Atlantic Sapphire

Share Issue/Capital Change • May 7, 2019

Atlantic Sapphire AS: Contemplated private placement and acceleration of the US build-out

Atlantic Sapphire AS: Contemplated private placement and acceleration of the US build-out

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Atlantic Sapphire AS: Contemplated private placement and acceleration of the US build-out

(Oslo, 7 May 2019) Atlantic Sapphire AS ("Atlantic Sapphire" or the "Company") has retained Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, as Joint Bookrunners (together the "Managers") to advise on and carry out a private placement of new shares, after the close of trading on Merkur Market today (the "Private Placement"). The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions.

Through the Private Placement, the Company is offering new shares for gross proceeds of approximately NOK 783 million (~USD 90 million), representing approximately 13% of the outstanding capital of the Company on a fully diluted basis. The Company was initially targeting a lower amount, but has decided to increase the size of the Private Placement following significant interest and demand indications from reputable investors contacted during a recent market sounding exercise. The price in the Private Placement is NOK 92.50 per share. 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.

The net proceeds of the Private Placement will be used for:

i) advancement of the US "phase 2a" build-out (NOK 365 million) in addition to potential acquisition of real estate,

ii) repayment of bridge loan (NOK 113 million),

iii) upgrades, cost-overruns and budget omissions (NOK 130 million), and

iv) higher US “phase 2a” equity share of financing and/or for any strategic investment opportunities (~NOK 135 million)

The book building period for the Private Placement opens today at 16:30 CEST and closes on 8 May 2019 at 08:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the book building period at their sole discretion and on short notice.

The new shares to be issued in connection with the Private Placement will be issued based on a Board authorization granted by the Company's annual general meeting held on 23 June 2017. The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company, that are already listed on Merkur Market, pursuant to a share lending agreement between DNB Markets, the Company and Alsco AS. The shares delivered to the subscribers will thus be tradable upon allocation.

The Managers have prior to launch received indications of demand covering the full offering size of the Private Placement at the Offer Price.

Further, Alexander Reus (board member) has pre-committed to subscribe for shares for a total value equal to the NOK equivalent of USD 1 million; Vatne Equity AS, represented in the board by Henrik Krefting has pre-committed to subscribe for shares for a total value equal to the NOK equivalent of USD 1.5 million; AsInvest AS, controlled by Andre Skarbø (board member), has pre-committed to subscribe for its pro-rata share of the Private Placement (approximately USD 0.9 million); and other employees of the Company have pre-committed to subscribe for a smaller amount.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The share issuance will be carried out as a private placement in order to complete a transaction in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. On this basis, and based on an assessment of the current equity markets, the Company's Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.

For further information, please contact:

Johan E. Andreassen

Chairman, Atlantic Sapphire AS;

or Karl Øystein Øyehaug

Finance Director, Atlantic Sapphire AS

About Atlantic Sapphire AS

Atlantic Sapphire is pioneering BluehouseTM (land-raised) salmon farming, locally, and transforming protein production, globally. Atlantic Sapphire has been operating its innovation center in Langsand, Denmark since 2011 with a strong focus on R&D and innovation to equip the company with technology and procedures that enables the company to commercially scale up production in end markets close to the consumer.

In the US, the company has since 2010 worked to identify and permit the ideal location for BluehouseTM farming in Miami, Florida. The company is well underway with construction of its phase 1 build out which is projected to harvest approximately 10,000 tons of salmon annually, beginning in Q3, 2020. The company has also secured the key US water permits to produce up to 90,000 tons onsite, annually.

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

Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan 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 of the disclosure requirements pursuant to 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 the 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 Private Placement 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.