Atlantic Sapphire

Share Issue/Capital Change • Jun 3, 2021

Private Placement of NOK equivalent of up to USD 120 million

Summary of Key Terms

THE PRIVATE PLACEMENT
Issuer:	Atlantic Sapphire ASA (the "Company"), a company incorporated under the laws of Norway with registration number 895 436 232, and listed on the Oslo Stock Exchange, with ticker code "ASA",
Listing venue / ISIN:	Oslo Stock Exchange (ticker code: ASA) / NO 0010768500.
Shares outstanding:	80,713,551 shares outstanding, each with a par value of NOK 0.10 and 1,021,489 share options outstanding.
Pre-money market cap:	Approximately NOK 7.9 billion based on current share price levels.
The Private Placement:	The Company is proposing an offering to raise the NOK equivalent of up to USD 120 million from the issuance of new ordinary shares in the Company (the "Shares"), representing approximately 13 % of the outstanding capital at current share price levels (the "Private Placement"). The Private Placement is directed towards certain Norwegian and international investors and institutional investors who may lawfully participate in the Private Placement, provided the Company is not required to file a prospectus, registration, application or other similar documentation in relation to the Private Placement, (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") and (ii) in the United States to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act. See "Terms and Conditions" below for further information on the selling and transfer restrictions applicable to the Private Placement.
Purchase Price:	The final purchase price per Share (the "Purchase Price") and the final number of Shares to be issued will be determined by the Company's board of directors (the "Board") on the basis of a book building process. The minimum application for and allocation of Shares in the Private Placement is Shares with an aggregate purchase price of at least the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant the Norwegian Securities Trading Act and ancillary regulations, or similar legislation in other jurisdictions, are available.
Joint Bookrunners	The Company has appointed Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and BofA Securities Europe SA (together the "Joint Bookrunners") as joint bookrunners for the Private Placement.
Use of proceeds:	The Company intends to use the net proceeds from the Private Placement to (i) partly finance phase 2 construction anticipated to commence in Q2 2021, (ii) 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 and (iii) general corporate purposes.
Application Period:	The application and book building period will start on 3 June 2021 at 16:30 (CET) and close on 4 June 2021 at 08:00 (CET) (the "Application Period"). The Company may in its sole discretion at any time and for any reason, in cooperation with the Joint Bookrunners, on one or more occasions and without notice to applicants, close or extend the Application Period. If the Application Period is changed, the other dates referred to herein may be changed accordingly. Notwithstanding any change in the Application Period, applicants (as defined below) will be bound by their application for Shares.
Application Guidance	By placing an application for Shares, the applicant (the "Applicant") confirms its request to purchase Shares as specified in the relevant application. The Applicant may choose to apply for either (i) an unspecified number of Shares with a specified aggregate purchase price or (ii) a specified number of Shares. A maximum purchase price per Share may be set by the Applicant. If a maximum purchase price per Share is not indicated, the Applicant shall be deemed to accept the Purchase Price determined on the basis of the book building process. Any application is irrevocable for the Applicant and cannot be withdrawn, cancelled or modified by the Applicant after being received by the Joint Bookrunners, irrespective of the Purchase Price, unless the Purchase Price exceeds any maximum purchase price per Share set by the Applicant.
	With respect to certain of the Joint Bookrunners, applications for Shares in the Private Placement will be made on the basis of an Application Agreement and a Term Sheet.
	The Applicant irrevocably undertakes to purchase the number of Shares allocated to the Applicant (the "Allocated Shares") and authorises and instructs each of the Joint Bookrunners, and any person appointed by the Joint Bookrunners, each acting alone, to (i) subscribe for the Allocated Shares on behalf of the Applicant and (ii) approve and execute all necessary documents on behalf of the Applicant in relation to such subscription, allocation and purchase of Shares.
	Applications must be in the possession of one of the Joint Bookrunners by the end of the Application Period in order to be taken into account in connection with the allocation of Shares. The Applicant bears the risk of any postal delays, unavailable internet lines or servers, unavailable phone lines and any other logistical or technical problems that may result in applications not being received in time or at all. The Applicant is further responsible for the correctness of the information in the application.
Allocation and Settlement	The Purchase Price and the number of Shares to be issued by the Company in the Private Placement will be determined by the Board following expiry of the Application Period. Notification of allocation and payment instructions are expected to be sent to the Applicant on or about 4 June 2021. The due date for payment of the aggregate purchase price for the Allocated Shares (the "Purchase Amount") will be specified in the payment instruction. Overdue payments will be charged with interest at a rate according to the Norwegian Act on Interest on Overdue Payments of 17 December 1976 No. 100, currently being 8.00% p.a.
	If the Applicant fails to comply with the terms of payment, the Company reserves the right to cancel the application in part or in full, allocate the Allocated Shares to another purchaser and/or re-sell all or part of the Allocated Shares for the Applicant's cost and risk (and the Applicant will not be entitled to any profit thereof) on such terms and such conditions as the Company may decide. The Applicant will be liable for any loss, cost or expense suffered or incurred by the Company or the Joint Bookrunners as a result of or in connection with such re-allocation, re-sale or the Applicant's failure to make timely payment.
	The Allocated Shares are expected to be delivered to the Applicant by registry on the Applicant's VPS account on or about 8 June 2021, provided that the Company has received full payment for the Shares on the due date for payment.

	The Allocated Shares in the Private Placement are expected to 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 the Oslo Stock Exchange pursuant to a share lending agreement between the Company, DNB Markets, a part of DNB Bank ASA, and certain existing shareholders of the Company. In the United States, offers of the Shares will be made solely by one or more broker-dealers registered as such under
	the U.S. Securities Act.
Lock-up	Customary lock-up agreement expected with the following individuals and their related companies, subject to customary exceptions:  Johan E. Andreassen: 180 days  Other selected key management: 180 days  Board members: 90 days  The Company: 180 days
TERMS AND CONDITIONS OF APPLICATIONS
Company Information; Representations and Warranties	1.		By placing an application for Shares in the Private Placement, an Applicant confirms that it is relying solely on the publicly available information about the Company at the time of launch of the Private Placement (collectively the "Company Information"). By placing an application for Shares in the Private Placement, the Applicant further confirms that it has not relied on any opinions, projections, analysis or other information supplied to it by the Company, the Joint Bookrunners or any of their respective affiliates, or any employee, director, officer, advisor, agent or representative of any of the aforementioned (collectively, "Representatives"), other than in the case of the Company only as included in the Company Information.
			An investment in the Shares entails significant risks. Please refer to the description of risk factors included in the information made public by the Company, including financial reports, for a description of the risk factors which the Company assumes to be most relevant for an investment in the Shares.
	2.		By placing an application for Shares in the Private Placement the Applicant confirms that it:
		(i)	is not applying for or purchasing Shares, neither for own account nor for the account of others, in violation of the selling and transfer restrictions of any jurisdiction;
		(ii)	has received and carefully read the Company Information, including, but not limited to, any risk factors relating to the Company;
		(iii)	has had access to such financial and other information concerning the Company and its subsidiaries (collectively, the "Group"), the Private Placement and the Shares as it deems necessary or desirable in connection with the application for and purchase of Shares, and has made such investigation with respect thereto as it deems necessary;
		(iv)	has made its own assessment of the Group, the Private Placement and the Shares and has, to the extent deemed necessary by the Applicant, consulted with its own independent advisors concerning relevant financial, operational, tax, legal, currency and other considerations relating to its application for and purchase of Shares;
		(v)	has been afforded an opportunity to request from the Company, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained in the Company Information;
		(vi)	has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits, risks and suitability of a decision to apply for and purchase Shares;
		(vii)	it is aware that its ability to make claims against the Company in relation to the Shares after the registration of the share capital increase pertaining to the issuance of the Shares with the Norwegian Register of Business Enterprises is severely limited by law;
		(viii)	is able to bear the economic risk related to, and to withstand a complete loss of, an investment in the Shares;
		(ix) (x)	is able to lawfully participate in the Private Placement and purchase Shares; satisfies any and all standards for investors in investments of the Shares imposed by the jurisdiction
			of its residence and any other applicable jurisdictions;
		(xi)	is empowered, authorised and qualified to purchase the Shares, and the person signing this letter has been duly authorised to do so; and
		(xii)	accepts that all commitments, acceptances, confirmations, representations, warranties and undertakings given by the Applicant are given for the benefit of the Company and the Joint Bookrunners and may be enforced against the Applicant by each of the Company and the Joint Bookrunners.
	3.	accepts that:	Furthermore, by placing an application for Shares in the Private Placement the Applicant acknowledges and
		(i)	no due diligence (neither legal, financial, commercial nor technical), other than a Q&A with the Company, has been carried out by the Joint Bookrunners or by any other parties in connection with the Private Placement;
		(ii)	the Shares are being offered on the basis of the Company Information only, and no prospectus or other registration document has been approved or published in connection with the Private Placement at the time of application for or purchase of Shares;
		(iii)	the Company may seek additional equity financing through private placements, rights issues, or other types of offerings. In particular, the Company may choose to carry out a subsequent repair offering towards existing shareholders of the Company. Any such issue of shares may dilute the Applicant's relative ownership in the Company, and the Applicant acknowledges that it may not be offered the opportunity to participate in such issue of shares;
		(iv)	the Joint Bookrunners are not providing any service to the Applicant, making any recommendations to the Applicant, advising the Applicant regarding the suitability of any transactions the Applicant

		may enter into to buy any Shares, nor providing advice to the Applicant in relation to the Shares or the Company;
	(v)	the Joint Bookrunners and their respective affiliates and others (including the Joint Bookrunners' legal counsel) will rely upon the truth and accuracy of the acknowledgements, representations, warranties given by the Application;
	(vi)	a listing prospectus will be prepared in connection with the listing of the new shares issued as part of settlement of the Share Lending (as defined below) and, accepts not to have had access to such prospectus at the time of application for or purchase of Shares and that the Applicant will remain bound by its application and subscription for Shares following the publication of such prospectus regardless of its content and any new information which may be contained therein; and
	(vii)	no person has been authorised to give any information or to make any representation concerning the Group or the Private Placement (other than as contained in the Company Information) and any such other information or representation should not be relied upon as having been authorised by the Company or the Joint Bookrunners.
Liability for the Joint Bookrunners	4.	By placing an application for Shares in the Private Placement, the Applicant agrees that the Joint Bookrunners and their Representatives shall not be held liable for any loss incurred by the Applicant or any of its Representatives as a result of or in relation to the Private Placement, including but not limited to any loss arising as a consequence of:
	(i)	any errors or omissions in the Company Information;
	(ii)	any errors or omissions in information provided to the Joint Bookrunners by or on behalf of the Company;
	(iii)	any assumptions used by or on behalf of the Company in determining future funding requirements and sources of capital;
	(iv) (v)	any insufficient financing of the Group; any material adverse change in the Group's financial, legal or business position; or
	(vi)	the Applicant's authorisation and instruction to subscribe for Shares.
	5.	None of the Joint Bookrunners or their respective Representatives make any undertaking, representation or warranty, express or implied, to the Applicant regarding the accuracy or completeness of the information (whether written or oral) concerning the Group, the Private Placement or the Shares received by the Applicant whether such information was received through the Joint Bookrunners, the Company, their respective Representatives or otherwise.
	6.	The Joint Bookrunners and their Representatives make no warranties that the Private Placement will be carried out or that any Shares will be allocated to the Applicant.
	7.	The Joint Bookrunners shall have no responsibility for the delivery and payment obligations of the Company and the Applicant, respectively.
Liability for the Company	8.	By placing an application for Shares in the Private Placement, the Applicant agrees that the Company and its Representatives shall not be held liable for any loss incurred by the Applicant or any of its Representatives as a result of or in relation to the Private Placement.
Indemnity	9.	By placing an application for Shares in the Private Placement, the Applicant confirms that the authorisation and instruction to subscribe for Shares granted to the Joint Bookrunners (and any person appointed by the Joint Bookrunners) is irrevocable and without reservations, and the Applicant shall indemnify and hold harmless the Joint Bookrunners and any appointed person against any loss or claims in relation to the execution of the authorisation and instruction.
Allocation Criteria and Commission	10.	Allocation will be made at the sole discretion of the Board, in consultation with the Joint Bookrunners, and there is no guarantee that any potential investor will be allocated Shares. The Board will focus on criteria such as (but not limited to) perceived investor quality, existing ownership in the Company, timeliness of the application, early indication and price leadership, relative order size, sector knowledge, investment history and investment horizon. The Company reserves the right, at its sole discretion, to reject or reduce all applications, in whole or in part, or to cancel the Private Placement, and to treat incorrect, incomplete and delayed applications as valid.
	11.	Applicants are not allowed to apply or subscribe for Shares by commission or similar arrangements.
Conditions for Completion	12.	The Company reserves the right, at its sole discretion, to reduce or cancel the Private Placement at any time.
of the Private Placement	13.	The completion of the Private Placement is conditional upon the corporate resolutions of the Company required to implement the Private Placement, including approval of the Board pursuant to an authorisation granted by the Company's annual general meeting held on 12 May 2021. The Private Placement is not subject to receiving Applications for a minimum number of Shares or an issue of a minimum number of Shares.
Issue, Trading and Listing of Shares	14.	Shares allocated in the Private Placement can be traded on the Oslo Stock Exchange upon allocation. Applicants who wish to trade the Shares on the Oslo Stock Exchange prior to delivery of Shares run the risk that payment and delivery is not completed as set out herein.
	15.	DNB Markets, a part of DNB Bank ASA, and the Company have entered into a share lending agreement with Alsco AS, JEA Invest AS and Vatne Equity AS (the "Share Lenders"), pursuant to which the Share Lenders are expected to lend the Shares to the Joint Bookrunners in order to facilitate delivery on a regular T+2 basis (the "Share Lending"). Subsequent to completion of the Private Placement, the Company shall carry out a share capital increase towards the Joint Bookrunners (on behalf of the Applicants), issuing the same number of new shares as allocated in the Private Placement. Shares issued by the Company shall be used to redeliver any and all borrowed shares to the Share Lenders. The new shares issued to the Joint Bookrunners (on behalf of the Applicants) and to be redelivered to the Share Lenders cannot be traded on the Oslo Stock Exchange until (i) the increase in the Company's share capital has been registered with the Norwegian

		Register of Business Enterprises, (ii) the Shares have been registered in the VPS, and (iii) for a portion of the Shares, a listing prospectus has been approved by the Financial Supervisory Authority of Norway.
Selling Restrictions	16.	The Private Placement is directed towards investors subject to applicable exemptions from relevant registration and prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act. Further selling restrictions apply.
Target Market	17.	Non-professional, professional and eligible counterparties.
	18.	Negative target market: An investment in the Offer Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile.
Joint Bookrunner Consideration	19.	The Joint Bookrunners have entered into agreements with the Company, pursuant to which they will receive a placing fee for providing services in connection with the Private Placement. The placing fee is contingent on a successful completion and pricing and size of the Private Placement.
Limitation of Liability	20.	The Company and the Joint Bookrunners, to the fullest extent permissible under applicable law, expressly disclaim any liability whatsoever towards the Applicant in connection with the Private Placement and by placing an application for Shares in the Private Placement the Applicant understands and expressly agrees that it is applying for and subscribing Shares on this basis. The Joint Bookrunners make no undertaking, representation or warranty, express or implied, to the Applicant regarding the accuracy or completeness of the Company Information and any other information (whether written or oral), concerning the Company, the Shares or the Private Placement received by the Applicant whether such information was received through the Joint Bookrunners or otherwise, and the Applicant acknowledges by the Applicant's application that the Applicant has not been induced to make an application for Shares by any representation, warranty or undertaking by any of the aforementioned.
Governing Law	21.	Norwegian law. Each of the Company, the Joint Bookrunners and the Applicant irrevocably submits to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue, and waives any objections to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.