ATLANTIC SAPPHIRE
ASA
ADDITIONAL REGULATED INFORMATION REQUIRED TO BE DISCLOSED UNDER THE LAWS OF A MEMBER STATE
Atlantic Sapphire ASA – Potential Refinancing and Bridge Loan
Miami, Florida, 27 March 2026
Reference is made to the stock exchange notice released by Atlantic Sapphire ASA (“Atlantic Sapphire” or the “Company”) on 23 March 2026 regarding the Company’s financing requirement and ongoing discussions with its largest shareholders and key stakeholders.
The Company has received an indicative offer for a bridge loan (the "Bridge Loan") with a group of shareholders and convertible lenders (the “Investor Group”) as part of an indicative offer for a comprehensive refinancing of the Company (the "Potential Refinancing"). The Investor Group represents approximately 63% of the shares and 93% of the Company's outstanding convertible loan (the "Convertible Loan").
The Bridge Loan and the Potential Refinancing are subject to final agreement. A number of elements of the Potential Refinancing will require amendments to the articles of the Company and the approval of the general meeting of the Company with the requisite majority.
The Bridge Loan The Bridge Loan is in the amount of up to USD 10 million, divided into two tranches, and carries an interest rate of 12% per annum with an origination fee of 15% of the principal. If agreed, the first tranche is expected to be disbursed on or about 30 March 2026. The Bridge Loan matures on 15 May 2026, subject to extension if the parties reach agreement on the Potential Refinancing. The disbursement of the Bridge Loan is subject to certain conditions, including the consent of DNB Bank ASA as the Company’s senior lender and certain amendments to the Company's existing Convertible Loan and the Company's indicative support of the Potential Refinancing.
The Potential Refinancing As per a report provided by the Company's independent financial advisors, the fair enterprise value of the Company is in the range of USD 25-75 million. The Company has financial debt in excess of USD 114 million.
The Potential Refinancing sets out the framework for a comprehensive refinancing agreement between the Company and the Investor Group, which, subject to contract, includes the following key components:
• Voluntary tender offer: The Investor Group would, through a special purpose vehicle ("SPV"), put forth a voluntary offer satisfying the terms and conditions of a mandatory offer (the "Tender Offer") to the existing shareholders of the Company (excluding the members of the Investor Group) to purchase, subject to applicable securities laws, all of the shares in the Company at an offer price of NOK 0.5 per share. • Rights issue: Following completion of the Tender Offer, unless the Tender Offer would result in the Company's shares being de-listed from Euronext Oslo Børs (the "OSE"), the Company would carry out a rights issue at a per share subscription price of NOK 0.1 for gross proceeds of a NOK amount equal to USD 15 million (the "Rights Issue"). Transferable subscription rights would not be issued. • Equitization of the Bridge Loan: If the Company and the Investor Group enter into binding agreements with respect to the Potential Refinancing, the Bridge Loan, unless the Bridge Loan has been previously repaid, shall be converted to equity at the same price per share as in the Rights Issue (NOK 0.1). • Amendments to the Convertible Loan: The Investor Group would agree to write off 23% of their 93% of the Convertible Loan and subsequently convert it into shares at the same price per share as in the Rights Issue (NOK 0.1). The holders of the remaining Convertible Loan would be granted an option to convert their loan at the same terms.
Effect on existing shareholders A refinancing in accordance with the Potential Refinancing would result in significant changes to the Company’s capital structure, substantial dilution and could lead to a compulsory acquisition of existing shareholders.
The board notes that the Company's shares currently trade at price levels that do not reflect the value of the Company's equity as appraised by the Company's independent advisors, and hence also at price levels far exceeding the price levels at which the transactions contemplated above would be carried out.
The Company is discussing the terms and conditions of the Bridge Loan and the Potential Refinancing with the Investor Group.
Arctic Securities has been engaged as financial advisor to the Company to support work towards a long-term financing solution. Further updates will be provided when available.
In line with its fiduciary duties, the Board will continue to evaluate all available alternatives to secure the best possible outcome for the Company and its stakeholders, and welcomes engagement from any parties who may be able to contribute to a successful refinancing.
For further information, please contact: Gunnar Aasbø-Skinderhaug, Deputy CEO/CFO, 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’s Phase 2 expansion, will bring total annual production capacity to 25,000 tons and the Company has a long-term targeted harvest volume of >100,000 tons.
This information constitutes inside information as defined in the EU Market Abuse Regulation (MAR), is subject to the disclosure requirements pursuant to the MAR and the Norwegian Securities Trading Act section 5-12. This stock exchange release was published by Gunnar Aasbø-Skinderhaug, at the time and date set out above.