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Atlantic Sapphire

Share Issue/Capital Change Jun 3, 2021

3543_rns_2021-06-03_dcae805a-0c17-472a-8595-48f500a1504f.pdf

Share Issue/Capital Change

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Company Update Equity Funding of Phase 2 Construction of the Miami Bluehouse

3 rd of June 2021

IMPORTANT INFORMATION

IMPORTANT INFORMATION

This presentation (the "Presentation") has been produced by Atlantic Sapphire ASA (the "Company") exclusively for information purposes. This Presentation has not been approved, reviewed or registered with any public authority or stock exchange. This Presentation is not a prospectus and does not contain the same level of information as a prospectus. This Presentation is strictly confidential and may not be disclosed, in whole or in part, or summarized or otherwise reproduced, distributed or referred to, in whole or in part, without prior written consent of the Company. To the best of the knowledge of the Company and its Board of Directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import.

This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates or intends to operate. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation to update any forward-looking statements or to conform these forward-looking statements to our actual results. Furthermore, information about past performance given in this Presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. Actual experience may differ, and those differences can be material.

By reviewing this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the businesses of the Company. This Presentation must be read in conjunction with the recent financial reports of the Company and the disclosures therein, as well as other public disclosures made by the Company. The distribution of this Presentation may in certain jurisdictions be restricted by law. Persons in possession of this Presentation are required to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of this Presentation in any country or jurisdiction where specific action for that purpose is required.

This Presentation does not in itself constitute an offer to sell or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of an offer to buy or subscribe for, any shares or other securities in any jurisdiction, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company.

This Presentation must be read in conjunction with the stock exchange release to which it is attached.

By reviewing this Presentation, you agree to be bound by the foregoing limitations.

This Presentation speaks as of June 3, 2021. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation shall be governed by Norwegian law, and any disputes relating to hereto is subject to the sole and exclusive jurisdiction of Norwegian courts, with Oslo District Court as legal venue.

Q1 2021 - US Construction and Operational Update

Q1 2021 operational issues addressed as planned

  • Feeding held back in the beginning of Q2 2021 (risk reduction) while the action plan for the Q1 2021 issues was being implemented
  • Now at all-time-high water quality parameters and growth rates across all grow-out systems, setting the stage for stable, good biological performance from Q3 2021

Achieved sales prices at stable, high levels

  • Low percentage of downgrades since March 2021, bringing the average price achievement close to the established premium pricing for Superior 3kg+ fish
  • Holding back on harvest volumes in Q2 2021 to build biomass and maximize capacity utilization for 2021
  • High product quality and taste, great customer feedback

Phase 2 construction

  • Phase 2 construction has started expected completion of the first 1/3 of capacity in mid-2022
  • Ramp-up in harvest volume from Q1 2023, full steady state phase 2 production expected in Q3 2023 of annualized 25,000t (HOG)
  • Water treatment specialists Hazen & Sawyer and Wharton-Smith responsible for design and construction, respectively
  • Ph. 2 capex budget of USD14/kg (HOG), plus USD1/kg (HOG) for centralized functions for expansion beyond ph. 2
  • Construction budget accounts for recent commodity price inflation

Q1 2021 Challenges Have Been Addressed, Operations Now Back On Track

Q1 2021 – US Action Plan Status

US Q1 2021 challenges Why it's important What's been the Q1 impact When it will be
fixed
Current status
New center
drain (design
weakness)
Avoids clogging of tanks;
ensures
stable
flow of new water into tanks even in
case of elevated mortality.
Resulted in March 23 mortality event,
because the new drains had not yet
been installed
Q2 2021 On track:
New center
drains
installed in half of
the tanks
Splitting of grow-out
systems
Risk mitigation; reduce financial impact
of incidents
Higher financial impact of March 23
mortality event
Q2 2021 On track: One
system left to split
Internal chiller plant
breakdown
Temperature stability and cost of cooling Temporary temperature instability
and rental chillers and generators add
short term cost
Electrified by Q2
2021, cutting chilling
cost
On track
to electrify remaining
chillers
Drum filter area, ozone
and
protein skimmers not
fully commissioned
Water quality optimization tools
necessary to reach budgeted feeding
Reduced Q1 2021 feeding and
growth, poor drum sump design
triggered March 23 incident
Q2 2021 Completed
Batch 1 maturation Reduced growth, high
FCR and lower
price achievement
Low biological performance and price
achievement in Q4(20) & Q1(21)
Currently, normal
maturation for Batch
2
Completed:
Low maturation in
batch 2
On Track To Get Back To Target JEA Index

Offering Summary

Issuer
Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company")
The Private Placement
Private placement to raise the NOK equivalent of up to USD 120
million from the issuance of new ordinary shares in the Company (the "Offer Shares")
Offer price
To be determined through an accelerated bookbuilding
process.
Use of proceeds The net proceeds of the Private Placement will be used for:

Partly finance Phase 2 construction anticipated to commence in Q2 2021

Acceleration of further expansion ("Grand Master Plan"). Initial, long lead investments and construction of centralized infrastructure such as power and chiller
plant that will benefit subsequent buildouts

General corporate purposes
Pre-commitments from
primary insiders
Primary insiders
The following primary insiders and key employees have pre-committed to subscribe for Offer Shares in the Private Placement:

Andre Skarbø, a member of the board, has pre-committed to subscribe for NOK 5 million

Tone Bjørnov, a member of the board, has pre-committed to subscribe for 2,000 shares
Lock-up Customary lock-up agreement expected with the following individuals and their related companies:

Johan E. Andreassen: 180 days

Other selected key management: 180 days

Board members: 90 days

The Company: 180 days
Selling restrictions
Institutional and professional investors in Norway and internationally, subject to applicable exemptions from the relevant registration, filing and prospectus
requirements

In the United States, to QIBs as defined in Rule 144a of the U.S. Securities Trading Act
Allocation criteria
Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timeliness of the application, price leadership, relative order
size, sector knowledge, investment history, perceived investor quality and investment horizon. There is no guarantee that any
potential investor will be allocated
shares
Managers
Arctic Securities AS, BofA
Securities Europe SA and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (together, the "Managers")

Transaction Summary

Transaction background

▪ Contemplated equity issuance of up to 120 USDm, with use of proceeds to partly fund phase 2 construction of the Miami Bluehouse

  • Phase 2 construction commencing in Q2 2021
  • Acceleration of further expansion ("Grand Master Plan")
  • Initial, long lead investments and construction of centralized infrastructure such as power and chiller plant that will benefit subsequent buildouts
  • General corporate purposes

Existing Undrawn Debt financing

  • As previously communicated, the debt financing requirement of Phase 2 will be covered through already existing debt facilities of USD 150 million, comprised of USD 32 million committed facilities and USD 98 million uncommitted accordion facility. The USD 98 million facility amount is permitted to be incurred under the facility agreement subject to certain conditions including compliance with existing financial covenants. The Company may request existing and new lenders (existing lenders have first right of refusal) for this facility amount.
  • Undrawn RCF of USD 20 million available for working capital based on a borrowing base
Sources USDm Uses USDm
Private Placement 120 Phase 2 capex 210
Committed debt 52 "Grand Master Plan" capex 15
Uncommitted accordion debt 98 General corporate purposes and
working capital
52
Q1
cash on balance sheet1
7
SUM 277 SUM 277

Funding plan for upcoming investments (USDm)

7

1RCF was undrawn as of end of Q1 2021

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