Atlantic Sapphire ASA: Approval and publication of prospectus for the Rights Issue

19 Sep 2024 14:55 CEST

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Miami, FL, 19 September 2024

Reference is made to the stock exchange announcement from Atlantic Sapphire ASA
("Atlantic Sapphire" or the "Company", and together with its consolidated
subsidiaries, the "Group") on 17 September 2024 regarding approval by the
Company's extraordinary general meeting of inter alia a partially underwritten
rights issue of up to 6,844,800,000 new shares with preferential subscription
rights for existing shareholders, to raise gross proceeds of up to the
NOK-equivalent of USD 64 million (the "Rights Issue"), of which an underwriting
consortium has agreed to underwrite subscription of new shares for gross
proceeds of the NOK-equivalent to USD 60 million. Each underwriter in the
underwriting consortium in the Rights Issue shall receive an underwriting
commission equal to 10% of their respective underwriting obligation, which shall
be settled in new shares in the Company (the "Underwriting Commission Shares")
to be issued at the same subscription price as the new shares in the Rights
Issue (i.e. NOK 0.10 per share). In addition, the Company will issue up to
7,700,400,000 warrants to subscribers in the Rights Issue, the underwriters in
the underwriting consortium in the Rights Issue, and lenders in the convertible
loan resolved to be issued by the Company (the "Warrants").

The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) has today, 19
September 2024, approved a prospectus prepared by the Company in connection with
the Rights Issue, the Warrants and the Underwriting Commission Shares (the
"Prospectus"). Subject to local applicable securities laws, the Prospectus will
be made available at the websites of the Company (www.atlanticsapphire.com), as
well as the websites of Arctic Securities AS and DNB Markets, a part of DNB Bank
ASA (the "Managers") (www.arctic.com/secno/en/offerings and
www.dnb.no/emisjoner).

The subscription period for the Rights Issue will commence tomorrow, 20
September 2024, at 09:00 hours (CEST) and expire on 4 October 2024 at 16:30
hours (CEST). The subscription rights in the Rights Issue will be tradable on
the Oslo Stock Exchange under the ticker code "ASAT" from 20 September 2024 at
09:00 hours (CEST) until 30 September 2024 at 16:30 hours (CEST).

Advisers:

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, have been engaged
as Managers for the Rights Issue.

Advokatfirmaet CLP DA is acting as legal adviser to the Company and
Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.

For further information, please contact:

Gunnar Aasbø-Skinderhaug, Atlantic Sapphire ASA, Deputy CEO/ CFO
Gunnar@atlanticsapphire.com

Investorrelations@atlanticsapphire.com

About Atlantic Sapphire ASA:

Atlantic Sapphire is pioneering Bluehouse® (land-raised) salmon farming,
locally, and transforming protein production, globally. Atlantic Sapphire
operated its innovation center in Denmark from 2011 until 2021 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 holds the requisite permits and patents to construct its
Bluehouse® in an ideal location in Homestead, Florida, just south of Miami. The
Company's Phase 1 facility is in operation, which provides the capacity to
harvest up to approximately 9,500 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 is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Oslo Børs and Section
5-12 of the Norwegian Securities Trading Act.

- IMPORTANT INFORMATION -

This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act.

Any sale in the United States of the securities mentioned in this communication
will be made solely to "qualified institutional buyers" as defined in Rule 144A
under the U.S. Securities Act. No public offering of the securities will be made
in the United States. Any offering of the securities referred to in this
announcement will be made by means of the Prospectus. This announcement is an
advertisement and is not a prospectus for the purposes of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June 2017 on
prospectuses to be published when securities are offered to the public or
admitted to trading on a regulated market, and repealing Directive 2003/71/EC
(as amended) as implemented in any EEA Member State (the "Prospectus
Regulation"). Investors should not subscribe for any securities referred to in
this announcement except on the basis of information contained in the
Prospectus. Copies of the Prospectus will, following publication, be available
from the Company's registered office and, subject to certain exceptions, on the
websites of the Managers.

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.

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors 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.

This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.

The Managers are acting for the Company in connection with the Rights Issue 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 providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.

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. Neither the Managers nor any of their respective
affiliates makes any representation as to the accuracy or completeness of this
announcement 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.

More information:
Access the news on Oslo Bors NewsWeb site