Norse Atlantic ASA: Launch of Subsequent Offering and publication of prospectus

11 Apr 2023 15:02 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR
ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.

Arendal, 11 April 2023: Reference is made to the stock exchange announcements
published by Norse Atlantic ASA (the "Company") on 25 November 2022 regarding
the successful completion of a private placement of new shares in the Company
(the "Private Placement") and a contemplated subsequent offering of shares (the
"Subsequent Offering").

The prospectus, prepared by the Company required for the Subsequent Offering and
the Listing (as defined below) (the "Prospectus"), has today been approved by
the Financial Supervisory Authority of Norway. The Prospectus will be published
shortly.

Following the publication of the Prospectus, the Company's board of directors
has resolved to proceed with the Subsequent Offering, which comprises the issue
of up to 60,000,000 new shares (the "Offer Shares") in the Company at a
subscription price of NOK 2.50 per share (the "Offer Price"), directed towards
Eligible Shareholders (as defined below), potentially raising total gross
proceeds of approximately NOK 150 million. The Offer Price is equal to the
subscription price in the Private Placement.

The subscription period for the Subsequent Offering will commence on 12 April
2023, at 09:00 (CEST), and will, subject to any extension, expire on 19 April
2023 at 16:30 (CEST) (the "Subscription Period").

The Subsequent Offering will be directed towards existing eligible shareholders
in the Company as of 24 November 2022 (as registered with the VPS on 28 November
2022 (the "Record Date")) who (i) were not included in the wall-crossing phase
of the Private Placement, (ii) were not allocated shares in the Private
Placement, and (iii) are not residents in a jurisdiction where such offering
would be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action (together, the "Eligible
Shareholders"). Each Eligible Shareholder will be granted 2.10350 non-tradeable
subscription rights (the "Subscription Rights") per 1 (one) share held in the
Company, based their shareholding in the Company as of the Record Date, rounded
down to the nearest whole right without compensation to the holder. Each
Subscription Right will give Eligible Shareholders  preferential right to
subscribe for, and be allocated, one Offer Share. Over-subscription will be
permitted, however with no assurance that Offer Shares will be allocated for
such subscriptions. Subscription without Subscription Rights will not be
permitted.

Subscriptions for Offer Shares must be made in accordance with the procedures
set out in the Prospectus. Subscription for Offer Shares may be made by
submitting a correctly completed subscription form, attached as Appendix B to
the Prospectus, to the Managers (as defined below) in accordance with the terms
and conditions set out in the Prospectus. The Subscription Form will together
with the Prospectus be available on www.paretosec.com/transactions and
www.sb1markets.no/transaksjoner. Subscribers who are residents of Norway with a
Norwegian personal identification number are encouraged to subscribe for Offer
Shares through the VPS online subscription system or by following the link on
www.paretosec.com/transactions or www.sb1markets.no/transaksjoner.

Allocation of the Offer Shares is expected to take place on or around 20 April
2023. Notifications of allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be distributed
in a letter by the Managers on or around 21 April 2023. The Company expects that
allocated Offer Shares will be delivered to the VPS accounts of the on or about
28 April 2023, subject to timely payment by the subscriber.

The Company reserves the right, in its sole discretion, to cancel the Subsequent
Offering due to market conditions, including if the price of the Company's
Shares on Euronext Growth Oslo trade below the Offer Price in the Subsequent
Offering.

The Prospectus will, subject to regulatory restrictions in certain
jurisdictions, be available at, www.paretosec.no/transactions and
www.sb1markets.no/transaksjoner. Hard copies of the Prospectus may be obtained
free of charge at the Company's registered offices at Fløyveien 14, 4838
Arendal, Norway, or by contacting one of the Managers.

Reference is further made to the stock exchange announcement published on 10
March 2023 regarding the Company's intention to transfer the listing venue of
its shares from Euronext Growth to Euronext Expand, a regulated market being
part of Euronext and operated by Oslo Børs ASA (the "Listing"). The first day of
trading on Euronext  Expand is, subject to approval by Oslo Børs ASA of the
admission, planned for 28 April 2023.

Advisors:

Pareto Securities AS and SpareBank 1 Markets AS are acting as joint global
coordinators and joint bookrunners in the Subsequent Offering (together, the
"Managers"). Wikborg Rein Advokatfirma AS is acting as legal advisor to the
Company.

For further information, please contact:

Ben Boiling, Chief Financial Officer

Phone: +47 912 40 945

Email: ben.boiling@flynorse.com

About Norse:

Norse Atlantic Airways is a new airline that offers affordable fares on long
-haul flights, primarily between Europe and the United States. The company was
founded by CEO and major shareholder Bjørn Tore Larsen in March 2021. Norse has
a fleet of 15 modern, fuel-efficient and more environmentally friendly Boeing
787 Dreamliners that serve destinations including New York, Los Angeles, Fort
Lauderdale, Orlando, Oslo, London, Berlin, Rome and Paris. The Company's first
flight took off from Oslo to New York on June 14, 2022.

This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.

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 the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in 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 Securities Act.

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 "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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.

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.

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 "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" 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 believe 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 their 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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

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.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.

More information:
Access the news on Oslo Bors NewsWeb site