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: gunnar@atlanticsapphire.com, investorrelations@atlanticsapphire.com
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.