Norse Atlantic ASA: Final results of subsequent offering and allocation of shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES 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, 25 January 2024: Reference is made to the stock exchange announcement published by Norse Atlantic ASA (the "Company") on 24 January 2024, regarding the preliminary results of the subsequent offering (the "Subsequent Offering") of up to 9,100,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 11.00 per share.

The subscription period for the Subsequent Offering expired on 24 January 2024 at 16:30 CET.

By the end of the subscription period, the Company has received valid subscriptions for 6,312,261 Offer Shares in the Subsequent Offering. A total of 6,312,261 Offer Shares will be allocated and issued based on and in accordance with the allocation criteria set out in the prospectus dated 11 January 2024 (the "Prospectus"), raising gross proceeds of approx. NOK 69.4 million.

The Company's board of directors has approved the allocation of the Offer Shares and furthermore resolved, pursuant to an authorization granted by the Company's extraordinary general meeting held on 27 November 2023, to issue the Offer Shares at the Offer Price.

Notifications of allocation of Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed by the Managers on or around 25 January 2024. The payment for the Offer Shares falls due on 29 January 2024. Subject to due payment of the Offer Shares by the subscribers, the share capital increase relating to the Subsequent Offering is expected to be registered with the Norwegian Register of Business Enterprises on or around 2 February 2024 and the Offer Shares will thereafter be delivered to the VPS accounts of the subscribers to whom they are allocated, expected on or about 5 February 2024. First day of trading of the Offer Shares on Euronext Expand is expected on or about 5 February 2024. Please refer to the Prospectus for further details. The Managers (as defined below) may be contacted for information regarding allocation, payment and delivery of the shares in the Subsequent Offering.

Following the registration of the share capital increase pertaining to the issuance of the 6,312,261 Offer Shares with the Norwegian Register of Business Enterprises, the Company's issued share capital will be NOK 642,619,200 divided on 128,523,840 shares, each with a par value of NOK 5. A separate announcement will be made when the share capital increase has been registered.

Pareto Securities AS and SpareBank 1 Markets AS are acting as joint global coordinators and joint bookrunners in the Subsequent Offering (together, the "Managers"). Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company.

For further information, please contact:

Investors: CFO, Anders Jomaas, Anders.Jomaas@flynorse.com

Media: SVP Communications, Philip Allport, philip.allport@flynorse.com

About Norse

Norse Atlantic Airways is an airline that offers affordable fares on long-haul flights, primarily between Europe and the United States. The company was founded by CEO and major shareholder Bjørn Tore Larsen in March 2021. Norse has a fleet of 15 modern fuel-efficient Boeing 787 Dreamliners that serve destinations including New York, Los Angeles, Orlando, Boston, Jamaica, Barbados, Bangkok, Miami, Oslo, London, Berlin, Rome and Paris. The company's first flight took off from Oslo to New York on June 14, 2022.

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

Important information:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

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. The "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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 believe 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 their 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

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.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.