Flyr AS — Capital/Financing Update 2022

Nov 9, 2022

Flyr AS: Updated terms of the contemplated capital raise

Flyr AS: Updated terms of the contemplated capital raise

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES

OR ANY OTHER 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.

Reference is made to the stock exchange announcement published by Flyr AS

("Flyr" or the "Company") on 8 November 2022 regarding the expiry of the

subscription period for the contemplated private placement.

The board of directors of the Company have evaluated the proposal for an

alternative transaction structure from a combination of existing and new

professional investors, and is of the opinion that this is in the best interest

of the Company and its shareholders.

The Company contemplates a capital raise to potentially raise gross proceeds of

up to NOK 700 million through issuance of up to 70,000,000,000 new shares at a

subscription price of NOK 0.01 per share (the "Offer Price"), comprising of the

following elements:

i. A contemplated private placement of new ordinary shares in the Company (the

"New Shares"), raising gross proceeds of NOK 250 million (the "Private

Placement")

ii. A subsequent offering of new ordinary shares in the Company towards existing

shareholders unable to participate in the Private Placement raising gross

proceeds of up to NOK 100 million (the "Subsequent Offering")

iii. An allocation of one subscription right for each new share allocated to

investors participating in the Private Placement that can be exercised partially

or fully on 31 January 2023, 28 February 2023, or 31 March 2023, raising gross

proceeds of up to NOK 250 million

iv. An allocation of one subscription right for each new share allocated to

investors participating in the Subsequent Offering that can be exercised on 31

March 2023, raising gross proceeds of up to NOK 100 million (the subscription

rights in item iii) and iv) together referred to as the "Subscription Rights").

The net proceeds from the Private Placement will be used to re-establish the

Company's financial position to bring the Company through Q1 2023, while the

Subsequent Offering and any proceeds from the exercise of Subscription Rights

will enable the Company to be positioned to ramp-up for the coming spring and

summer based on the Company's business plan and market assumptions. The proceeds

from the Private Placement will not make room for payment of Emission Trading

System quotas (EU ETS) in April 2023 or the required buffer capital for the

Company's operations in Q2 2023. Accordingly, the Company will require

additional capital to be raised by the end of Q1 2023 through the Subsequent

Offering and any proceeds from the exercise of Subscription Rights. If the

Company fails to raise this additional new capital by the end of Q1 2023, the

Company may not be able to sustain its future operations.

The Private Placement

The application period in the Private Placement will commence on 9 November 2022

at 09:00 CET and close on 10 November 2022 at 16:30 CET. The Managers and the

Company may, however, at any time resolve to close or extend the application

period on short or without notice. If the application period is shortened or

extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and

international investors (a) outside the United States in reliance on Regulation

S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),

and (b) to investors in the United States who are "qualified institutional

buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each

case subject to an exemption being available from prospectus requirements and

any other filing or registration requirements in the applicable jurisdictions

and subject to other selling restrictions. The minimum application and

allocation amount have been set to the NOK equivalent of EUR 100,000 per

investor. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirements pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Allocation of New Shares will be determined on or about 10 November 2022 by the

Board at its sole discretion and in consultation with the Managers. The Board

may focus on allocation criteria such as (but not limited to) existing ownership

in the Company, timeliness of the application, relative order size, sector

knowledge, perceived investor quality and investment horizon.

First day of trading of the New Shares is expected to be on or about 17 November

2022, but not before the capital increase pertaining to the New Shares has been

registered with the Norwegian Register of Business Enterprises (the "NRBE").

The Board will call for an extraordinary general meeting expected to be held on

or about 16 November 2022 (the "EGM") to consider the Private Placement, the

Subsequent Offering, and the issuance of the Subscription Rights. The

extraordinary general meeting originally scheduled for 10 November 2022 is

cancelled.

The Board intends to propose a reverse share split (Norwegian: "aksjespleis")

after the Private Placement to support a higher trading price of the share.

Settlement and conditions

Settlement of the New Shares is expected to take place on a delivery versus

payment (DVP) basis on or about 21 November 2022. DVP settlement of the New

Shares is expected to be facilitated by a prepayment agreement between the

Company and the Managers, however, the allocated New Shares will not be

delivered to the relevant applicant before the registration of the capital

increase pertaining to the New Shares with the NRBE has taken place. The New

Shares allocated to investors will be tradeable on Euronext Growth Oslo

following a stock exchange announcement by the Company announcing the

registration of the share capital increase pertaining to the New Shares in the

NRBE.

Completion of the Private Placement is subject to the following conditions

(jointly, the "Conditions"): (i) the corporate resolutions of the Company

required to implement the Private Placement, including the approval of the

Private Placement by the EGM, (ii) the EGM approving the issuance of the

Subscription Rights as well as to grant the board of directors an authorization

to carry out the Subsequent Offering, and (iii) registration of the capital

increase pertaining to the New Shares in the NRBE and the New Shares being

validly issued and registered in the VPS.

The Company has considered the Private Placement and the issuance of

Subscription Rights to participants in the Private Placement in light of the

equal treatment obligations under the Norwegian Securities Trading Act and Oslo

Børs' Circular no. 2/2014 and taking into account the significant dilution for

the existing shareholders not participating in the Private Placement. The Board

is of the opinion that the waiver of the preferential rights inherent in a

private placement and the issuance of the Subscription Rights to participants in

the Private Placement, taking into consideration the very strained financial

situation of the Company and the challenging capital markets conditions and

options available for the Company, that the Private Placement is necessary for

the Company, and as such in the common interest of Company and its shareholders.

In order to limit the dilutive effect of the Private Placement, the Board will

propose that the EGM resolves the Subsequent Offering and the issuance of

subscription rights to participants in the Subsequent Offering on the terms

mentioned below, and the Board will also seek to prioritize existing

shareholders in the allocation of shares in the Private Placement.

Subsequent offering

Subject to, inter alia, completion of the Private Placement, an authorization by

the EGM to carry out the share capital increase pertaining to the Subsequent

Offering, and prevailing market price of the Company's shares, the Board will

carry out the Subsequent Offering at the same price per share as the Offer

Price. The Subsequent Offering will be directed towards existing shareholders in

the Company as of 10 November 2022 (as registered with the VPS two trading days

thereafter) who (i) were not allocated New Shares in the Private Placement, and

(ii) are not resident in a jurisdiction where such offering would be unlawful,

or would (in jurisdictions other than Norway) require any prospectus filing,

registration or similar action. Participants in the Subsequent Offering are also

expected to be granted subscription rights.

Investor Presentation

An updated investor presentation can be found on the IR-pages of the Company on

the following link: https://flyr.com/reports-and-presentations

Arctic Securities AS

+47 21 01 30 70

Carnegie AS:

+47 22 00 93 40

SpareBank 1 Markets AS

+47 24 14 74 70

Advisors

Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS act as Joint

Bookrunners in the Private Placement.

For further information, please contact:

Brede Huser, Chief Financial Officer

Phone: +47 99 16 99 74

Email: brede.huser@flyr.com

About Flyr

Flyr is a Norwegian based low-cost carrier with a demand driven business model

and a primary focus on the Norwegian market. The company targets a modern,

digital, and efficient setup to ensure high operational efficiency through

simplicity, optimized resource utilization and smart use of technology. Flyr AS

is listed at Euronext Growth under the ticker FLYR.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation.  This stock exchange release was published by Brede

Huser, Chief Financial Officer on the time and date provided.

Important information

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan Hong Kong 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 to the disclosure

requirements of 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 any 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

potential Private Placement in the Company, 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.