribe for shares in the
private placement.
The shares to be offered in the contemplated private placement have not been an
will not be registered under the U.S. Securities Act of  1933, as amended (the
`U.S. Securities Act`), or any state securities laws, and will be offered within
the United States only to qualified institutional buyers (`QIB`), as defined in
Rule 144A under the U.S.
Securities Act (`Rule 144A`), through affiliates of the Managers, in reliance
upon the exemption from the  registration requirements provided by section 4
(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in
offshore transactions  in reliance on Regulation S under the U.S.  Securities
Act. The shares to be offered will be subject to certain restrictions on
transfer.  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.

 

For further information, please contact:
Trond Syvertsen, CEO  +47 23 01 09 60 / + 47 91 72 14 57