Norse Atlantic ASA: Final results of subsequent offering and allocation of shares

20 Apr 2023 23:30 CEST

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.

Arendal, 20 April 2023: Reference is made to the stock exchange announcement by
Norse Atlantic ASA (the "Company") on 12 April 2023 regarding the subsequent
offering (the "Subsequent Offering") of up to 60,000,000 new shares  in the
Company (the "Offer Shares") at a subscription price of NOK 2.50 per share (the
"Offer Price") and approval and publication of a prospectus and prospectus
supplement (together, the "Prospectus").

The subscription period for the Subsequent Offering (the "Subscription Period")
expired today at 16:30 (CEST).

By the end of the subscription period, the Company has received valid
subscriptions for 67,136,421  Offer Shares in the Subsequent Offering, and the
Subsequent Offering was accordingly oversubscribed. A total of 60,000,000 Offer
Shares will be allocated and issued based on and in accordance with the
allocation criteria set out in the Prospectus.

The Company's board of directors has approved the allocation of the Offer Shares
and furthermore resolved, pursuant to an authorization granted by the Company's
extraordinary general meeting held on 9 December 2022, to issue the Offer Shares
at the Offer Price.

The Offer Shares are expected to be delivered to the subscribers' VPS accounts
on or about 28 April 2023.

Notifications of allocated Offer Shares in the Subsequent Offering and the
corresponding amount to be paid by each subscriber will be set out in a separate
allocation letter to each subscriber expected to be sent on 21 April 2023. The
deadline for payment for the Offer Shares is 24 April 2023. Please refer to the
Prospectus for further details. The Managers (as defined below) may be contacted
for information regarding allocation, payment and delivery of the shares in the
Subsequent Offering.

The board of directors of the Company has resolved to complete the share
consolidation in the ratio of 1:4, ( the "Reverse Share Split")  as approved by
the Company's extraordinary general meeting held on 24 March 2023, with record
date 28 April 2023. As further described in the Prospectus, completion of the
share consolidation will imply that the number of Offer Shares delivered to each
subscriber in the Subsequent Offering is reduced accordingly. To achieve the
Reverse Share Split, the board of directors of the Company has resolved to issue
2 - two - shares to B T Larsen & Co Limited (the largest shareholder and close
associate of the Company's CEO and primary insider Bjørn Tore Larsen) at a
subscription price of NOK 4 per share. B T Larsen & Co Limited has placed its
shareholding at disposal so that all shareholders who do not hold a number for
shares dividable by the ratio (1:4) will have their shareholding rounded upwards
to the nearest whole share in connection with the share consolidation. Further
information about the completion of the Reverse Share Split will be provided in
separate stock exchange announcements.

Following the registration of the Offer Shares and completion of the share
consolidation, the Company's issued share capital will be NOK 332,605,395
divided on 66 521 079 shares, each with a par value of NOK 5.

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, CFO

Phone: +47 912 40 945

Email: ben.boiling@flynorse.com

About Norse Atlantic ASA:

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.

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