Norse Atlantic ASA

Share Issue/Capital Change • Nov 29, 2024

NORSE ATLANTIC ASA: KEY INFORMATION REGARDING POTENTIAL SUBSEQUENT OFFERING

NORSE ATLANTIC ASA: KEY INFORMATION REGARDING POTENTIAL SUBSEQUENT OFFERING

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, 29 November 2024: Reference is made to the stock exchange announcement

by Norse Atlantic ASA (the "Company") earlier today regarding a private

placement of 19,278,576 new shares in the Company directed towards B T Larsen &

Co Ltd ("BTLCo") at a subscription price of NOK 5 per share (the "Subscription

Price"), raising gross proceeds of NOK 96,392,880, equivalent to approx. USD 8.7

million (the "Private Placement"), and a potential subsequent share offering of

up to 82,800,000 new shares at the Subscription Price (the "Subsequent

Offering").

Subject to certain conditions, as described below, the Company's board of

directors (the "Board") may resolve to carry out the Subsequent Offering, which,

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

existing eligible shareholders in the Company as of 28 November 2024 (as

registered with the VPS two trading days thereafter (the "Record Date")),

excluding BTLCo, and who 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.

In accordance with the continuing obligations of companies listed on Euronext

Expand Oslo, the following key information is given with respect to the

Subsequent Offering:

· Date on which the terms and conditions of the repair issue were announced:

29 November 2024

· Last day including right: 28 November 2024

· Ex-date: 29 November 2024

· Record date: 2 December 2024

· Date of approval: On or about 20 December 2024 (date of an extraordinary

general meeting to be held in the Company (the "EGM"))

· Maximum number of new shares: 82,800,000 new shares

· Subscription price: NOK 5 per share

Completion of the Subsequent Offering is conditional on, inter alia, (i)

completion of the Private Placement, (ii) relevant corporate resolutions

(including necessary resolutions by the Company's extraordinary general

meeting), and (iii) the approval and publication of a prospectus.

The subscription period for the Subsequent Offering, if applicable, will

commence as soon as possible following the publication of an offering

prospectus, expected during Q1 2025.

The Company reserves the right, in its sole discretion, to not carry out the

Subsequent Offering.

For further information, please contact:

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

Media: Communications Manager, Christina Carare, christina.carare@flynorse.com

This information is published in accordance with the requirements of the

Continuing Obligations and is subject to the disclosure requirements pursuant to

Section 5-12 of the Norwegian Securities Trading Act.

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 SpareBank 1 Markets AS and Pareto Securities

AS, acting as "the Managers" in the Subsequent Offering 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 Subsequent Offering. They will not regard

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

Offering 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 Subsequent Offering, the contents of this

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

In connection with the Subsequent Offering, 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

Subsequent Offering 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.