Atlantic Sapphire ASA: Start of subscription period for the Rights Issue

20 Sep 2024 07:00 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, 20 September 2024

Reference is made to previous stock exchange announcements from Atlantic
Sapphire ASA ("Atlantic Sapphire" or the "Company", and together with its
consolidated subsidiaries, the "Group") regarding a partially underwritten
rights issue of up to 6,844,800,000 new shares (the "Offer 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. In addition,
the Company will issue up to 7,700,400,000 warrants to subscribers in the Rights
Issue, the Underwriters (as defined below), and lenders in the convertible loan
resolved to be issued by the Company, as further described below (the
"Warrants"). Subsequent exercise of Warrants will increase the gross proceeds to
the Company.

The subscription period in the Rights Issue starts today, 20 September 2024, at
09:00 hours (CEST). Certain information about the Rights Issue is set out below.
The complete terms and conditions of the Rights Issue are set out in the
Prospectus (as defined below).

Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, act as managers
for the Rights Issue (the "Managers").

Allocation and grant of Subscription Rights and Warrants

The holders of the Company's shares as of 17 September 2024, as registered with
Euronext Securities Oslo, the Norwegian Central Securities Depository (the
"VPS") as of the expiry of 19 September 2024 (the "Record Date") (the "Existing
Shareholders"), will be granted transferable subscription rights (the
"Subscription Rights") that, subject to applicable law, provide preferential
rights to subscribe for and be allocated Offer Shares in the Rights Issue at the
subscription price of NOK 0.10 (the "Subscription Price").

Each Existing Shareholder has been granted 61.0552 Subscription Rights for every
one existing share registered as held by such Existing Shareholder as of the
Record Date. The aggregate number of Subscription Rights granted to each
Existing Shareholder as of the Record Date will be rounded down to the nearest
whole Subscription Right. The Subscription Rights will be distributed free of
charge to the Existing Shareholders' VPS accounts.

Each whole Subscription Right will, subject to applicable law, give the right to
subscribe for and be allocated, one Offer Share. Oversubscription and
subscription without Subscription Rights will be permitted, however, there can
be no assurance that Offer Shares will be allocated for such subscriptions.

The subscribers in the Rights Issue will be allocated 0.5 Warrant issued by the
Company for every one Offer Share allocated and paid for in the Rights Issue.
Each whole Warrant will, subject to applicable law, give the holder the right to
subscribe for one new share in the Company, by payment of an exercise price as
described below. The Warrants will be granted free of charge. Over-subscription
of Warrants is not permitted. In addition, the Company will issue 0.5 Warrant to
each Underwriter for every one Offer Share that the Underwriter has guaranteed
subscription for in the Rights Issue (rounded down to the nearest whole number
of Warrants), and 0.5 Warrant to each of Condire and Nordlaks for each share
that would have been allocated to them had the funds in the convertible loan
(approved by the Company's extraordinary general meeting held on 17 September
2024, the "Convertible Loan") instead been subscribed in the Rights Issue
(rounded down to the nearest whole number of Warrants).

The grant or purchase of Subscription Rights and the subscription of Offer
Shares and Warrants by persons resident in, or who are citizens of countries
other than Norway, may be affected by laws of the relevant jurisdiction. No
Offer Shares, Subscription Rights or Warrants will be offered or sold in the
United States, except in reliance on an exemption from the registration
requirements of the U.S. Securities Act. For a further description of such
restrictions, please refer to Section 11.8 "Subscription Rights" and Section 12
"Selling and Transfer Restrictions" of the prospectus prepared by the Company
dated 19 September 2024 (the "Prospectus"). The Prospectus is, subject to
applicable local securities laws, available at the websites of; (i) the Company
(www.atlanticsapphire.com), and (ii) at the websites of the Managers
(www.arctic.com/secno/en/offerings and www.dnb.no/emisjoner).

Subscription Period

The subscription period commences today, 20 September 2024 at 09:00 hours
(CEST), and ends at 16:30 hours (CEST) on 4 October 2024 (the "Subscription
Period"). The Subscription Period may not be shortened, but the Company's board
of directors may extend the Subscription Period if this is required by law as a
result of the publication of a supplemental prospectus.

Subscription Rights

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange
from 20 September 2024 at 09:00 hours (CEST) to 30 September 2024 at 16:30 hours
(CEST), under the ticker "ASAT". The Subscription Rights will hence only be
tradable during part of the Subscription Period.

Persons intending to trade in Subscription Rights should be aware that trading
in, and exercise of, Subscription Rights by holders who are located in
jurisdictions outside of Norway may be restricted or prohibited by applicable
securities laws. See Section 12 "Selling and Transfer Restrictions" of the
Prospectus for further information.

Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period, or that are not sold before 30 September 2024
at 16:30 hours (CEST), will have no value and will lapse without compensation to
the holder.

The Subscription Rights are expected to have economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not exercise their Subscription Rights will
experience a dilution of their shareholding in the Company, as further detailed
in Section 11.20 "Dilution" of the Prospectus. If Warrants are exercised, there
will be additional dilution.

Warrants

The subscribers in the Rights Issue will be allocated 0.5 Warrant issued by the
Company for every one Offer Share allocated and paid for in the Rights Issue.
Each whole Warrant will, subject to applicable law, give the holder the right to
subscribe for one new share in the Company, by payment of the Exercise Price (as
defined below). The Warrants will be granted free of charge. Over-subscription
of Warrants is not permitted. In addition, the Company will issue 0.5 Warrant to
each Underwriter for every one Offer Share that the Underwriter has guaranteed
subscription for in the Rights Issue (rounded down to the nearest whole number
of Warrants), and 0.5 Warrant to each of Condire and Nordlaks for each share
that would have been allocated to them had the funds in the Convertible Loan
instead been subscribed in the Rights Issue (rounded down to the nearest whole
number of Warrants).

The Warrants may be exercised at the earliest of the first 10 business days in
December 2025 or in connection with a Qualifying Equity Raise, or at certain
other exercise windows, as further described and defined in Section 11.27 "The
Warrants" of the Prospectus.

The Company has applied for listing of the Warrants, and the Company anticipates
that Warrants will become listed on the Oslo Stock Exchange shortly after
delivery of such Warrants, but no assurance can be given that such listing will
actually occur. Information concerning whether the Warrants will be listed will
be provided when such information is available to the Company.

The Warrants are expected to have an economic value if the Company's shares
trade above the relevant Exercise Price (as defined below) for the Warrants
during the relevant exercise periods. If Warrants are exercised, holders of
Warrants who do not exercise their Warrants will experience a dilution of their
shareholding in the Company.

Any Warrants not subscribed before the end of the Subscription Period (i.e. 4
October 2024 at 16:30 hours (CEST)) will not be allocated. Warrants not sold or
exercised before 16:30 hours (CET) on 14 December 2026 will have no value and
will lapse without compensation to the holder.

Subscription Price for Offer Shares and Exercise Price for Warrants

The Subscription Price is NOK 0.10 per Offer Share.

The exercise price for the Warrants (the "Exercise Price") will vary between NOK
0.115 to NOK 0.13 (or as subsequently adjusted), depending on when the Warrants
are exercised. The Warrants may be exercised at the earliest of the first 10
business days in December 2025 or in connection with a Qualifying Equity Raise,
or at certain other exercise windows, as further described and defined in
Section 11.27 "The Warrants" of the Prospectus. No payment shall be made for the
Warrants.

Subscription procedure

Subscriptions for Offer Shares may either be made through the VPS online
subscription system or by submitting a correctly completed subscription form to
one of the Managers within the Subscription Period.

Subscribers who are residents of Norway with a Norwegian personal identification
number are encouraged to subscribe for Offer Shares through the Norwegian VPS
online subscription system (or by following the link on
www.arctic.com/secno/en/offerings or www.dnb.no/emisjoner (both which will
redirect the subscriber to the VPS online subscription system). All online
subscribers must verify that they are Norwegian residents by entering their
national identity number (Nw: fødselsnummer). Subscriptions made through the VPS
online subscription system must be duly registered before the expiry of the
Subscription Period.

Subscribers that are not able to use the VPS online subscription system must
submit a correctly completed subscription form found in Appendix B to the
Prospectus to one of the Managers during the Subscription Period. The
subscription form is attached to the Prospectus. The postal and e-mail addresses
to each of the Managers are included in Section 11.10 "Subscription procedures"
of the Prospectus and in the subscription form.

Subscriptions for Warrants are made pursuant to the same subscription procedures
as for the Offer Shares, prior to the end of the Subscription Period (i.e. 4
October 2024 at 16:30 hours (CEST)). Please refer to Section 11.10 "Subscription
procedures" of the Prospectus.

The Underwriting

Pursuant to the underwriting agreement dated 20 August 2024 (the "Underwriting
Agreement"), the participants in the underwriting syndicate for the Rights Issue
(the "Underwriters") have undertaken, severally and not jointly, and otherwise
on the terms and conditions set out in the Underwriting Agreement, to partially
underwrite the Rights Issue for an aggregate amount of NOK 641.7 million (i.e.
the NOK-equivalent of USD 60.0 million, applying an exchange rate of USD:NOK of
1:10.695) (the "Underwriting Obligation").

The obligations of the Underwriters pursuant to the Underwriting Agreement were
subject to satisfaction of certain conditions, including; (i) the Underwriters
having underwritten the full Underwriting Obligation of NOK 641.7 million, (ii)
approval by an extraordinary general meeting of the Company of the share capital
increase relating to the Offer Shares in the Rights Issue, and (iii) a
prospectus relating to the Rights Issue, as approved by the Norwegian Financial
Supervisory Authority, being published by the Company.

All conditions relating to the Underwriting Obligation have been satisfied as of
the date of this announcement.

The Underwriting Obligation of each Underwriter was denominated in USD, and the
Underwriters have been given the possibility of settling any Offer Shares
subscribed by the Underwriters in order to satisfy the Underwriting Obligation
in either NOK or USD. Three Underwriters have elected to settle their
Underwriting Obligation in USD, and any Offer Shares to be subscribed pursuant
to the Underwriting Obligation of these Underwriters will be settled through a
contribution in-kind of approximately USD 0.00935 per Offer Share, which
corresponds to NOK 0.10 at an applied exchange rate of USD:NOK of 1:10.695,
which was set based on the FX forward rate available to the Company on 13
September 2024.

Pursuant to the Underwriting Agreement, each Underwriter 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 Subscription Price. The
issuance of the Underwriting Commission Shares to settle the underwriting
commission is intended to be resolved by the Company's board of directors
pursuant to an authorization to increase the share capital granted by the
Company's general meeting held on 17 September 2024.

The Underwriting Obligation will expire in the event that the Underwriters are
not notified of any allocation under the Underwriting Obligation within 29
November 2024.

See Section 11.21 "The Underwriting" in the Prospectus for further information.

Financial Intermediaries

If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each relevant Existing Shareholder with
this information in accordance with its usual customer relations procedures.
Existing Shareholders holding their shares through a financial intermediary
should contact the financial intermediary if they have received no information
with respect to the Rights Issue.

Allocation of Offer Shares – Listing and commencement of trading in the Offer
Shares

Following expiry of the Subscription Period, the Offer Shares will, in
accordance with the resolution made by the general meeting of the Company on 17
September 2024, be allocated to subscribers in accordance with the allocation
principles set out below:

(i) First, Offer Shares will be allocated in accordance with granted and
acquired Subscription Rights to subscribers who have validly exercised
Subscription Rights during the Subscription Period;
(ii) Second, any unallocated Offer Shares following the allocation under (i)
above shall be allocated to subscribers who have over-subscribed on a pro-rata
basis on the number of Subscription Rights exercised by each subscriber;
(iii) Third, any unallocated Offer Shares following the allocation under (ii)
above shall be allocated on a pro-rata basis to Underwriters who have subscribed
for Offer Shares, however limited upwards to each such Underwriter's respective
Underwrriting Obligation for the aggregate Underwriting Obligation of NOK 641.7
million;
(iv) Fourth, any unallocated Offer Shares following the allocation under (iii)
above shall be allocated to Underwriters who have subscribed for Offer Shares in
excess of their respective Underwriting Obligation on a pro-rata basis;
(v) Fifth, any unallocated Offer Shares following the allocation under (iv)
above shall be allocated to subscribers without Subscription Rights; and
(vi) Finally, any unallocated Offer Shares following the allocation under (v)
above shall be allocated to the Underwriters who has not fulfilled their
underwriting obligation through subscription for Offer Shares in the
Subscription Period, pro rata to their respective Underwriting Obligation.
See also Section 11.14 "Allocation of the Offer Shares" in the Prospectus.
Payment for allocated Offer Shares falls due on 10 October 2024.

Subject to timely payment of the entire subscription amount in the Rights Issue,
the Company expects that the share capital increase pertaining to the Offer
Shares in the Rights Issue will be registered with the Norwegian Register of
Business Enterprises on or about 15 October 2024 and that the Offer Shares will
be delivered to the VPS accounts of the subscribers to whom they are allocated,
and be tradable on the Oslo Stock Exchange, on or about 16 October 2024.

The Warrants will be credited to and registered on the VPS account of each
subscriber in the Rights Issue on or about 16 October 2024. The Company has
applied for listing of the Warrants, and the Company anticipates that Warrants
will become listed on the Oslo Stock Exchange shortly after delivery of such
Warrants, but no assurance can be given that such listing will actually occur.

The share capital increase pertaining to the Underwriting Commission Shares is
expected to be registered with the Norwegian Register of Business Enterprises on
or about 17 October 2024, and will be delivered to the VPS accounts of the
Underwriters on or about 18 October 2024. Trading in the Underwriting Commission
Shares on the Oslo Stock Exchange is expected to commence on or about 18 October
2024.

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