Miami, FL, 17 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 15 September 2025 regarding the launch of a private placement for a contemplated convertible loan of USD 35 million (the "Convertible Loan" and the "Private Placement").
Following expiry of the application period for the Private Placement, the Company's Board of Directors has now resolved to conditionally allocate participations in the Convertible Loan for a total amount of approximately USD 35 million.
The Convertible Loan, together with certain amendments in the Group's credit facility with DNB Bank ASA (the "Credit Facility"), is estimated to fund the capex and operations of the Company until reaching EBITDA break-even of Phase 1, with a contingency.
Key terms of the Convertible Loan
The key terms of the Convertible Loan will be as set out in the stock exchange notice issued by the Company on 31 August 2025, 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 such stock exchange notice and the EGM notice for details on the key terms of the Convertible Loan.
As described in the Company's stock exchange notice issued on 15 September 2025, the Company's Board of Directors have resolved that all investors that provided indications of subscriptions prior to the release of said stock exchange notice will receive the underwriting fee referred to the stock exchange notice issued by the Company on 31 August 2025.
Completion of the Convertible Loan remains subject to approval by the EGM and certain other usual and customary conditions precedents.
Participation of primary insiders in the Convertible Loan
The following close associates of primary insiders have been conditionally allocated participations in the Convertible Loan as set out below:
• Strawberry Capital AS (close associate of Chairman Kenneth Andersen), for a loan amount of USD 3,400,000;
• Nordlaks Holding AS (close associate of Deputy Chairman Eirik Welde), for a loan amount of USD 11,400,000;
• Condire Management LP (close associate of Board observer Detlef von Sehrwald), for a loan amount of USD 11,400,000;
• Pedro Courard (CEO), for a loan amount of USD 50,000; and
• Gunnar Aasbø Skinderhaug (Deputy CEO & CFO), for a loan amount of USD 50,000
Formal PDMR notifications will be issued following 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 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 shareholders represented on the Board of Directors, who pre-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 was fully covered at launch were secured certain other existing shareholders and external investors following publication of the Company's stock exchange notice on 31 August 2025. 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.