Norse Atlantic ASA - Final results of the Rights Issue and Bond Conversion Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Arendal, 19 June 2026: Reference is made to the previous stock exchange announcements made by Norse Atlantic ASA (the "Company") regarding the fully underwritten rights issue of 2,039,664,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 0.50 per Offer Share (the "Subscription Price"), raising gross proceeds of NOK 1,019,832,000 (the NOK equivalent to approximately USD 110 million) (the "Rights Issue"). As further detailed in the stock exchange announcement on 4 June 2026, the net proceeds from the Rights Issue will be applied as follows: (i) repayment of the Bridge Loan Facility to the extent not set off against subscription amounts payable by the Bridge Lenders for new shares allocated to them in the Rights Issue; and (ii) the remainder for general corporate purposes, including funding of ongoing operations and working capital.

The subscription period in the Rights Issue expired on 19 June 2026 at 16:30 hours (CEST). Approximately 78.8% of the subscription rights in the Rights Issue (the "Subscription Rights") were validly exercised and 86.2% of the Subscription Rights were collectively represented by the subscribing Subscription Rights holders.

The final allocation of the Offer Shares in the Rights Issue has now been completed based on the allocation criteria set out in the Company's Prospectus dated 4 June 2026 (the "Prospectus"). A total of 2,039,664,000 Offer Shares were allocated, of which 1,606,732,969 were allocated based on valid subscriptions from investors having exercised granted and acquired Subscription Rights, and 432,931,031 Offer Shares were allocated to the pre-committing investors who had also underwritten the Rights Issue.

Separate regulatory notifications will be made in respect of allocations of Offer Shares to PDMRs and their closely associated persons.

Notification of allocated Offer Shares and the corresponding subscription amounts to be paid by each subscriber are expected to be distributed on or about 22 June 2026; subscribers having access to investor services through their VPS account managers will be able to check the number of Offer Shares allocated to them from 12:00 hours (CEST) on that date, while subscribers without such access may contact one of the Managers from 12:00 hours (CEST) on the same date. Payment for the allocated Offer Shares falls due on 23 June 2026 in accordance with the payment procedures described in the Prospectus.

The Offer Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 29 June 2026 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 30 June 2026. The Offer Shares are expected to be tradable on Euronext Expand Oslo from and including 30 June 2026.

Bond Conversion Offer

The Company offered bondholders the opportunity to convert their Bonds under the "Norse Atlantic ASA USD 30,000,000 8.5 per cent. senior unsecured convertible bonds 2025/2027" (the "Bonds") into new shares in the Company at a conversion price of NOK 0.50 per share (the "Bond Conversion Offer"). The acceptance period for the Bond Conversion Offer expired on 17 June 2026 at 16:30 hours (CEST). The Company has received valid acceptances from bondholders representing approximately 96% of the outstanding Bonds (equivalent to a principal amount of USD 28.75 million), corresponding to 545,932,674 new shares (the "Bond Conversion Shares"). Pursuant to the authorisation granted by the extraordinary general meeting on 2 June 2026, the board of directors is expected to resolve to increase the share capital by issuing 545,932,674 Bond Conversion Shares to such bondholders on or about 30 June 2026, and the Bond Conversion Shares are expected to be delivered to the VPS accounts of the relevant bondholders on or about 30 June 2026 and to be tradable on Euronext Expand Oslo from and including 1 July 2026.

Underwriting Commission Shares, Bond Conversion Shares, and CEO Private Placement Shares

Pursuant to the authorisations granted to the board of directors at the extraordinary general meeting held on 2 June 2026, as further described in the stock exchange announcement published by the Company on 4 June 2026 and in the Prospectus, the board of directors of the Company will hold a board meeting on 30 June 2026 to resolve to issue (i) 545,932,674 Bond Conversion Shares; (ii) 203,966,389 new shares to the underwriters (the "Underwriting Commission Shares") pursuant to the Subscription and Underwriting Agreement dated 14 April 2026, as settlement of their entitlement to commission under the Underwriting Agreement, at a subscription price of NOK 0.50 per share (equal to the Subscription Price); and (iii) up to 6,000,000 new shares directed at the Company's CEO, Eivind Roald, or a company controlled by him (the "CEO Private Placement Shares"), at a subscription price of NOK 0.50 per share. The Bond Conversion Shares, the Underwriting Commission Shares and the CEO Private Placement Shares are each expected to be delivered to the relevant VPS accounts on or about 1 July 2026 and to be tradable on Euronext Expand Oslo from and including 1 July 2026.

New Share Capital

Following the completion of the Rights Issue, the Company's registered share capital will be NOK 1,101,123,329 divided into 2,202,246,658 shares, each with a nominal value of NOK 0.50.

Following and subject to completion of all issuances described above, the Company's share capital is expected to comprise up to 2,958,145,721 shares, each with a nominal value of NOK 0.50.

Arctic Securities AS, Pareto Securities AS and SB1 Markets AS are acting as Managers for the Rights Issue. Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with the Rights Issue.

Contacts:

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

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

IMPORTANT INFORMATION

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which such action is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Managers. 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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 document is not for publication or distribution, directly or indirectly, in the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China or Japan or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction.

The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any other transaction or arrangement referred to in this announcement.

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 "anticipate", "believe", "continue", "estimate", "expect", "intend", "may", "should", "will" 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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.