Norse Atlantic ASA

Share Issue/Capital Change • Nov 29, 2024

NORSE ATLANTIC ASA: SECURED USD 15 MILLION INVESTMENT IN A COMBINATION OF EQUITY AND LOAN AND EXTENDED MATURITY OF EXISTING SHAREHOLDER LOAN

NORSE ATLANTIC ASA: SECURED USD 15 MILLION INVESTMENT IN A COMBINATION OF EQUITY AND LOAN AND EXTENDED MATURITY OF EXISTING SHAREHOLDER LOAN

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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Arendal, 29 November 2024: Norse Atlantic ASA (the "Company") is pleased to

announce that it has secured approx. USD 15 million (equivalent to approx. NOK

165.8 million) in new capital through an equity and debt investment by its

founding shareholder, B T Larsen & Co Ltd ("BTLCo"). The investment consists of

a private placement of new shares directed towards BTLCo raising gross proceeds

of NOK 96,392,880 (equivalent to approx. USD 8.7 million) (the "Private

Placement"), and a shareholder loan of approx. USD 6.3 million (equivalent to

approx. NOK 69.4 million) provided by BTLCo (the "Shareholder Loan"). The

aggregate net capital made available to the Company from the Private Placement

and the Shareholder Loan will be used for general corporate purposes.

Terje Bodin Larsen, the Company's Chairman of the board of directors, comments:

"We are pleased to announce the approx. USD 15 million investment by BTLCo as a

basis to execute on the Company's revised business model. The investment

demonstrates the commitment and belief by the Company's founding shareholder in

our new strategy, to be less dependent on variable revenue by subleasing part of

our fleet at favourable terms providing fixed revenue. The value of our assets

is evidenced by the conditioned longer-term ACMI/wet lease agreement covering

the full capacity of six aircraft, as further detailed in the Company's stock

exchange notice published earlier today."

The Private Placement

In the Private Placement, as resolved by the Company's board of directors (the

"Board") based on an authorisation granted by the Company's general meeting on

14 June 2024, BTLCo subscribes for 19,278,576 new shares (the "Private Placement

Shares") at a subscription price of NOK 5.00 per share (the "Subscription

Price"), representing a premium of approx. 30% compared to the closing price of

the Company's shares on Euronext Expand yesterday (28 November 2024) at NOK

3.845. The total subscription amount for the Private Placement Shares is NOK

96,392,880 (equivalent to approx. USD 8.7 million). The Private Placement Shares

will, following their issuance, represent approx. 13.0% of the Company's

outstanding shares. BTLCo will in aggregate following completion of the Private

Placement hold 43,549,801 shares representing in total 29.46% of the total share

capital of the Company. Separate statutory disclosures will be made.

The Shareholder Loan

The Shareholder Loan is structured as a USD 6.3 million revolving credit

facility. The Shareholder Loan is issued on corresponding market terms as the

existing Facility (as defined below), and any drawn amounts are to be repaid on

or before 31 December 2025. Amounts drawn under the Shareholder Loan will carry

interest at a rate of 15% per annum. A commitment fee of 4.5% per annum will

apply on any undrawn part of the Facility. The Shareholder Loan and the Facility

will include customary cross default provisions, as well a dividend covenant

until repayment of the loans.

Extended maturity date for existing shareholder loan

The maturity date for the existing USD 20 million credit facility provided by

BTLCo and Scorpio Holdings Limited (the "Facility") has been agreed extended

from 15 December 2024 to 31 March 2026. The head terms of the Facility, as

detailed in the stock exchange announcements on 12 April 2024 and 15 October

2024, remain unchanged.

Equal treatment considerations - Subsequent Offering

The Private Placement entails a deviation from the shareholders' pre-emptive

rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited

Companies Act. The Board has diligently considered the deviation from the

shareholders' pre-emptive rights to be in the best interest of the Company and

its shareholders. Moreover, the Private Placement has been considered by the

Board in light of the equal treatment obligations under the Norwegian Securities

Trading Act 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.

In reaching these conclusions, the Board emphasized that the Private Placement

will provide the Company with immediate secured funds to execute on its business

plan. Furthermore, the Subscription Price is well above the highest and average

trading price of the Company's shares since the beginning of July 2024, and

therefore, based on the current market price, the Private Placement does not

result in financial dilution for the Company's existing shareholders.

Alternative structures to the Private Placement have been considered.

To facilitate equal treatment, hereunder to limit the dilutive effect of the

Private Placement and provide shareholders who did not participate in the

Private Placement the opportunity to subscribe for shares at the same price, the

Board proposes that a subsequent offering (the "Subsequent Offering") is carried

out by the issuance of up to 82,800,000 new shares, at the same subscription

price as in the Private Placement, which equals up to NOK 414 million in gross

proceeds, directed at shareholders of the Company as per 28 November 2024 (as

registered with the VPS two trading days thereafter), except for BTLCo, 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. The subscription period for the Subsequent Offering will

commence following the approval and publication of an offering prospectus,

expected during Q1 2025. The Subsequent Offering provides the Eligible

Shareholders with a delayed investment decision (on equal terms) which is

beneficial for the Eligible Shareholders.

The Subsequent Offering is subject to, inter alia, completion of the Private

Placement, relevant corporate resolutions (including necessary resolutions by

the Company's extraordinary general meeting), prevailing market price and traded

volume of the Company's shares, and approval of a prospectus. Further

information on any Subsequent Offering will be provided in a separate stock

exchange release. The Board reserves the right in its sole discretion to not

conduct or to cancel the Subsequent Offering.

Advisors

Pareto Securities AS and SpareBank 1 Markets AS are acting as financial advisors

and Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in

connection with the Private Placement and the Shareholder Loan.

For further information, please contact:

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

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

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

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and the Norwegian Securities Trading Act section 5

-12.

This stock exchange announcement was published by Christina Carare 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 Pareto Securities AS and SpareBank 1 Markets

AS (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 a potential 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.

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.