Atlantic Sapphire ASA: Private Placement Successfully Placed

19 Sep 2023 23:23 CEST

Miami, FL, 19 September 2023

Reference is made to the stock exchange release from Atlantic Sapphire ASA
("Atlantic Sapphire” or the "Company") published on 19 September 2023 regarding
a contemplated private placement.

The Company is pleased to announce that it has raised NOK 702 million, i.e. the
equivalent of USD 65 million, in gross proceeds through a private placement (the
"Private Placement") of 501,428,571 new shares, at a price per new share of NOK
1.40 (the "Offer Shares" and the "Offer Price"), subject to satisfaction of the
Conditions (as defined below). The Private Placement was carried out on the
basis of an accelerated bookbuilding process managed by Arctic Securities AS and
DNB Markets, a part of DNB Bank ASA, (together, the "Managers") as Joint
Bookrunners after close of markets on 19 September 2023.

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 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 consists of 55,000,000 Offer Shares ("Tranche 1"), and the
share capital increase pertaining to Tranche 1 has been resolved by the
Company's Board of Directors. Completion of Tranche 1 by delivery of the Tranche
1 Offer Shares is subject to registration of the share capital increase
pertaining to Tranche 1 with the Norwegian Registry for Business Enterprises
("NRBE") and the registration of the Tranche 1 Offer Shares in Euronext
Securities Oslo ("VPS") (the “Tranche 1 Conditions”). Subject to completion of
the Tranche 1 Conditions, delivery of Tranche 1 Offer Shares will be made on a
DVP basis on or about 22 September 2023 as immediately tradable shares.

The second tranche consists of 446,428,571 Offer Shares ("Tranche 2").
Completion of Tranche 2 by delivery of the Tranche 2 Offer Shares is subject to;
(i) an extraordinary general meeting of the Company, expected to be held on or
about 11 October 2023 (the "EGM"), resolving the share capital increase
pertaining to the issuance of the Tranche 2 Offer Shares, and (ii) registration
of the share capital increase pertaining to Tranche 2 with the NRBE and the
registration of the Tranche 2 Offer Shares in the VPS (the "Tranche 2
Conditions", and together with the Tranche 1 Conditions, the "Conditions").
Subject to completion of the Tranche 2 Conditions, delivery of Tranche 2 Offer
Shares will be made on a DVP basis on or about 13 October 2023. 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. The
Prospectus is expected to be approved and published within mid-October 2023. The
Prospectus is contemplated to be a combined prospectus for listing of the
Tranche 2 Offer Shares and for a contemplated Subsequent Offering (as defined
below).

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) Strawberry Capital AS, a close associate of Chairman Kenneth Jarl Andersen,
has been allocated 41,819,142 Offer Shares at the Offer Price, corresponding to
a total subscription amount of approximately NOK 58.5 million;
ii) Nordlaks Holding AS, a close associate of Deputy Chairman Eirik Welde, has
been allocated 69,428,571 Offer Shares at the Offer Price, corresponding to a
total subscription amount of approximately NOK 97.2 million;
iii) ASInvest AS, a close associate of Board member André Skarbø, has been
allocated 5,399,533 Offer Shares at the Offer Price, corresponding to a total
subscription amount of approximately NOK 7.6 million];
iv) Jon Birger Løvik (COO) has been allocated 714,285 Offer Shares at the Offer
Price, corresponding to a total subscription amount of approximately NOK 1.0
million;
v) Karl Øystein Øyehaug (CFO), has been allocated 154,285 Offer Shares at the
Offer Price, corresponding to a total subscription amount of approximately NOK
0.2 million;
vi) Damien Claire (CSMO), has been allocated 231,428 Offer Shares at the Offer
Price, corresponding to a total subscription amount of approximately NOK 0.3
million; and
vii) Svein Taklo (CDIO) has been allocated 154,285 Offer Shares at the Offer
Price, corresponding to a total subscription amount of approximately NOK 0.2
million.

Formal primary insider notifications will be released in separate announcements.

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.

In reaching this conclusion, the Board 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 in the Company's stock
exchange notice relating to the launch of the Private Placement, is subject to
completion of the Private Placement.

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 for 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 100,000,000 new shares with gross proceeds of
up to NOK 140 million at the Offer Price directed towards existing shareholders
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 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.

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

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. 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.

More information:
Access the news on Oslo Bors NewsWeb site