Atlantic Sapphire ASA: Successful placing of Convertible Loan

17 Sep 2025 08:44 CEST

Miami, FL, 17 September 2025

Reference is made to the stock exchange notice by Atlantic Sapphire ASA
("Atlantic Sapphire" or the "Company", and together with its consolidated
subsidiaries, the "Group") on 15 September 2025 regarding the launch of a
private placement for a contemplated convertible loan of USD 35 million (the
"Convertible Loan" and the "Private Placement").

Following expiry of the application period for the Private Placement, the
Company's Board of Directors has now resolved to conditionally allocate
participations in the Convertible Loan for a total amount of approximately USD
35 million.

The Convertible Loan, together with certain amendments in the Group's credit
facility with DNB Bank ASA (the "Credit Facility"), is estimated to fund the
capex and operations of the Company until reaching EBITDA break-even of Phase 1,
with a contingency.

Key terms of the Convertible Loan

The key terms of the Convertible Loan will be as set out in the stock exchange
notice issued by the Company on 31 August 2025, and as further detailed in the
notice for the extraordinary general meeting (the "EGM") announced by the
Company on 9 September 2025. Please refer to such stock exchange notice and the
EGM notice for details on the key terms of the Convertible Loan.

As described in the Company's stock exchange notice issued on 15 September 2025,
the Company's Board of Directors have resolved that all investors that provided
indications of subscriptions prior to the release of said stock exchange notice
will receive the underwriting fee referred to the stock exchange notice issued
by the Company on 31 August 2025.

Completion of the Convertible Loan remains subject to approval by the EGM and
certain other usual and customary conditions precedents.

Participation of primary insiders in the Convertible Loan

The following close associates of primary insiders have been conditionally
allocated participations in the Convertible Loan as set out below:

• Strawberry Capital AS (close associate of Chairman Kenneth Andersen), for a
loan amount of USD 3,400,000;
• Nordlaks Holding AS (close associate of Deputy Chairman Eirik Welde), for a
loan amount of USD 11,400,000;
• Condire Management LP (close associate of Board observer Detlef von Sehrwald),
for a loan amount of USD 11,400,000;
• Pedro Courard (CEO), for a loan amount of USD 50,000; and
• Gunnar Aasbø Skinderhaug (Deputy CEO & CFO), for a loan amount of USD 50,000

Formal PDMR notifications will be issued following the EGM.

Equal treatment considerations

The Board has carefully considered the transaction structure, including the size
of the Convertible Loan and the compensation to the lenders through underwriting
and origination fees, and the Company's funding needs, in light of applicable
equal treatment principles.

The Board acknowledges that the proposed Convertible Loan will provide
participation opportunities only to certain investors, which may result in
dilution for non-participating shareholders. However, following thorough
deliberations and extensive discussions with the Company's largest shareholders,
the Board is of the view that the Convertible Loan represents the most viable
financing alternative available to the Company under current market conditions.
The Convertible Loan has furthermore been offered to external investors on
substantially the same terms as those offered to the Shareholders, which
supports that the terms and conditions of the Convertible Loan and pertaining
transactions are at arm's length terms.

Emphasis should further be placed on the fact that the terms and conditions of
the Convertible Loan have been subject to extensive arm's length commercial
negotiations between the Company and the shareholders represented on the Board
of Directors, who pre-committed to subscribe for USD 26.2 million in gross cash
proceeds. The same is supported by the fact that further additional funds
resulting in indications of interest so that the transaction was fully covered
at launch were secured certain other existing shareholders and external
investors following publication of the Company's stock exchange notice on 31
August 2025. While acknowledging that the fees and costs associated with the
Convertible Loan may appear substantial, the Board is of the view that
alternative financing options are not feasible at this time and that the
proposed transaction represents a fair solution for the Company and its
shareholders under prevailing market conditions.

Advisors

DNB Carnegie, a part of DNB Bank ASA, has been engaged as Advisor for the
Company in connection with the Convertible Loan. Advokatfirmaet CLP DA is acting
as Norwegian legal counsel for the Company in connection with the Convertible
Loan.


For further information, please contact:
Pedro Courard,
CEO, Atlantic Sapphire ASA

Gunnar Aasbo-Skinderhaug
Atlantic Sapphire ASA, Deputy CEO/ CFO
Email: 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
7,500-8,500 tons (HOG) of salmon annually. The Company completed its first
commercial harvest in the US in September 2020. Atlantic Sapphire is currently
developing its Phase 2 expansion, which will bring total annual production
capacity to 25,000 tons and has a long-term targeted harvest volume of >100,000
tons.

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

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