ATLANTIC SAPPHIRE ASA: CONTEMPLATED PRIVATE PLACEMENT

19 Sep 2023 16:31 CEST

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, 19 September 2023

Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company", and together with
its consolidated subsidiaries, the "Group") has retained Arctic Securities AS
and DNB Markets, a part of DNB Bank ASA (the "Managers") as Joint Bookrunners in
connection with a private placement (the "Private Placement") to raise gross
proceeds of the NOK equivalent of approximately USD 65 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 1.40 (the "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 reach an estimated
EBITDA break-even for Phase 1 during H1 2024, with a cash buffer. The Company
will deploy rental chillers estimated to bring water temperatures back to
budgeted levels. The Company may upon satisfactory system performance seek to
eliminate chiller rental costs by utilizing excess buffer towards finalizing
investment in the new Phase 1 & 2 chiller plant.

The following existing shareholders have pre-committed to subscribe for Offer
Shares in the Private Placement:
• Condire Investors, LLC for the NOK equivalent of minimum USD 12.5 million
• Nordlaks Holding AS, one the largest and most profitable family-owned salmon
farming companies in the world, for the NOK equivalent of USD 9 million
• Strawberry Equities AS for its pro-rata share (8.34% of the Private Placement)
• Blue Future Holding AS owned by EW Group, a leading global provider of animal
genetics, nutrition and health products, for its pro-rata share (3.84% of the
Private Placement)

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

- André Skarbø, board member, through his company ASInvest AS, for its pro-rata
share (1.08% of the Private Placement);
- Jon-Birger Løvik, COO, for NOK 1,000,000;
- Karl Øystein Øyehaug, CFO, for USD 20,000;
- Damien Claire, CSMO, for USD 30,000; and
- Svein Taklo, CDIO, for USD 20,000

The application period for the Private Placement will commence on 19 September
2023 at 16:30 CEST and end on 20 September 2023 at 08:00 CEST. 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.

Bank debt update

In the Company's stock exchange notice issued on 24 August 2023, the Group
announced an estimated breach of the USD 15 million minimum liquidity covenant
under the Group's credit arrangements. Subject to completion of the Private
Placement, the Group has now received a waiver from such breach from its lender,
DNB Bank ASA (the "Lender"). Further, adjustments to the minimum EBITDA covenant
are made.

Subject to the Company raising at least USD 60 million in the Private Placement,
the Lender has also accepted to release up to USD 10 million of the Phase 2 term
debt earlier in order to fund the completion of the new Phase 1 & 2 chiller
plant. Such funding will at the earliest be available six months following entry
into of the required amendment agreements, and is also subject to certain
incurrence tests, such as achieving a certain annualized harvest level from
Phase 1.

Settlement and conditions

The Private Placement consists of one tranche with up to 55,000,000 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 22
September 2023 and the Offer Shares in Tranche 1 are expected to be tradeable
following registration of the share 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
October 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-October 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. 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 the Company's Board of Directors (the "Board") resolving to
complete the Private Placement, at its sole discretion, including by resolving
to increase the share capital and issue the Tranche 1 Offer Shares. Furthermore,
delivery of Tranche 1 Offer Shares is subject to registration of the share
capital increase pertaining to the issuance of the Tranche 1 Offer Shares with
the NRBE and the registration of the Tranche 1 Offer Shares in the VPS.
Completion of delivery of the Tranche 2 Offer Shares to applicants is further
subject to (i) an extraordinary general meeting of the Company to be held on or
about 11 October 2023 (the “EGM”) resolving the share capital increases
pertaining to the issuance of the Tranche 2 Offer Shares, and (ii) registration
of the share capital increases pertaining to the issuance of the Offer Shares in
Tranche 2 with the NRBE and the registration in the VPS.

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, 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

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.

In reaching this conclusion, the Board has particularly emphasized that the
waiver from the breach of the minimum liquidity covenant and the earlier access
to USD 10 million of the Phase 2 term debt, as described above, is subject to
completion of the Private Placement. Further, the share issuance will be carried
out as a private placement in order to complete a transaction in an efficient
manner, and without the need for a guarantee consortium.

On the basis set out above, 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 19
September 2023 (as registered in the VPS on 21 September 2023) who (i) were not
included in the pre-sounding phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement and (iii) 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.

Advisors

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as
Joint Bookrunners in the Private Placement.

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, CEO, Atlantic Sapphire ASA;

or

Karl Øystein Øyehaug, CFO, 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 long-term
targeted harvest volume 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, CFO, 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.

More information:
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599821_20230919 - Atlantic Sapphire ASA - Company Update.pdf