Atlantic Sapphire ASA: Phase 2 Debt Secured And Contemplated Private Placement

28 Jun 2022 16:34 CEST

Miami, FL, June 28, 2022

Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company") has retained DNB
Markets, a part of DNB Bank ASA as Sole Global Coordinator and Joint Bookrunner
and Arctic Securities AS as Joint Bookrunner (together, the "Managers") to
advise on and effect a private placement (the "Private Placement") of the NOK
equivalent of approximately USD 125 million in new shares to be issued by the
Company (the "Offer Shares").

The net proceeds from the Private Placement will be used to (i) fully fund
estimated remaining equity financing of Phase 2 Capex based on latest capex
estimate, with an estimated buffer; (ii) repayment of debt facility of USD 25
million; and (iii) general corporate purposes.

Bank debt update

In connection with the Private Placement, DNB Bank ASA has credit approved an
extension (to April 2024) and commitment of the USD 98 million term loan and the
USD 20 million term loan to be used towards Phase 2 construction. Farm Credit
has not yet concluded its credit process for the extension of its USD 12 million
of term debt already committed.

The new facility will be available to the Company to draw subject to a one-time
fulfillment of new incurrence tests related to operational milestone (harvest
volume) and reaching certain financial performance metrics (EBITDA). The Company
believes there is sufficient headroom in the incurrence tests compared to
budget. Please see the Investor Presentation for more detail. The debt is
structured under the Company’s existing credit agreement and will have the same
key terms (i.e. interest margin and covenants).

Phase 2 update

The Private Placement, together with the Phase 2 debt as described above, is
estimated to fully fund Phase 2, taking the Company to an estimated total annual
harvest level of 25,000t HOG in the US.

The current Phase 2 capex estimate is USD 275-300 million, of which USD 70
million has been invested as of H1 2022. There remains uncertainty on the capex
estimate due to global supply chain disruptions and inflationary pressure,
leaving certain up- and downside on the final figure versus estimated range.

The Company decides when and how funds should be deployed towards Phase 2.
Quality and cost optimization will be prioritized over speed when completing the
Phase 2 construction.

The following investors have pre-committed to apply for, and will be allocated,
Offer Shares for the following amounts;
(i) Nordlaks Holding AS, one the largest privately owned salmon farming
companies in the world, for NOK 150 million
(ii) Norsk Landbrukskjemi AS, the investment company of Kjell Bjordal, for NOK
12 million
(iii) Strawberry Equities AS, for the NOK equivalent of USD 12.5 million
(iv) Joh Johannson Eiendom AS, for the number of shares corresponding to ~4.5%
ownership post Private Placement (on current levels, the NOK equivalent of
approx. USD 8.6 million)

Further, the following primary insiders and employees have pre-committed to
subscribe for Offer Shares in the Private Placement;

• Alsco AS, represented on the board of directors and the Company’s largest
shareholder with a holding of 12.02%, for NOK 10 million
• Runar Vatne, a member of the board of directors, for NOK 50 million
• Tone Bjørnov, a member of the board of directors, for NOK 200,000
• Andre Skarbø, a member of the board of directors, for NOK equivalent of
1.1674% of the Private Placement
• Karl Øystein Øyehaug, Chief Financial Officer in the Company, for NOK 250,000
• Jon-Birger Løvik, Chief Operating Officer in the Company, for NOK 500,000
• Svein Taklo, Chief Development and Infrastructure Officer in the Company, for
NOK 200,000

The Private Placement is directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and offering
prospectus requirements, and subject to other applicable selling restrictions.

The price per Offer Share ("Offer Price") in the Private Placement will be set
by the Company's board of directors (the "Board") on the basis of an accelerated
book-building process conducted by the Managers. The minimum application and
allocation amount has been set to the NOK equivalent of EUR 100,000. The Company
may however, at its sole discretion, allocate amounts below EUR 100,000 to the
extent exemptions from the prospectus requirement in accordance with applicable
regulations, including the Norwegian Securities Trading Act and ancillary
regulations, are available.

The bookbuilding period in the Private Placement will commence today, 28 June
2022 at 16:30 CEST and close on 29 June 2022 at 08:00 CEST. The Managers and the
Company may, however, at any time, and at their sole discretion, resolve to
close or extend the bookbuilding period on short or without notice. If the
bookbuilding period is shortened or extended, other dates referred to in this
notice may be adjusted accordingly.

Settlement and conditions

The Private Placement will be divided into two tranches, of which 18,000,000
Offer Shares will be issued by the Board of Directors pursuant to an
authorization (the "Board Authorization") granted by the Company's annual
general meeting held on 19 May 2022 ("Tranche 1", and as the case may be, the
"Tranche 1 Offer Shares"), and a second tranche with a number of Offer Shares
which results in a total transaction (i.e., both tranches) that equals the final
offer size ("Tranche 2" and as the case may be, the "Tranche 2 Offer Shares").
Tranche 1 will be settled on a delivery versus payment basis facilitated by a
pre-funding agreement between the Company and the Managers. Tranche 2 will be
divided into two-sub tranches, of which the first sub-tranche ("Tranche 2A")
will be settled with existing and listed shares through a share lending
arrangement between the Company, Alsco AS and JEA Invest AS and DNB Markets, and
the second sub-tranche ("Tranche 2B") will be settled on a delivery versus
payment basis facilitated by a pre-funding agreement between the Company and the
Managers. Completion of Tranche 2 will be subject to approval by an
extraordinary general meeting of the Company (the "EGM"), as further described
below.

Delivery of Tranche 1 Offer Shares will be made on a delivery versus payment
("DVP") basis on or about 1 July 2022 and the Offer Shares in Tranche 1 are
expected to be tradable on or about 30 June 2022 after the share capital
increase has been registered. Delivery of Tranche 2 Offer Shares will be made on
a DVP basis on or about 22 July 2022, subject to approval by the EGM of the
share capital increase pertaining to Tranche 2. As noted above, the Offer Shares
in Tranche 2A will be delivered as existing and listed shares through a share
lending agreement, while the Offer Shares in Tranche 2B will be delivered on a
DVP basis on a separate ISIN pending approval and publication of the Prospectus
(as defined below). Tranche 2A Offer Shares will be tradable after the expected
approval by the EGM.

Applicants will receive a pro-rata allocation of Offer Shares in Tranche 1 and
Tranche 2, and in Tranche 2A and Tranche 2B, based on their overall allocation
in the Private Placement, with the exception of Joh Johannson Eiendom AS, Norsk
Landbrukskjemi AS and the primary insiders and key employees, which have agreed
that the new shares it is allocated in the Private Placement will all be
allocated in Tranche 2B.

The listing of the Tranche 2 Offer Shares requires the preparation and
publication of a prospectus (the "Prospectus") approved by the Norwegian
Financial Supervisory Authority before such shares can be listed on the Oslo
Stock Exchange, currently expected within mid-August 2022.

The completion of Tranche 1 is subject to approval by the Board pursuant to an
authorisation given by the Company's annual general meeting held on 19 May 2022.
The completion of Tranche 2 is subject to the approval of issuance of shares
under Tranche 2 by the EGM to be summoned shortly after conditional allocation
in the Private Placement has occurred. Completion of Tranche 1 is not
conditional upon completion of Tranche 2, and acquisition of shares under
Tranche 1 will remain final and binding and cannot be revoked or terminated by
the respective applicants if Tranche 2 is not completed.

Subject to completion of the Private Placement, customary lock-up agreements are
expected to be entered into with the following individual and their related
companies:

• Key management (90 days)
I. Johan E. Andreassen, Chief Executive Officer;
II. Karl Øystein Øyehaug, Chief Financing Officer;
III. Alejandro Castro, Chief Business Officer;
IV. Jon-Birger Løvik, Chief Operating Officer; and
V. Svein Taklo, Chief Development and Infrastructure Officer
• Board members (90 days)
• The Company (180 days)

Equal treatment

The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, Oslo Børs' Circular no. 2/2014 and the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange, and is of the opinion that the contemplated Private Placement is in
compliance with these requirements. The share issuance will be carried out as a
private placement in order to satisfy a requirement from the Company's lenders
in order to access additional debt funding and to complete a transaction in an
efficient manner without the significant discount typically seen in rights
issues, and without the need for a guarantee consortium. The split in Tranche 1
and Tranche 2 has also been made to reduce the completion risk. On this basis
and based on an assessment of the current equity markets, the Board has
considered the Private Placement to be in the common interest of the Company and
its shareholders. As a consequence of the Private Placement structure, the
shareholders' preferential rights to subscribe for the Offer Shares will be
deviated from.

Potential Subsequent Offering

Subject to, among other things, completion of the Private Placement, grant by
the EGM of an authorization to the Board of Directors to increase the share
capital, and the market price of the Company's shares, the Board will consider
to carry out a subsequent share offering (the "Subsequent Offering") at the
Offer Price. Any such Subsequent Offering, would be directed towards existing
shareholder in the Company as of 28 June 2022 (as registered with the VPS two
trading days thereafter) who (i) were not included in the pre-sounding phase of
the Private Placement, (ii) were not allocated Offer Shares in the Private
Placement and (iii) are not resident in jurisdiction where such offering would
be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action. The Company reserves the
right in its sole discretion to not conduct or cancel the Subsequent Offering.

Advokatfirmaet CLP DA is acting as a legal advisor for the Company in connection
with the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to
the Managers in connection with the Private Placement.

For further information, please contact:

Johan E. Andreassen
Chairman, Atlantic Sapphire ASA, and CEO, Atlantic Sapphire USA LLC;

Karl Øystein Øyehaug
Managing Director, Atlantic Sapphire ASA, and Chief Financing Officer, Atlantic
Sapphire USA LLC

investorrelations@atlanticsapphire.com

About Atlantic Sapphire ASA
Atlantic Sapphire is pioneering Bluehouse® (land-raised) salmon farming,
locally, and transforming protein production, globally. Atlantic Sapphire has
been operating its innovation center in Denmark since 2011 with a strong focus
on R&D and innovation to equip the Company with the technology and procedures
that enable the Company to commercially scale up production in end markets close
to the consumer. 

In the US, the Company has identified and obtained the requisite permits to
construct its Bluehouse® in the ideal location in Homestead, Florida, just south
of Miami. The Company has completed Phase 1 construction, which provides the
capacity to harvest approximately 10,000 tons (HOG) of salmon annually. The
Company completed its first commercial harvest in the US in September 2020.
Atlantic Sapphire is currently constructing its Phase 2 expansion, which will
bring total annual production capacity to 25,000 tons, and has a targeted
harvest volume in 2031 of 220,000 tons.
This information was considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by Karl
Øystein ØyehaugChief Financial Officer on the time and date provided.


Important information

The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia). This release is an announcement issued pursuant to
legal information obligations, and is subject of the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued
for information purposes only, does not purport to be full or complete and does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities, in the United States or in any other jurisdiction
where such offer of solicitation is unlawful. The securities mentioned herein
have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "US Securities Act"), or under the applicable
securities laws of Australia, Canada or Japan. The securities may not be offered
or sold in the United States except pursuant to an exemption from the
registration requirements of the US Securities Act. The Company does not intend
to register any portion of the offering of the securities in the United States
or to conduct a public offering of the securities in the United States. Copies
of this announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 (together with any applicable
implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only
directed at "qualified investors" within the meaning of Regulation (EU)
2017/1129 as it forms part of the laws of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (including any statutory instruments made
in exercise of the powers conferred by such act) who (i) are investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are
persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together being
referred to as "Relevant Persons"). These materials are directed only at
Relevant Persons and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by, and is the
responsibility of, the Company. The Managers are acting exclusively for the
Company and no one else and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein. The Managers and their respective affiliates
disclaim any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as a result of
new information, future developments or otherwise.

The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

Neither the Managers nor any of their respective affiliates makes any
representation or warranty, express or implied, as to the accuracy and
completeness of this announcement (or whether any information has been omitted
from the announcement) or as to any other information relating to the Company
its subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents or otherwise
arising in connection therewith, and none of them accepts any responsibility for
the contents of this announcement or any matters referred to herein. This
announcement is for information purposes only and is not to be relied upon in
substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.

In connection with any offering of the shares, the Managers and any of their
affiliates acting as an investor for their own account may take up as a
principal position in any shares and in that capacity may retain, purchase or
sell for their own accounts such shares. In addition, they may enter into
financing arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of shares. They do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.

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