Norse Atlantic ASA

Share Issue/Capital Change • Nov 24, 2022

Norse Atlantic ASA: Contemplated fully underwritten private placement

Norse Atlantic ASA: Contemplated fully underwritten private placement

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.

Arendal, 24 November 2022: Norse Atlantic ASA ("Norse" or the "Company") has

engaged Pareto Securities AS and SpareBank 1 Markets AS as joint bookrunners

(jointly the "Managers") to advise on and effect a contemplated underwritten

private placement of 120,000,000 new ordinary shares in the Company (the "Offer

Shares") to raise gross proceeds of NOK 300 million (approximately USD 30

million) (the "Offer Size") (the "Private Placement"). The subscription price

per Offer Share in the Private Placement will be at a fixed price of NOK 2.50

(the "Offer Price"). In addition, the Company's board of directors (the "Board")

intends to propose a subsequent offering towards existing shareholders not

participating in the Private Placement (the "Subsequent Offering").

The net proceeds from the Private Placement will be used to maintain a targeted

cash buffer following a requirement from UK air authorities to invest USD 46

million for use only by the Company's wholly owned UK Subsidiary Norse Atlantic

UK, in order to enable Norse to operate and increase the number of flights

operating from the UK (specifically London Gatwick) to the US, as well as for

general corporate purposes.

The Offer Price has been determined by the Board in discussions with the

Managers following a pre-sounding of the Private Placement with selected wall

-crossed existing and new investors.

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 has been set to the NOK equivalent

of EUR 100,000 per investor. However, the Company may, at its sole discretion,

allocate an amount below the NOK equivalent of EUR 100,000 to the extent

permitted by applicable exemptions from the prospectus requirements pursuant to

the Norwegian Securities Trading Act (the "STA") and ancillary regulations.

Further selling restrictions and transaction terms will apply.

The application period in the Private Placement will commence on 24 November

2022 at 16:30 CET and close on 25 November 2022 at 08:00 CET. The Company and

Managers may at their sole discretion extend or shorten the application period

at any time for any reason with short or no notice. If the application period is

extended or shortened, the other dates referred to herein may be amended

accordingly. Subject to successful completion of the application process for the

Private Placement, the Company will announce the final number of Offer Shares

placed in a stock exchange notice expected to be published before the opening of

trading on Euronext Growth Oslo tomorrow, 25 November 2022.

BT Larsen & Co Ltd (the largest shareholder currently directly owning 12.82% of

the Company), has pre-committed to subscribe for NOK 203 million in the Private

Placement. However, in the case of strong demand, its allocation may be scaled

back to 25% of the Private Placement in order to improve the overall free float

in the Company.

The Private Placement is underwritten at the Offer Price on the full Offer Size

by certain new investors and existing shareholders in the Company pursuant to an

underwriting agreement between the underwriters and the Company.

The underwriters and the pre-committed shareholders will receive a 7 per cent

underwriting commission based on the sum of their commitment. The Company's

obligation to pay the underwriting commission will be settled by new shares (the

"UWC Shares") to be issued by the EGM (as defined below) in connection with the

Private Placement at the Offer Price.

Conditional allocation of Offer Shares will be determined at the end of the

application period by the Board, at its sole discretion, in consultation with

the Managers. The Board will focus on, but is not limited to, allocation

criteria such as underwriting, pre-commitments, indications from the wall

-crossing phase of the Private Placement, current ownership in the Company,

timeliness of the application, relative order size, sector knowledge, perceived

investor quality and investment horizon. The allocation will observe applicable

rules of ownership restrictions under Regulation (EC) No 1008/2008 and

provisions to that effect as stipulated in the articles of association of the

Company.

Notification of allotment and payment instructions are expected to be issued to

the applicants on or around 25 November 2022 through a notification to be issued

by the Managers.

In connection with the Private Placement, 6 months lock-ups have been agreed for

the Company, the Company's management and the Board, subject to customary

exemptions. The underwriter BT Larsen & Co Ltd has also agreed to a 6 month lock

-up period in connection with the Private Placement, subject to customary

exemptions.

Settlement and conditions

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

payment (DVP) basis on or about 14 December 2022 before 09:00 CET. DVP

settlement of the Offer Shares is expected to be facilitated by a pre-payment

agreement between the Company and the Managers (the "Pre-Payment Agreement").

However, the allocated Offer Shares will not be delivered to the relevant

applicant before the registration of the capital increase pertaining to the

Offer Shares with the Norwegian Register of Business Enterprises (the "NRBE")

has been carried out. The Offer 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

Offer Shares in the NRBE. First day of trading of the Offer Shares is expected

to be on or about 12 December 2022.

The completion of the Private Placement is subject to the following conditions

(jointly, the "Conditions"): (i) the Board resolving to consummate the Private

Placement and conditionally allocate the Offer Shares, (ii) an extraordinary

general meeting (the "EGM" to be held on or about 9 December 2022) in the

Company resolving to approve the Private Placement and issue the Offer Shares

and UWC Shares and ancillary corporate resolutions to implement the Private

Placement, hereunder a capital decrease by reduction of par value per share and

grant an authorisation to the Board to carry out a Subsequent Offering, (iii)

each of the Pre-Payment Agreement and the UWA remaining unmodified and in full

force and effect and (iv) the share capital increase pertaining to the issuance

of the allocated Offer Shares and UWC Shares being validly registered with the

NBRE and validly issued and registered in the VPS. No guarantee can be given

that the required corporate resolutions will be passed.

Applicants being allocated Offer Shares in the Private Placement and who hold

shares in the Company as of the date of the EGM undertake to vote in favour of,

or give a voting proxy to be used in favour of, the approval of the Private

Placement and abovementioned corporate resolutions at the EGM.

The Private Placement has been considered by the Board in light of the equal

treatment obligations under the STA section 5-14, section 3.1 of the Euronext

Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014, and the Board is of

the opinion that it is in compliance with these requirements and guidelines. The

issuance of the Offer Shares is carried out as a private placement to maintain a

targeted cash buffer following a requirement by UK air authorities to invest USD

46 million for use only by the Company's wholly owned UK subsidiary Norse

Atlantic UK, in order to enable Norse to operate and increase the number of

flights operating from the UK to the US, and to fund general corporate purposes.

By structuring the equity raise as a private placement, the Company is able to

raise capital quickly and in an efficient manner. Furthermore, the Company has

conducted an investor pre-sounding process with existing and new investors to

obtain the best possible terms for the Private Placement. Finally, in order to

limit the dilutive effect of the Private Placement, the Board will consider to

propose to carry out the Subsequent Offering directed towards shareholders who

were not participating in the Private Placement (see details below). Further,

the Private Placement and ancillary corporate resolutions, hereunder the

approval of the Subsequent Offering and issuance of the UWC Shares, are subject

to approval by the EGM. On the basis of the above, and an assessment of the

current equity markets as advised by the Managers, the Company's need for

funding, deal execution risk and available alternatives, the Board is of the

opinion that the waiver of the preferential rights inherent in the Private

Placement is in the common interest of the Company and its shareholders.

Subsequent offering

Subject to, inter alia, (i) the completion of the Private Placement, (ii)

relevant corporate resolutions including approval by the Board and the EGM, and

(iii) prevailing market price of the Company's shares, the Board will, in its

sole discretion, consider carrying out the Subsequent Offering of new shares at

the Offer Price. Any such Subsequent Offering, if applicable and subject to

applicable securities laws, will be directed towards existing shareholders in

the Company as of 24 November 2022 (as registered with the VPS two trading days

thereafter) who (i) were not included in the wall-crossing phase of the Private

Placement, (ii) were not allocated Offer Shares in the Private Placement, and

(iii) 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.

Investor presentation

An investor presentation is attached to this notice and will be made available

on the Company's webpage.

Advisors

Pareto Securities AS and SpareBank 1 Markets AS act as joint bookrunners in the

Private Placement. Wikborg Rein Advokatfirma AS acts as legal counsel to the

Company, and Advokatfirmaet Wiersholm AS acts as legal counsel to the Managers

in connection with the Private Placement.

For further information, please contact:

Ben Boiling, Chief Financial Officer

Phone: +47 912 40 945

Email: ben.boiling@flynorse.com

About Norse

Norse is a new airline that offers affordable fares on long-haul flights,

primarily between Europe and the United States. The company was founded by CEO

and major shareholder Bjørn Tore Larsen in March 2021. Norse has a fleet of 15

modern, fuel-efficient and more environmentally friendly Boeing 787 Dreamliners

that will serve destinations including New York, Los Angeles, Fort Lauderdale,

Orlando, Oslo, London, Berlin and Paris. The company's first flight took off

from Oslo to New York on June 14, 2022.

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to the STA section 5-12.

This stock exchange release was published by Ben Boiling 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 the STA section 5-12. 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

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.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The "Prospectus Regulation"

means Regulation (EU) 2017/1129, as amended (together with any applicable

implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

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.

Neither the Managers nor any of their respective affiliates make any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

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.

This announcement is an advertisement and is not a prospectus for the purposes

of the Prospectus Regulation as implemented in any Member State.