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Beskrivning

LandUSA
ListaOB Match
SektorHandel & varor
IndustriDagligvaror
Atlantic Sapphire är verksamma inom fiskeodling. Uppfödningen består främst av atlantisk lax och råvaran exporteras på global nivå. Bolaget bedriver verksamhet genom hela värdekedjan, från bearbetning, kvalitetskontroll, distribution och försäljning via egenägda faciliteter för fiskodling. Bolaget grundades under 2010 och har sitt huvudkontor i Homestead, Florida.
2023-03-16 16:30:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Miami, FL, 16 March 2023

Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company", and together with
its consolidated subsidiaries, the "Group") has retained DNB Markets, a part of
DNB Bank ASA as Sole Global Coordinator and Joint Bookrunner and Carnegie AS as
Joint Bookrunner (together, the "Managers") in connection with a private
placement (the "Private Placement") to raise gross proceeds of approximately the
NOK equivalent of USD 50 million in new shares to be issued by the Company (the
"Offer Shares"). The price per Offer Share in the Private Placement is set to a
fixed price of NOK 5.00 ("Offer Price")

Based on a limited wall-crossing exercise prior to launch, the Managers have
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered on indications of interest at the start of the
application period.

The net proceeds from the Private Placement will be used to provide the Company
with sufficient financial runway, including a buffer, to achieve Phase 1
steady-state production and profitability. Any remaining cash buffer may be
utilized by the Company for Phase 2 expansion.

The following existing shareholders have pre-committed to subscribe for Offer
Shares in the Private Placement:

o Nordlaks Holding AS, one the largest and most profitable family-owned salmon
farming companies in the world, for the NOK equivalent of USD 10 million
o Strawberry Equities AS for the NOK equivalent of USD 6.5 million
o Blue Future Holding AS owned by EW Group, a leading global provider of animal
genetics, nutrition and health products, for NOK 50 million
o Joh Johannson Eiendom AS, for NOK 50 million

Further, the following primary insiders and employees have pre-committed to
subscribe for Offer Shares in the Private Placement:

o Andre Skarbø (Board member): NOK 6,200,000 through ASInvest AS
o Jon-Birger Løvik (COO): NOK 1,000,000
o Svein Taklo (CDIO): NOK 250,000
o Tone Bjørnov (Board member): NOK 50,000

The application period for the Private Placement will commence on 16 March 2023
at 16:30 CET and end on 17 March 2023 at 08:00 CET. The Company may, however, at
its sole discretion and in consultation with the Managers extend or shorten the
application period at any time and for any reason. If the application period is
extended or shortened, the other dates referred to herein might be changed
accordingly.

The Private Placement is directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and offering
prospectus requirements, and subject to other applicable selling restrictions.
The minimum application and allocation amount has been set to the NOK equivalent
of EUR 100,000. The Company may however, at its sole discretion, allocate
amounts below EUR 100,000 to the extent exemptions from the prospectus
requirement in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

A presentation prepared in connection with the Private Placement is attached to
this stock exchange notice.

Settlement and conditions

The Private Placement consists of one tranche with up to 30,653,281 Offer Shares
("Tranche 1") and a second tranche with a number of Offer Shares which results
in a total transaction (i.e., both tranches) that equals the final offer size
("Tranche 2"). The tranches will be settled on a delivery versus payment ("DVP")
basis facilitated through a pre-funding agreement to be entered into between the
Company and the Managers.

Delivery of Tranche 1 Offer Shares will be made on a DVP basis on or about 13
April 2023 and the Offer Shares in Tranche 1 are expected to be tradeable
following approval of Tranche 1 by the EGM and registration of the capital
increase relating to the Tranche 1 Offer shares in the Norwegian Registry for
Business Enterprises ("NRBE") and registration of the Tranche 1 Offer Shares in
Euronext Securities Oslo ("VPS"). Delivery of Tranche 2 Offer Shares will be
made on a DVP basis on or about 13 April 2023, following approval of Tranche 2
by the EGM, registration of the capital increase relating to the Tranche 2 Offer
Shares in the NRBE and registration of the Tranche 2 Offer Shares in the VPS.

The Tranche 2 Offer Shares will initially be delivered on a separate ISIN as the
listing of the Tranche 2 Offer Shares requires the preparation and publication
of the prospectus (the "Prospectus") approved by the Norwegian Financial
Supervisory Authority before such shares can be listed on the Oslo Stock
Exchange, currently expected within mid-April 2023. The Prospectus is
contemplated to be a combined prospectus for listing of the Offer Shares in
Tranche 2 and for the potential Subsequent Offering (as defined below).

Applicants will receive a pro-rata portion of Offer Shares in Tranche 1 and
Tranche 2 based on their overall allocation in the Private Placement. The
Company and the Managers reserve the right to deviate from this principle to the
extent any applicants accept to receive a larger portion of their allocated
shares in the form of shares issued in Tranche 2. Further, the Managers are
expected to pre-fund the relevant parts of the Private Placement to order to
facilitate a swift registration of the share capital increases.

Completion of the Private Placement by delivery of Offer Shares to investors is
subject to all necessary corporate resolutions being validly made by the
Company, including (i) the Company's Board of Directors (the "Board") resolving
to complete the Private Placement, at its sole discretion, (ii) the an
extraordinary general meeting of the Company to be held on or about 11 April
2023 (the "EGM") resolving the share capital increases pertaining to the
issuance of the Offer Shares, and (iii) registration of the share capital
increase pertaining to the issuance of the Offer Shares with the Norwegian
Register of Business Enterprises and the registration of the Offer Shares in the
VPS (the "Conditions").

By applying for the Offer Shares, the applicants allocated Offer Shares will
undertake to vote for all of their shares in the Company in favour of the
Private Placement and, if applicable the Subsequent Offering (as defined below),
at the EGM.

Subject to the completion of the Private Placement, customary lock-up agreements
are expected to be entered into with the following individuals and their related
companies:

o Key management (CEO Johan E. Andreassen, CFO Karl Øystein Øyehaug, COO
Jon-Birger Løvik and CDIO Svein Taklo): 90 days
o Board members: 90 days
o The Company: 180 days

Bank debt update

In connection with, and subject to, the completion of the Private Placement, DNB
Bank ASA, New York Branch, ("DNB Bank") has credit approved certain amendments
to the Group's existing credit facility granted by DNB Bank and Farm Credit of
Florida, ACA ("Farm Credit") (the "Credit Facility"). The amendments include
that