Atlantic Sapphire ASA: Approval and Publication of Prospectus

14 Apr 2023 13:47 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND 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 THESECURITIES DESCRIBED HEREIN.

Miami, FL, 14 April 2023

Reference is made to the stock exchange notice from Atlantic Sapphire ASA (the
"Company") published on 16 March 2023 regarding the conditional completion of a
private placement raising gross proceeds of NOK 595 million through issuance of
new shares in the Company (the "Private Placement") and the key information
notice dated 16 March 2023 regarding a potential subsequent offering of up to
20,000,000 new shares in the Company, each with a nominal value of NOK 0.10 (the
"Offer Shares" and the "Subsequent Offering"). Reference is furthermore made to
the authorization granted to the Board of Directors of the Company (the "Board")
by an extraordinary general meeting of the Company held on 11 April 2023 (the
"EGM").

The Private Placement consisted of two tranches, where the first tranche
("Tranche 1") consists of 30,653,281 new shares and the second tranche ("Tranche
2") consists of 88,346,719 new shares. The share capital increases relating to
Tranche 1 and 2 were approved by the EGM on 11 April 2023.

The shares allocated in the Private Placement was settled on a delivery versus
payment basis on 13 April 2023. The shares allocated in Tranche 2 was delivered
to investors on a separate ISIN pending approval and publication of a
prospectus.

The Company has prepared a prospectus for the listing of the Tranche 2 shares
and for carrying out the Subsequent Offering (the "Prospectus"). The Prospectus
has today, 14 April 2023, been approved by the Norwegian Financial Supervisory
Authority, and will be published today on the following websites,
www.dnb.no/emisjoner,
http:///www.carnegie.no/ongoing-prospectuses-and-offerings/ and on the website
of the Company (https://atlanticsapphire.com/investor-relations/).

Following publication of the Prospectus, the Tranche 2 shares will be registered
on the Company's ordinary ISIN NO 001 0768500. The Tranche 2 shares are
consequently freely tradable from the date hereof.

The subscription period in the Subsequent Offering will commence on 17 April
2023 at 09:00 (CEST). The Prospectus will contain the complete terms and
conditions of the Subsequent Offering, and further information will also be
given in a separate stock exchange notice to be published prior to commencement
of the subscription period.

DNB Markets, a part of DNB Bank ASA, acts as Sole Global Coordinator and Joint
Bookrunner and Carnegie AS acts as Joint Bookrunner in the Subsequent Offering
(jointly, the "Managers"). Advokatfirmaet CLP DA is acting as legal advisor for
the Company in connection with the Subsequent Offering. Advokatfirmaet BAHR AS
is acting as legal advisor for the Managers in connection with the Subsequent
Offering.

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 CFO, 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 long-term
targeted harvest volume of 220,000 tons.

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, Switzerland 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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