Flyr AS: Contemplated Private Placement

03 Nov 2022 07:00 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement published by Flyr AS (the
"Company") on 4 October 2022 regarding actions to reduce cash burn and to
strengthen the Company's financial position.

Flyr AS ("Flyr" or the "Company") has engaged Arctic Securities AS, Carnegie AS
and SpareBank 1 Markets AS as joint bookrunners (jointly the "Managers") to
advise on and effect a contemplated private placement of new ordinary shares in
the Company (the "New Shares"), raising gross proceeds of NOK 430 million (the
"Private Placement"). The subscription price per New Share in the Private
Placement (the "Offer Price") will be a fixed price of NOK 0.01. In addition,
the Board of Directors intends to propose a subsequent offering towards existing
shareholders unable to participate in the Private Placement, potentially raising
another NOK 100 million to the Company in gross proceeds.

Flyr has taken important steps to reduce cash burn to prepare the company for
the challenging winter season ahead. Several popular European destinations will
remain on offer, while domestic routes in Norway will be reduced to a minimum.
The Company will gradually increase its route offering during the spring and
summer of 2023.

The net proceeds from the Private Placement will be used to re-establish the
Company's financial position to bring the Company through the coming winter
season and to be positioned to ramp-up for the coming spring and summer based on
the Company's business plan and market assumptions. Any amount raised in the
subsequent offering, will provide the company with additional financial buffer.

Ojada AS, a company controlled by the chairman of the Board, Erik G. Braathen,
has pre-subscribed for NOK 10 million in the Private Placement.

"By implementing these measures, we will be well positioned to ramp-up with full
force for the coming spring and summer," said the Chairman Erik G. Braathen in
Flyr.

The Offer Price has been determined by the Company's board of directors (the
"Board") in discussions with the Managers to increase the likelihood of a
successful transaction considering i) the very strained financial situation of
the Company with a near-term liquidity need, ii) challenging capital market
conditions, and iii) investor feedback following the announcement on 4 October
2022.

The application period in the Private Placement will commence on 3 November 2022
at 09:00 CET and close on 8 November 2022 at 16:30 CET. The Managers and the
Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),
and (b) to investors in the United States who are "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each
case subject to an exemption being available from prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application and
allocation amount have been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.

Allocation of New Shares will be determined on or about 8 November 2022 by the
Board at its sole discretion and in consultation with the Managers. The Board
may focus on allocation criteria such as (but not limited to) existing ownership
in the Company, timeliness of the application, relative order size, sector
knowledge, perceived investor quality and investment horizon.

First day of trading of the New Shares is expected to be on or about 11 November
2022, but not before the capital increase pertaining to the New Shares has been
registered with the Norwegian Register of Business Enterprises (the "NRBE").

The Board will call for an extraordinary general meeting expected to be held on
or about 10 November 2022 (the "EGM") to consider the Private Placement and the
Subsequent Offering (as defined below).

The Board intends to propose a reverse share split (Norwegian: "aksjespleis")
after the Private Placement in order to support a higher trading price of the
share.

Settlement and conditions

Settlement of the New Shares is expected to take place on a delivery versus
payment (DVP) basis on or about 14 November 2022. DVP settlement of the New
Shares is expected to be facilitated by a prepayment agreement between the
Company and the Managers, however, the allocated New Shares will not be
delivered to the relevant applicant before the registration of the capital
increase pertaining to the New Shares with the NRBE has taken place. The New
Shares allocated to investors will be tradeable on Euronext Growth Oslo
following a stock exchange announcement by the Company announcing the
registration of the share capital increase pertaining to the New Shares in the
NRBE.

Completion of the Private Placement is subject to the following conditions
(jointly, the "Conditions"): (i) the corporate resolutions of the Company
required to implement the Private Placement, including the approval of the
Private Placement by the EGM and (ii) registration of the capital increase
pertaining to the New Shares in the NRBE and the New Shares being validly issued
and registered in the VPS.

The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014 and taking into account the significant dilution for the existing
shareholders not participating in the Private Placement. The Board is of the
opinion that the waiver of the preferential rights inherent in a private
placement, taking into consideration the very strained financial situation of
the Company and the challenging capital markets conditions and options available
for the Company, that the Private Placement is necessary for the Company, and as
such in the common interest of Company and its shareholders. In order to limit
the dilutive effect of the Private Placement, the Board will propose that the
EGM resolves a subsequent offering on the terms mentioned below, and the Board
will also seek to prioritize existing shareholders in the allocation of shares
in the Private Placement.

Subsequent offering

Subject to, inter alia, completion of the Private Placement, approval by the EGM
and prevailing market price of the Company's shares, the Board will carry out a
subsequent offering raising gross proceeds of up to NOK 100 million (the
"Subsequent Offering") at the same price per share as the Offer Price. The
Subsequent Offering will be directed towards existing shareholders in the
Company as of 8 November 2022 (as registered with the VPS two trading days
thereafter) who (i) were not allocated New Shares in the Private Placement, and
(ii) are not resident in a jurisdiction where such offering would be unlawful,
or would (in jurisdictions other than Norway) require any prospectus filing,
registration or similar action.

Investor Presentation

An updated investor presentation can be found on the IR-pages of the Company on
the following link: https://flyr.com/reports-and-presentations

In connection with the Private Placement, the Company will hold an investor
presentation on Friday 4 November 2022 at 10:00 CET. In order to attend the
investor presentation, please contact the Company or one of the Managers.

Arctic Securities AS
+47 22 93 72 42

Carnegie AS:
+47 22 00 93 40

SpareBank 1 Markets AS
+47 24 14 74 70

Advisors

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS act as Joint
Bookrunners in the Private Placement.

For further information, please contact:

Brede Huser, Chief Financial Officer

Phone: +47 99 16 99 74

Email: brede.huser@flyr.com

About Flyr

Flyr is a Norwegian based low-cost carrier with a demand driven business model
and a primary focus on the Norwegian market. The company targets a modern,
digital, and efficient setup to ensure high operational efficiency through
simplicity, optimized resource utilization and smart use of technology. Flyr AS
is listed at Euronext Growth under the ticker FLYR.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation.  This stock exchange release was published by Brede
Huser, Chief 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 Hong Kong 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 to the disclosure
requirements of section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only 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. 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"). 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 any 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. 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.

The Managers are acting for the Company and no one else in connection with the
potential Private Placement in the Company, and will not be responsible to
anyone other than the Company providing the protections afforded to their
respective clients or for providing advice in relation to the Private Placement
and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.

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