Atlantic Sapphire ASA: Private Placement Successfully Placed

16 Mar 2023 23:48 CET

Miami, FL, 16 March 2023

Reference is made to the stock exchange release from Atlantic Sapphire ASA
("Atlantic Sapphire ASA or the "Company") published on 16 March 2023 regarding a
contemplated private placement.

The Company is pleased to announce that it has raised the NOK equivalent of USD
55 million in gross proceeds through a private placement (the "Private
Placement") of 119,000,000 new shares, at a price per new share of NOK 5.00 (the
"Offer Shares" and the "Offer Price"), subject to satisfaction of the Conditions
(as defined below). The deal size in the Private Placement was up-sized based on
strong investor demand from the initially announced NOK equivalent of USD 50
million. The Private Placement was carried out on the basis of an accelerated
bookbuilding process managed by DNB Markets, a part of DNB Bank ASA, as Sole
Global Coordinator and Joint Bookrunner and Carnegie AS as Joint Bookrunner
(together, the "Managers") after close of markets on 16 March 2023.

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 received allocations in line with their
pre-commitments as disclosed in the stock exchange notice regarding launch of
the Private Placement:

• Nordlaks Holding AS, one of the largest and most profitable family-owned
salmon farming companies in the world, was allocated 21,611,600 Offer Shares at
the Offer Price, for a total subscription amount of NOK 108,058,000;
• Strawberry Equities AS was allocated 14,047,540 Offer Shares at the Offer
Price, for a total subscription amount of NOK 70,237,700;
• Blue Future Holding AS, owned by EW Group, a leading provider of animal
genetics, nutrition and health products, was allocated 10,000,000 Offer Shares
at the Offer Price, for a total subscription amount of NOK 50,000,000; and
• Joh Johannson Eiendom AS was allocated 10,000,000 Offer Shares at the Offer
Price, for a total subscription amount of NOK 50,000,000.

The following persons discharging managerial responsibilities ("PDMRS") and
close associates to PDMRS has subscribed for and been allocated Offer Shares in
the Private Placement at the Offer Price:

i) Andre Skarbø (Board member) has been allocated 1,240,000 Offer Shares at the
Offer Price, corresponding to a total subscription amount of NOK 6,200,000.
ii) Jon Birger Løvik (COO) has been allocated 200,000 Offer Shares at the Offer
Price, corresponding to a total subscription amount of NOK 1,000,000;
iii) Svein Taklo (CDIO) has been allocated 50,000 Offer Shares at the Offer
Price, corresponding to a total subscription amount of NOK 250,000; and
iv) Tone Bjørnov (Board member) has been allocated 10,000 Offer Shares at the
Offer Price, corresponding to a total subscription amount of NOK 50,000.

Formal primary insider notifications will be released following approval of the
share capital increases pertaining to the Private Placement by the EGM.

The Private Placement is divided into two tranches. The tranches will be settled
on a delivery versus payment (“DVP”) basis facilitated through a pre-funding
agreement entered into between the Company and the Managers. The first tranche
(“Tranche 1”) consists of 30,653,281 Offer Shares. Delivery of Tranche 1 Offer
Shares will be made on a DVP basis on or about 13 April 2023 and are expected to
be tradeable following approval of Tranche 1 by the extraordinary general
meeting (the “EGM”), 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”).

The second tranche (“Tranche 2”) consists of 88,346,719 Offer Shares. Delivery
of Tranche 2 Offer Shares is expected to 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 during mid-April 2023. The Prospectus is
contemplated to be a combined prospectus for listing of the Offer Shares in
Tranche 2 and for a contemplated subsequent offering being approved by the
Norwegian Financial Supervisory Authority and published.

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 board of directors of the Company (the “Board”)
resolving to complete the Private Placement, at its sole discretion, (ii) 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”).

Equal treatment

The Private Placement implies a deviation from the pre-emptive rights of the
Company's existing shareholders. When resolving to conditionally complete the
Private Placement, 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.

By structuring the equity raise as a private placement, the Company was able 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. It has also been taken into consideration that the Private Placement
is based on a publicly announced bookbuilding process. As a consequence of the
Private Placement structure, the shareholders' preferential rights to subscribe
for the Offer Shares will be deviated from. As further set out below, the Board
currently intends to carry out a subsequent offering to limit the dilutive
effect of the Private Placement on the Company's existing shareholders.

Subsequent Offering

The Board has resolved an intention to carry out a subsequent offering (the
"Subsequent Offering") of up to 20,000,000 new shares with gross proceeds of up
to NOK 100 million at the Offer Price directed towards existing shareholders in
the Company as of 16 March 2023 (as registered with the VPS two trading days
thereafter) who (ii) were not allocated Offer Shares in the Private Placement
and (iii) are not resident in jurisdictions 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. Completion of
the Subsequent Offering is subject to, among other things, completion of the
Private Placement, granting by the EGM of a board authorization to increase the
Company’s share capital in connection with issuance of shares in a Subsequent
Offering, the market price of the Company's shares and approval of the
Prospectus.

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 9,500 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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