Atlantic Sapphire

Major Shareholding Notification • Mar 1, 2024

Atlantic Sapphire ASA: Mandatory notification of trades and disclosure of large shareholdings

Atlantic Sapphire ASA: Mandatory notification of trades and disclosure of large shareholdings

Miami, FL, 1 March 2024

Reference is made to the stock exchange notice by Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company") on 29 February 2024 regarding the completion of an underwritten private placement of 307,125,000 new shares (the "Offer Shares") at a subscription price of NOK 1.20 per share (the "Offer Price"), raising gross proceeds of approx. NOK 369 million (the "Private Placement").

Reference is further made to the resolution by the Company's Board of Directors (the "Board") on 29 February 2024, to increase the Company's share capital pursuant to a Board authorisation granted by a general meeting of the Company on 11 October 2023 as part of the completion of tranche 1 of the Private Placement consisting of 156,080,000 Offer Shares ("Tranche 1").

The share capital increase pertaining second tranche of the Private Placement ("Tranche 2"), consisting of 151,045,000 Offer Shares, will be proposed resolved by an extraordinary general meeting of the Company to be held on or about 22 March 2024 (the "EGM"). As the Company has secured voting undertakings in favour of such share capital increase at the EGM, the allocations of Offer Shares set out above concern the full Private Placement (i.e. both Tranche 1 and Tranche 2).

The following persons discharging managerial responsibilities ("PDMRs") and close associates to PDMRs has subscribed for and been allocated Offer Shares in the Private Placement at the Offer Price:

- ASInvest AS, a close associate of Board member André Skarbø, has been allocated 3,878,204 Offer Shares at the Offer Price, corresponding to a total subscription amount of NOK 4,653,844.80;

- Karl Øystein Øyehaug, CFO, has been allocated 83,333 Offer Shares at the Offer Price, corresponding to a total subscription amount of NOK 99,999.60;

- Strawberry Equities AS, a close associate of Chairman Kenneth Jarl Andersen, has been allocated 28,789,670 Offer Shares at the Offer Price, corresponding to a total subscription amount of NOK 34,547,604; and

- Nordlaks Holding AS, a close associate of Deputy Chairman Eirik Welde, has been allocated 43,499,907 Offer Shares at the Offer Price, corresponding to a total subscription amount of NOK 52,199,888.40.

In order to facilitate for settlement on a delivery versus payment basis of Offer Shares in the Private Placement, a share lending agreement has been entered into between the Company, Nordlaks Holding AS ("Nordlaks") and Strawberry Capital AS ("Strawberry") (as "Share Lenders"), and DNB Markets, a part of DNB Bank ASA (as "Lending Manager") (the "Share Lending Agreement").

Under the Share Lending Agreement, the Lending Manager shall borrow 93,648,000 existing shares in the Company from Nordlaks, and 62,432,000 existing shares from Strawberry in connection with tranche 1 of the Private Placement.

Please see the attached forms in accordance with Article 19 of the Market Abuse Regulation.

Prior to the consummation of the share loans under the Share Lending Agreement in connection with tranche 1 of the Private Placement (and prior to receipt of Offer Shares in Tranche 1), Nordlaks owns 98,357,244 shares and Strawberry owns 65,096,062 shares in the Company, equal to approx. 12.32% and approx. 8.15%, respectively, of the outstanding shares and votes in the Company at the date hereof.

Following the effectuation of the share loans in connection with tranche 1 of the Private Placement, Nordlaks will hold 4,709,244 shares, representing 0.59% of the votes and shares in the Company, whereas Strawberry will hold 2,664,062 shares, representing 0.33% of the votes and shares in the Company. Nordlaks and Strawberry will thereby fall below the 10% and 5% thresholds, respectively, pursuant to section 4-2 of the Norwegian Securities Trading Acy.

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 approximately 10,000 tons (HOG) of salmon annually. The Company completed its first commercial harvest in the US in September 2020. Atlantic Sapphire is currently constructing its Phase 2 expansion, which will bring total annual production capacity to 25,000 tons, and has a long-term targeted harvest volume of 220,000 tons.

This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation (EU) 596/2014 article 19 number 3 and sections 4-2 and 5-12 of the Norwegian Securities Trading Act.