Atlantic Sapphire ASA: Contemplated Private Placement

16 Mar 2023 16:30 CET

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Miami, FL, 16 March 2023

Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company", and together with
its consolidated subsidiaries, the "Group") has retained DNB Markets, a part of
DNB Bank ASA as Sole Global Coordinator and Joint Bookrunner and Carnegie AS as
Joint Bookrunner (together, the "Managers") in connection with a private
placement (the "Private Placement") to raise gross proceeds of approximately the
NOK equivalent of USD 50 million in new shares to be issued by the Company (the
"Offer Shares"). The price per Offer Share in the Private Placement is set to a
fixed price of NOK 5.00 ("Offer Price")

Based on a limited wall-crossing exercise prior to launch, the Managers have
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered on indications of interest at the start of the
application period.

The net proceeds from the Private Placement will be used to provide the Company
with sufficient financial runway, including a buffer, to achieve Phase 1
steady-state production and profitability. Any remaining cash buffer may be
utilized by the Company for Phase 2 expansion.

The following existing shareholders have pre-committed to subscribe for Offer
Shares in the Private Placement:

• Nordlaks Holding AS, one the largest and most profitable family-owned salmon
farming companies in the world, for the NOK equivalent of USD 10 million
• Strawberry Equities AS for the NOK equivalent of USD 6.5 million
• Blue Future Holding AS owned by EW Group, a leading global provider of animal
genetics, nutrition and health products, for NOK 50 million
• Joh Johannson Eiendom AS, for NOK 50 million

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

• Andre Skarbø (Board member): NOK 6,200,000 through ASInvest AS
• Jon-Birger Løvik (COO): NOK 1,000,000
• Svein Taklo (CDIO): NOK 250,000
• Tone Bjørnov (Board member): NOK 50,000

The application period for the Private Placement will commence on 16 March 2023
at 16:30 CET and end on 17 March 2023 at 08:00 CET. The Company may, however, at
its sole discretion and in consultation with the Managers extend or shorten the
application period at any time and for any reason. If the application period is
extended or shortened, the other dates referred to herein might be changed
accordingly.

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 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.

A presentation prepared in connection with the Private Placement is attached to
this stock exchange notice.

Settlement and conditions

The Private Placement consists of one tranche with up to 30,653,281 Offer Shares
(“Tranche 1”) 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”). The tranches will be settled on a delivery versus payment (“DVP”)
basis facilitated through a pre-funding agreement to be entered into between the
Company and the Managers.

Delivery of Tranche 1 Offer Shares will be made on a DVP basis on or about 13
April 2023 and the Offer Shares in Tranche 1 are expected to be tradeable
following approval of Tranche 1 by the EGM and registration of the capital
increase relating to the Tranche 1 Offer shares in the Norwegian Registry for
Business Enterprises (“NRBE”) and registration of the Tranche 1 Offer Shares in
Euronext Securities Oslo ("VPS”). Delivery of Tranche 2 Offer Shares will be
made on a DVP basis on or about 13 April 2023, following approval of Tranche 2
by the EGM, registration of the capital increase relating to the Tranche 2 Offer
Shares in the NRBE and registration of the Tranche 2 Offer Shares in the VPS.

The Tranche 2 Offer Shares will initially be delivered on a separate ISIN as the
listing of the Tranche 2 Offer Shares requires the preparation and publication
of the 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-April 2023. The Prospectus is
contemplated to be a combined prospectus for listing of the Offer Shares in
Tranche 2 and for the potential Subsequent Offering (as defined below).

Applicants will receive a pro-rata portion of Offer Shares in Tranche 1 and
Tranche 2 based on their overall allocation in the Private Placement. The
Company and the Managers reserve the right to deviate from this principle to the
extent any applicants accept to receive a larger portion of their allocated
shares in the form of shares issued in Tranche 2. Further, the Managers are
expected to pre-fund the relevant parts of the Private Placement to order to
facilitate a swift registration of the share capital increases.

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to all necessary corporate resolutions being validly made by the
Company, including (i) the Company's Board of Directors (the "Board") resolving
to complete the Private Placement, at its sole discretion, (ii) the an
extraordinary general meeting of the Company to be held on or about 11 April
2023 (the "EGM") resolving the share capital increases pertaining to the
issuance of the Offer Shares, and (iii) registration of the share capital
increase pertaining to the issuance of the Offer Shares with the Norwegian
Register of Business Enterprises and the registration of the Offer Shares in the
VPS (the “Conditions”).

By applying for the Offer Shares, the applicants allocated Offer Shares will
undertake to vote for all of their shares in the Company in favour of the
Private Placement and, if applicable the Subsequent Offering (as defined below),
at the EGM.

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

• Key management (CEO Johan E. Andreassen, CFO Karl Øystein Øyehaug, COO
Jon-Birger Løvik and CDIO Svein Taklo): 90 days
• Board members: 90 days
• The Company: 180 days

Bank debt update

In connection with, and subject to, the completion of the Private Placement, DNB
Bank ASA, New York Branch, ("DNB Bank") has credit approved certain amendments
to the Group's existing credit facility granted by DNB Bank and Farm Credit of
Florida, ACA ("Farm Credit") (the "Credit Facility"). The amendments include
that; (i) DNB Bank will re-finance the portion of the debt granted by Farm
Credit under the Credit Facility related to the Phase 1 Term Loan, i.e. an
amount of approximately USD 18 million, (ii) Farm Credit's approximately USD 12
million of committed debt under the Phase 2 Delayed Term Loan will expire, (iii)
DNB Bank is thereby increasing its exposure to the Phase 1 Term Loan with USD 18
million, and reducing its exposure to the Phase 2 Delayed Term Loan with a
corresponding amount, (iv) DNB Bank will consequently be the sole lender under
the Credit Facility, and (v) DNB Bank has agreed to extend maturity under the
Credit Facility until April 2025.

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 complete a transaction in an efficient manner
without the significant discount typically seen in rights issues, and without
the need for a guarantee consortium. 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, approval by
the EGM and the market price of the Company's shares, the Board will consider
whether it is in the Company's best interest 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 16
March 2023 (as registered with the VPS two trading days thereafter) who (i) were
not allocated Offer 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. 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;

or

Karl Øystein Øyehaug Chief Financing Officer & Managing Director, Atlantic
Sapphire ASA

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 Øyehaug, Chief Financing Officer and Managing Director, on the time and
date provided.

Important information

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of Atlantic Sapphire. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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 and in
accordance with applicable United States state securities laws. 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. Any sale
in the United States of the securities mentioned in this announcement will be
made solely to "qualified institutional buyers" as defined in Rule 144A under
the US Securities Act as well as to major U.S. institutional investors under SEC
Rule 15a-6 to the United States Exchange Act of 1934.

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 as amended (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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