Norse Atlantic ASA

Share Issue/Capital Change • Nov 3, 2023

Norse Atlantic ASA: Successful completion of private placement

Norse Atlantic ASA: Successful completion of private placement

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

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA 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, 3 November 2023: Reference is made to the stock exchange announcement

by Norse Atlantic ASA ("Norse" or the "Company") today (the "Announcement")

regarding a contemplated private placement (the "Private Placement") of new

shares in the Company (the "Offer Shares"). The Company is pleased to announce

that the Private Placement has been successfully placed. Following strong

demand, the offer size of the Private Placement has been increased from the NOK

equivalent of USD 45 million to USD 55 million (equal to approx. NOK 613

million), through the allocation of 55,690,500 Offer Shares (conditionally in

respect of Tranche 2 as described below) at a fixed price per Offer Share of NOK

11.00 (the "Offer Price").

The Private Placement has been managed by Pareto Securities AS and SpareBank 1

Markets AS (together, the "Managers").

The net proceeds to the Company from the Private Placement will be used to

improve the liquidity through the shoulder and winter season, until such time as

the revenue generated from the seasonally stronger summer program bookings are

collected, as well as for general corporate purposes.

BT Larsen & Co Ltd ("B T Larsen") (the second largest shareholder currently

directly owning approximately 19.9% of the outstanding shares in the Company)

had pre-committed to subscribe for NOK 150 million in the Private Placement,

however, due to the strong demand in the Private Placement, BT Larsen was scaled

back to its pro-rata share of the upsized Private Placement which equals an

allocation of approximately NOK 122 million. Scorpio Holdings Limited

("Scorpio") (the largest shareholder currently directly owning approximately

20.5% of the outstanding shares in the Company) had pre-committed to subscribe

for, and was allocated, approximately NOK 150 million in the Private Placement.

The Private Placement is divided in two tranches: A first tranche consisting of

9,978,161 Offer Shares ("Tranche 1"), which equals the maximum number of shares

the board of directors (the "Board") may issue pursuant to the authorization

granted by the annual general meeting in the Company on 15 June 2023 (the "Board

Authorization"), and a second tranche consisting of 45,712,339 Offer Shares

("Tranche 2"), to be issued by the EGM (as defined below).

B T Larsen and Scorpio will receive their entire allocation of Offer Shares in

Tranche 2. Allocations of Offer Shares to other applicants are expected to be

split between Tranche 1 and Tranche 2 on a pro rata basis.

Settlement of Offer Shares in Tranche 1 is expected to take place on or about 8

November 2023, and settlement of Offer Shares in Tranche 2 is expected to take

place on or about 29 November 2023, subject to a resolution by the EGM. Delivery

of the Offer Shares allocated in Tranche 1 of the Private Placement will, in

order to facilitate delivery-versus-payment ("DVP") settlement, be made by

delivery of existing and unencumbered shares in the Company already admitted to

trading on Euronext Expand Oslo, pursuant to a share lending agreement between B

T Larsen, the Company and the Managers. Delivery of the Offer Shares allocated

in Tranche 2 will, in order to facilitate DVP settlement, be made through a

combination of: (i) delivery of existing and unencumbered shares in the Company

already admitted to trading on Euronext Expand Oslo, pursuant to a share lending

agreement between B T Larsen and Scorpio, the Company and the Managers and (ii)

through a pre-payment agreement between the Company and the Managers (the "Pre

-Payment Agreement"). The Offer Shares allocated to applicants in Tranche 1 will

be tradable from notification of allocation, and the Offer Shares allocated to

applicants (other than to B T Larsen and Scorpio, as further described below) in

Tranche 2 will thus be tradeable subject to a resolution by the EGM to issue the

Offer Shares in Tranche 2 and registration of the share capital increase

pertaining to the Offer Shares in Tranche 2 by the Norwegian Register of

Business Enterprises (the "NRBE"). A portion of the new shares to be redelivered

and of the Offer Shares to be issued to B T Larsen and Scorpio in Tranche 2 will

be issued on a separate ISIN, and will not be tradable on Euronext Expand Oslo

until a prospectus has been approved by the Financial Supervisory Authority of

Norway and published by the Company.

Based on the Board Authorization, the Board has resolved to issue the 9,978,161

Offer Shares in Tranche 1, all of which will be subscribed by the Managers and,

once issued, will be delivered to B T Larsen as settlement of shares borrowed in

relation to settlement of Tranche 1.

For purposes of, inter alia, resolving to issue the Offer Shares in Tranche 2,

to be subscribed by the Managers and, once issued, delivered to the applicants

and/or B T Larsen and Scorpio as settlement of shares borrowed in relation to

settlement of Tranche 2, and, if applicable, to authorize the Board to issue new

shares in the Subsequent Offering (see below), the Board has resolved to call

for an extraordinary general meeting in the Company to be held on 27 November

2023 (the "EGM"). The notice to the EGM will be published in a separate stock

exchange announcement on or about 6 November 2023.

Completion of Tranche 1 is not conditional upon completion of Tranche 2. The

settlement of Offer Shares under Tranche 1 will remain final and binding and

cannot be revoked, cancelled or terminated by the respective applicants if

Tranche 2 is not completed. The Company reserves the right in its sole

discretion to cancel Tranche 2 if the relevant conditions (set out in the

Announcement) are not fulfilled, including the resolution by the EGM to issue

the Offer Shares in Tranche 2. If Tranche 2 is not completed (e.g. due to non

-approval by the EGM), applicants will not be delivered Offer Shares in Tranche

2 and the Company will only receive the gross proceeds for the issue of the

9,978,161 new shares issued under the Board Authorization in Tranche 1.

Following registration of the new share capital pertaining to the issuance of

the Offer Shares in Tranche 1, the Company will have a share capital of NOK

382,496,200.00 divided into 76,499,240 shares, each with a par value of NOK 5.

Following registration of the new share capital pertaining to the issuance of

the Offer Shares in Tranche 2, subject to the resolution by the EGM, the Company

will have a share capital of NOK  611,057,895.00 divided into 122,211,579

shares, each with a par value of NOK 5.

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

the Company's management and the Board, subject to customary exemptions. The

Company's shareholders B T Larsen and Scorpio have also agreed to a 6-month lock

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

exemptions.

Applicants who have been allocated Offer Shares in the Private Placement and who

hold shares in the Company as of the date of the EGM have undertaken 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 2.1 of the Oslo Rule

Book 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 in order to improve the

liquidity through the shoulder and winter season, until such time as the revenue

generated from the seasonally stronger summer program bookings are collected, as

well as for general corporate purposes. By structuring the equity raise as a

private placement, the Company is able to efficiently raise the necessary

capital for the abovementioned purposes. The Company has also conducted an

investor pre-sounding process with existing and new investors to obtain the best

possible terms for the Private Placement, including a market-based offer price.

In addition, the Company has received pre-commitments from the pre-committing

investors to reduce transaction risk. In order to limit the dilutive effect of

the Private Placement and to facilitate equal treatment, 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).

Finally, the Private Placement and ancillary corporate resolutions, including

the issuance of the Tranche 2 Offer Shares, are subject to approval by the EGM,

at which the Company's shareholders will be given an opportunity to express

their opinion and vote over the related share capital increase. 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.

Subject to completion of the Private Placement and certain other conditions (as

described below), the Board has resolved to carry out a subsequent offering of

up to 9,100,000 new shares at the Offer Price (the "Subsequent Offering"),

which, if applicable and subject to applicable securities law, will be directed

towards existing eligible shareholders in the Company as of 3 November 2023 (as

registered with the VPS two trading days thereafter, the "Record Date") 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 (the "Eligible Shareholders"). The Eligible Shareholders will

receive non-transferrable subscription rights in the Subsequent Offering. Over

-subscription with subscription rights, as well as subscription without

subscription rights, will not be permitted in the Subsequent Offering.

Completion of the Subsequent Offering will be subject to (i) completion of the

Private Placement, (ii) relevant corporate resolutions, including a resolution

by the EGM to authorise the Board to issue the new shares in the Subsequent

Offering, (iii) prevailing market price of the Company's shares, including the

trading price of the Company's shares exceeding the Offer Price and (iv) the

approval and publication of a prospectus, which will be issued as soon as

practical following completion of the Private Placement. The subscription period

for the Subsequent Offering (if applicable) will commence as soon as possible

following the publication of a prospectus. The Company reserves the right, in

its sole discretion, to cancel the Subsequent Offering.

A separate stock exchange notice will be made on key information for the

Subsequent Offering.

Legal advisors

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:

Investors: CFO, Anders Jomaas, Anders.Jomaas@flynorse.com

Media: SVP Communications, Philip Allport, philip.allport@flynorse.com

About Norse

Norse Atlantic Airways is an 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 serve destinations including New York, Los Angeles, Orlando,

Boston, Washington, Boston, Jamaica, Barbados, Bangkok, Miami, Oslo, London,

Berlin, Rome 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 information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. None of the Managers or any of their respective

affiliates or any of their respective directors, officers, employees, advisors

or agents accepts any responsibility or liability whatsoever for, or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this announcement (or whether any information

has been omitted from the announcement) or any other information relating to the

Company, its subsidiaries or associated companies, whether written, oral or in a

visual or electronic form, and howsoever transmitted or made available, or for

any loss howsoever arising from any use of this announcement or its contents or

otherwise arising in connection therewith. This announcement has been prepared

by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

possessions, any State of the United States and the District of Columbia),

Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction

where to do so would constitute a violation of the relevant laws of such

jurisdiction. The publication, distribution or release of this announcement may

be restricted by law in certain jurisdictions and persons into whose possession

any document or other information referred to herein should inform themselves

about and observe any such restriction. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act, and may not be offered or sold in the

United States absent registration with the U.S. Securities and Exchange

Commission or an exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any securities referred to herein in the United States or to conduct a public

offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by

means of a set of subscription materials provided to potential investors.

Investors should not subscribe for any securities referred to in this

announcement except on the basis of information contained in the aforementioned

subscription material. 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 EU Prospectus Regulation, i.e. only to investors who

can receive the offer without an approved prospectus in such EEA Member State.

The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and 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 to 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.

This announcement is made by, and is the responsibility of, the Company. The

Managers and their respective affiliates are acting exclusively for the Company

and no-one else in connection with the Private Placement. They will not regard

any other person as their respective clients in relation to the Private

Placement and will not be responsible to anyone other than the Company, for

providing the protections afforded to their respective clients, nor for

providing advice in relation to the Private Placement, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their

respective affiliates, acting as investors for their own accounts, may subscribe

for or purchase shares and in that capacity may retain, purchase, sell, offer to

sell or otherwise deal for their own accounts in such shares and other

securities of the Company or related investments in connection with the Private

Placement or otherwise. Accordingly, references in any subscription materials to

the shares being issued, offered, subscribed, acquired, placed or otherwise

dealt in should be read as including any issue or offer to, or subscription,

acquisition, placing or dealing by, such Managers and any of their respective

affiliates acting as investors for their own accounts. The Managers do not

intend to disclose the extent of any such investment or transactions otherwise

than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "aim", "expect",

"anticipate", "intend", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies, and other important

factors which are difficult or impossible to predict and are beyond its control.

Such risks, uncertainties, contingencies, and other important factors could

cause actual events to differ materially from the expectations expressed or

implied in this release by such forward-looking statements. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company, each of the Managers and their

respective affiliates expressly disclaims any obligation or undertaking to

update, review or revise any forward-looking statement contained in this

announcement whether as a result of new information, future developments or

otherwise. The information, opinions and forward-looking statements contained in

this announcement speak only as at its date and are subject to change without

notice.