Norse Atlantic ASA: NOK 1,275 million Private Placement successfully placed

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Kolbjørnsvik, 26 March 2021: Reference is made to the announcement from Norse Atlantic ASA (“Norse Atlantic” or the “Company”) published on 24 March 2021 regarding a contemplated Private Placement (as defined below) and admission to trading on Euronext Growth Oslo (the “Admission”).

The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 63,750,000 new shares in the Company (the “New Shares”) at a price of NOK 20.00 per share (the “Subscription Price”), raising gross proceeds of NOK 1,275 million (equivalent to approximately USD 150 million). In addition, the Managers (as defined below) have over-allocated 6,250,000 additional existing shares (the “Additional Shares” and, together with the New Shares the “Offer Shares”) (the “Private Placement”).

The Private Placement attracted very strong interest from Norwegian, Nordic and international high-quality institutional investors and was multiple times oversubscribed.

B T Larsen & Co Ltd, a company controlled by CEO Bjørn Tore Larsen was allocated Offer Shares for the NOK equivalent of USD 10 million, in accordance with a pre-commitment and pre-confirmed allocation.

Further, six cornerstone investors were allocated Offer Shares for a total amount of NOK 550 million in the Private Placement, distributed as follows: NOK 140 million to Delphi Fondene / NOK 100 million to DNB Asset Management / NOK 100 million to Handelsbanken Fonder / NOK 85 million to Andenæsgruppen / NOK 70 million to Skagen Fondene / NOK 55 million to Nordea Investment Management.

The net proceeds to the Company from the Private Placement will be used for lease deposits on up to 12 aircraft (USD ~4 million remaining), funding of start-up costs including pre delivery OPEX (USD ~24 million), gross working capital (USD ~80 million), transaction costs (USD ~9 million), and general corporate purposes including licenses and marketing costs (USD ~33 million).

The Company, certain large shareholders (including Brumm AS, Lomar AS and NYE KM Aviatrix Invest AS), and members of the Company's Board of Directors (the "Board") and management have entered into customary lock-up arrangements with the Managers that restrict, subject to certain exceptions, their ability to issue, sell or dispose of shares in the Company, as applicable, for a period of 6 months for the Company and such large existing shareholders, and 12 months for the members of the Board and management, from the date of commencement of trading in the shares on Euronext Growth Oslo, without the prior written consent of the Managers.

The Additional Shares will be settled by existing shares borrowed by the Managers from B T Larsen & Co Ltd (5,278,000 shares) and HBK Holding AS (972,000 shares) (the "Over-allotment Option"), and will be redelivered to the same shareholders upon expiry of the stabilization period described below. The Company has granted Pareto Securities AS, acting as stabilization manager on behalf of the Managers (the "Stabilization Manager"), an option to subscribe, at a price of NOK 20.00 per share (which is equal to the Subscription Price in the Private Placement), up to a number of additional new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares (the "Greenshoe Option"). The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised.

The completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to issue the New Shares having been validly made, including a resolution by the general meeting of the Company to issue the New Shares in the Private Placement and to authorize the Board to issue the additional new shares pursuant to the Greenshoe Option (the "EGM Resolutions"), (ii) the Oslo Stock Exchange having approved the application for admission to trading of the Company’s shares on Euronext Growth Oslo (subject to completion of the Private Placement), and (iii) registration of the EGM Resolutions in the Norwegian Register of Business Enterprises and issuance of the New Shares in the VPS having taken place.There will be in total 73,750,000 shares in issue in Norse Atlantic following the issuance of the New Shares, each with a nominal value of NOK 3, resulting in a post-money market capitalisation of the Company of approximately NOK 1,475 million based on the Subscription Price.

Notification of conditional allocation to investors is expected to be communicated on or about 26 March 2021. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 12 April 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the New Shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company's shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted in accordance with the principles of section 3-12 of the Norwegian securities trading act dated 29 June 2007 no. 75 (as amended) (the "Norwegian Securities Trading Act") and the EC Commission Regulation 2273/2003 and regarding buy-back programmes and stabilisation of financial instruments, as well as, to the extent applicable, article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the shares. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised.

The Company has applied, and expects, subject to the conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo. The first day of trading on Euronext Growth Oslo is expected to be on or about 12 April 2021.

Advisors:

Arctic Securities AS, Pareto Securities AS and SpareBank 1 Markets AS are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal counsel to Norse Atlantic, while Wikborg Rein Advokatfirma AS is acting as legal counsel to the Managers.

For further information, please contact:

James Lightbourn, CFO

james.lightbourn@flynorse.com

+1 (804) 313 0375

Ben Boiling, VP Finance

ben.boiling@flynorse.com

+47 912 40 945

About Norse Atlantic ASA:

Norse Atlantic Airways is a new innovative airline serving the low-cost, intercontinental market between popular European and US destinations with a fleet of modern, fuel-efficient and more environmentally friendly Boeing 787 Dreamliners. Established in February 2021 and with its shares expected to be admitted to trading on Euronext Growth Oslo in April 2021, Norse Atlantic expects to be taking-off with its first flight in December 2021. For more information, visit www.flynorse.com.

Important Notice:

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

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 or its securities 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 expression "Prospectus Regulation" means Regulation 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.

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 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact  of  legal  proceedings  and  actions. 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 provide any guarantees 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.

Neither of 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange release was published by Ben Boiling, VP Finance, Norse Atlantic ASA, on 26 March 2021 at 08:00 CET.