Atlantic Sapphire ASA: Contemplated private placement of Convertible Loan

Issuer

Atlantic Sapphire ASA

Miami, FL, 15 September 2025

Reference is made to the stock exchange notice by Atlantic Sapphire ASA
("Atlantic Sapphire" or the "Company", and together with its consolidated
subsidiaries, the "Group") on 31 August 2025 (the "Announcement") regarding,
inter alia, the contemplated raise of a new convertible loan of USD 31 - 35
million (the "Convertible Loan").

The Company's Board of Directors has now resolved to launch a private placement
for a contemplated Convertible Loan of USD 35 million (the "Private Placement").
The application period for the Private Placement (the "Application Period")
starts today, 15 September 2025 at 09:00 CEST, and ends on 16 September 2025 at
16:30 CEST.

DNB Carnegie, a part of DNB Bank ASA, ("the Manager") is acting as manager for
the Private Placement.

The Manager has received pre-commitments so that the transaction is fully
covered. This includes pre-commitments from the following primary insiders and
close associates of primary insiders:

• Nordlaks Holding AS ("Nordlaks") for a loan amount of USD 11.4 million;
• Condire Management LP ("Condire") for a loan amount of USD 11.4 million;
• Strawberry Capital AS ("Strawberry") for a loan amount of USD 3.4 million
• Pedro Courard (CEO) for a loan amount of USD 50,000
• Gunnar Aasbo Skinderhaug (Deputy CEO & CFO) for a loan amount of USD 50,000

However, in case of demand from other investors, the total allocation to
Nordlaks, Condire and Strawberry may be scaled back.

Key terms of the Convertible Loan

The key terms of the Convertible Loan will be as set out in the Announcement,
and as further detailed in the notice for the extraordinary general meeting (the
"EGM") announced by the Company on 9 September 2025. Please refer to the
Announcement and the EGM notice for details on the key terms of the Convertible
Loan.

The Company's Board of Directors have resolved that all investors that have
provided indications of subscriptions prior to the release of this stock
exchange notice will receive the underwriting fee as referred to in the
Announcement.

Further information on the Private Placement

The Company may, at its sole discretion and in consultation with the Manager,
extend or shorten the Application Period at any time and for any reason, and on
short or without notice.

The Private Placement is directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and offering
prospectus requirements, and subject to other applicable selling restrictions.
The minimum application and allocation amount has been set to USD 200,000. The
Company may however, at its sole discretion, allocate amounts below USD 200,000
to the extent exemptions from the prospectus requirement in accordance with
applicable regulations, including the Norwegian Securities Trading Act and
ancillary regulations, are available.

Allocation in the Convertible Loan will be made at the sole discretion of the
Company's Board of Directors after input from, and in consultation with, the
Manager after expiry of the Application Period. Notifications of allocation are
expected to be issued to the applicants on or about 17 September 2025 through a
notification to be issued by the Manager.

The Company reserves the right to cancel, and/or modify the terms of, the
Private Placement at any time and for any reason prior to approval of the
Convertible Loan by the EGM. Neither the Company nor the Manager will be liable
for any losses incurred by investors if the Private Placement is cancelled
and/or modified, irrespective of the reason for such cancellation. The
completion of the Convertible Loan is subject to approval by the EGM and certain
other usual and customary conditions precedents

Adjustments to bank financing package

In connection with the completion of the Convertible Loan, DNB Bank ASA has
credit approved certain amendments to the current loan agreement for the Group's
credit with DNB Bank ASA (the "Credit Facility"), including; (i) adjustments of
covenants related to, inter alia, the ratio of Net Interest Bearing Debt to
EBITDA and that the minimum EBITDA shall exceed a certain level, (ii) release of
parts of the restricted cash under the Credit Facility, (iii) adjusting the
maturity date to July 2027, and (iv) delayed instalments.

Increased amount of Bridge Loan

Following the publication of the notice for the EGM, the Company has agreed with
the lenders under a USD 6 million bridge loan raised from Strawberry Capital AS,
Nordlaks Holding AS and Condire Management LP (jointly, the "BoD Shareholders")
(the "Bridge Loan") to increase the principal amount of the Bridge Loan to USD 8
million. The Bridge Loan (including PIK interest and origination fee) will be
rolled over into the Convertible Loan, subject to approval by the EGM.

Equal treatment considerations

The Board has carefully considered the transaction structure, including the size
of the Convertible Loan and the compensation to the lenders through underwriting
and origination fees, and the Company's funding needs, in light of applicable
equal treatment principles.

The Board acknowledges that the proposed Convertible Loan will provide
participation opportunities only to certain investors, which may result in
dilution for non-participating shareholders. However, following thorough
deliberations and extensive discussions with the Company's largest shareholders,
the Board is of the view that the Convertible Loan represents the most viable
financing alternative available to the Company under current market conditions.
The Convertible Loan has furthermore been offered to external investors on
substantially the same terms as those offered to the Company's shareholders,
which supports that the terms and conditions of the Convertible Loan and
pertaining transactions are at arm's length terms.

Emphasis should further be placed on the fact that the terms and conditions of
the Convertible Loan have been subject to extensive arm's length commercial
negotiations between the Company and the BoD Shareholders, who have committed to
subscribe for USD 26.2 million in gross cash proceeds. The same is supported by
the fact that further additional funds resulting in indications of interest so
that the transaction is fully covered has been secured from certain other
existing shareholders and external investors following the publication of the
Announcement. While acknowledging that the fees and costs associated with the
Convertible Loan may appear substantial, the Board is of the view that
alternative financing options are not feasible at this time and that the
proposed transaction represents a fair solution for the Company and its
shareholders under prevailing market conditions.

Advisors

DNB Carnegie, a part of DNB Bank ASA, has been engaged as Advisor for the
Company in connection with the Convertible Loan. Advokatfirmaet CLP DA is acting
as Norwegian legal counsel for the Company in connection with the Convertible
Loan.

For further information, please contact:
Pedro Courard,
CEO, Atlantic Sapphire ASA

Gunnar Aasbo-Skinderhaug
Atlantic Sapphire ASA, Deputy CEO/ CFO
Email: [email protected], [email protected]

About Atlantic Sapphire ASA:
Atlantic Sapphire is pioneering Bluehouse® (land-raised) salmon farming,
locally, and transforming protein production, globally. Atlantic Sapphire
operated its innovation center in Denmark from 2011 until 2021 with a strong
focus on R&D and innovation to equip the Company with the technology and
procedures that enable the Company to commercially scale up production in end
markets close to the consumer.  In the US, the Company holds the requisite
permits and patents to construct its Bluehouse® in an ideal location in
Homestead, Florida, just south of Miami. The Company's Phase 1 facility is in
operation, which provides the capacity to harvest up to approximately
7,500-8,500 tons (HOG) of salmon annually. The Company completed its first
commercial harvest in the US in September 2020. Atlantic Sapphire is currently
developing its Phase 2 expansion, which will bring total annual production
capacity to 25,000 tons and has a long-term targeted harvest volume of >100,000
tons.

This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.

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