Atlantic Sapphire ASA: Preliminary results of the Rights Issue

05 Oct 2024 00:44 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.

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 the Company's partially
underwritten rights issue of minimum 5,267,773,852 new shares and maximum
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 shall
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 (as defined
below) (the "Warrants"). Further, the Company shall raise a convertible loan
with a principal amount of minimum NOK 213,900,000 and maximum NOK 328,822,625
(the "Convertible Loan"). Subsequent exercise of Warrants will increase the
gross proceeds to the Company.

The subscription period for the Rights Issue expired on 4 October 2024, at 16.30
hours (CEST). The Company has been informed by the Managers (as defined below)
that, at the end of the subscription period for the Rights Issue and based on a
preliminary counting, valid subscriptions had been received for a total of
approximately 5,011,335,054 Offer Shares.

The remaining Offer Shares to be subscribed up to the underwritten amount of the
NOK-equivalent of USD 60 million will be subscribed by the underwriting
consortium for the Rights Issue.

The final number of Offer Shares allocated, as well as allocation of the
Convertible Loan and Warrants, is expected to be ready, resolved by the
Company's Board of Directors and allocated on 7 October 2024, in accordance with
the allocation criteria set out in the resolutions by the extraordinary general
meeting of the Company dated 17 September 2024 and the prospectus prepared by
the Company, dated 19 September 2024. Notification of allocated Offer Shares and
the corresponding subscription amount to be paid by each subscriber will be
distributed on 7 October 2024.

The due date for payment of the Offer Shares is on 10 October 2024. Subject to
due payment for all share deposits for the Offer Shares, the share capital
increase relating to the Rights Issue is expected to be registered with the
Norwegian Register of Business Enterprises on or about 15 October 2024. The
Offer Shares will thereafter be delivered to the VPS accounts of the subscribers
to whom they are allocated on or about 16 October 2024, and the Offer Shares
will be listed on the Oslo Stock Exchange upon delivery. The Warrants are also
expected to be delivered to the VPS accounts of the subscribers to whom they are
allocated on or about 16 October 2024. The Company has applied for listing of
the Warrants, and the Company anticipates that the 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 the anticipated listing of Warrants will be given in due course.

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

This information is subject to the disclosure requirements pursuant to the
Norwegian Securities Trading Act section 5-12.

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.

- 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 or otherwise pursuant to exemptions from, or in
transactions not subject to, the registration requirements of 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 are 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.

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