Reference is made to the stock exchange announcement published by Flyr AS ("Flyr" or the "Company") on 8 November 2022 regarding the expiry of the subscription period for the contemplated private placement.

The board of directors of the Company have evaluated the proposal for an alternative transaction structure from a combination of existing and new professional investors, and is of the opinion that this is in the best interest of the Company and its shareholders.

The Company contemplates a capital raise to potentially raise gross proceeds of up to NOK 700 million through issuance of up to 70,000,000,000 new shares at a subscription price of NOK 0.01 per share (the "Offer Price"), comprising of the following elements:

i. A contemplated private placement of new ordinary shares in the Company (the "New Shares"), raising gross proceeds of NOK 250 million (the "Private Placement")
ii. A subsequent offering of new ordinary shares in the Company towards existing shareholders unable to participate in the Private Placement raising gross proceeds of up to NOK 100 million (the "Subsequent Offering")
iii. An allocation of one subscription right for each new share allocated to investors participating in the Private Placement that can be exercised partially or fully on 31 January 2023, 28 February 2023, or 31 March 2023, raising gross proceeds of up to NOK 250 million
iv. An allocation of one subscription right for each new share allocated to investors participating in the Subsequent Offering that can be exercised on 31 March 2023, raising gross proceeds of up to NOK 100 million (the subscription rights in item iii) and iv) together referred to as the "Subscription Rights").

The net proceeds from the Private Placement will be used to re-establish the Company's financial position to bring the Company through Q1 2023, while the Subsequent Offering and any proceeds from the exercise of Subscription Rights will enable the Company to be positioned to ramp-up for the coming spring and summer based on the Company's business plan and market assumptions. The proceeds from the Private Placement will not make room for payment of Emission Trading System quotas (EU ETS) in April 2023 or the required buffer capital for the Company's operations in Q2 2023. Accordingly, the Company will require additional capital to be raised by the end of Q1 2023 through the Subsequent Offering and any proceeds from the exercise of Subscription Rights. If the Company fails to raise this additional new capital by the end of Q1 2023, the Company may not be able to sustain its future operations.

The Private Placement

The application period in the Private Placement will commence on 9 November 2022 at 09:00 CET and close on 10 November 2022 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) to investors in the United States who are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Allocation of New Shares will be determined on or about 10 November 2022 by the Board at its sole discretion and in consultation with the Managers. The Board may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.

First day of trading of the New Shares is expected to be on or about 17 November 2022, but not before the capital increase pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises (the "NRBE").

The Board will call for an extraordinary general meeting expected to be held on or about 16 November 2022 (the "EGM") to consider the Private Placement, the Subsequent Offering, and the issuance of the Subscription Rights. The extraordinary general meeting originally scheduled for 10 November 2022 is cancelled.

The Board intends to propose a reverse share split (Norwegian: "aksjespleis") after the Private Placement to support a higher trading price of the share.

Settlement and conditions

Settlement of the New Shares is expected to take place on a delivery versus payment (DVP) basis on or about 21 November 2022. DVP settlement of the New Shares is expected to be facilitated by a prepayment agreement between the Company and the Managers, however, the allocated New Shares will not be delivered to the relevant applicant before the registration of the capital increase pertaining to the New Shares with the NRBE has taken place. The New Shares allocated to investors will be tradeable on Euronext Growth Oslo following a stock exchange announcement by the Company announcing the registration of the share capital increase pertaining to the New Shares in the NRBE.

Completion of the Private Placement is subject to the following conditions (jointly, the "Conditions"): (i) the corporate resolutions of the Company required to implement the Private Placement, including the approval of the Private Placement by the EGM, (ii) the EGM approving the issuance of the Subscription Rights as well as to grant the board of directors an authorization to carry out the Subsequent Offering, and (iii) registration of the capital increase pertaining to the New Shares in the NRBE and the New Shares being validly issued and registered in the VPS.

The Company has considered the Private Placement and the issuance of Subscription Rights to participants in the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and taking into account the significant dilution for the existing shareholders not participating in the Private Placement. The Board is of the opinion that the waiver of the preferential rights inherent in a private placement and the issuance of the Subscription Rights to participants in the Private Placement, taking into consideration the very strained financial situation of the Company and the challenging capital markets conditions and options available for the Company, that the Private Placement is necessary for the Company, and as such in the common interest of Company and its shareholders. In order to limit the dilutive effect of the Private Placement, the Board will propose that the EGM resolves the Subsequent Offering and the issuance of subscription rights to participants in the Subsequent Offering on the terms mentioned below, and the Board will also seek to prioritize existing shareholders in the allocation of shares in the Private Placement.  

Subsequent offering

Subject to, inter alia, completion of the Private Placement, an authorization by the EGM to carry out the share capital increase pertaining to the Subsequent Offering, and prevailing market price of the Company's shares, the Board will carry out the Subsequent Offering at the same price per share as the Offer Price. The Subsequent Offering will be directed towards existing shareholders in the Company as of 10 November 2022 (as registered with the VPS two trading days thereafter) who (i) were not allocated New Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Participants in the Subsequent Offering are also expected to be granted subscription rights.

Investor Presentation

An updated investor presentation can be found on the IR-pages of the Company on the following link: https://flyr.com/reports-and-presentations

Arctic Securities AS
+47 21 01 30 70

Carnegie AS:
+47 22 00 93 40

SpareBank 1 Markets AS
+47 24 14 74 70

Advisors

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS act as Joint Bookrunners in the Private Placement.

For further information, please contact:

Brede Huser, Chief Financial Officer

Phone: +47 99 16 99 74

Email: brede.huser@flyr.com

About Flyr

Flyr is a Norwegian based low-cost carrier with a demand driven business model and a primary focus on the Norwegian market. The company targets a modern, digital, and efficient setup to ensure high operational efficiency through simplicity, optimized resource utilization and smart use of technology. Flyr AS is listed at Euronext Growth under the ticker FLYR.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation.  This stock exchange release was published by Brede Huser, Chief Financial Officer 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 Hong Kong 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 to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only 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. 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"). 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 any 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. 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.

The Managers are acting for the Company and no one else in connection with the potential Private Placement in the Company, and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.