37
Strictly private and confidential | Company Presentation

Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

  • Upload
    vothuy

  • View
    231

  • Download
    2

Embed Size (px)

Citation preview

Page 2: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

This presentation (the "Presentation") has been produced by Atlantic Sapphire AS (the “Company”) with assistance from DNB Markets and Arctic Securities (the “Managers”) solely for use at the presentation to investors held in connection with the contemplated

equity issue in the Company (the "Private Placement"). This Presentation has not been independently verified nor verified by any of the Mangers. This Presentation and any information contained herein or provided at this Presentation are being made available on a

strictly confidential basis, for informational purposes only, and may not be distributed to any other person, reproduced, published or used in whole or in part for any other purpose. Any investment involves risks, and several factors could cause the actual results,

performance or achievements of the Company as described herein to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation. Please refer to the summary of risk

factors as set out herein.

No representation, warranty, or undertaking, express or implied, is made to, and no reliance should be placed on any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to

any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor the Managers accept any liability whatsoever arising directly or indirectly from the use of this Presentation, or its contents or otherwise arising in

connection therewith. All information in this Presentation is subject to verification, correction, completion and change without notice. In giving this Presentation, neither the Company nor the Managers or their respective affiliates or agents undertake

any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. A decision to purchase shares in the Private Placement, if any,

should be made solely on the basis of information contained in the Private Placement materials.

This Presentation contains several forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other

statements that are not historical facts, sometimes identified by the words “believes”, expects”, “predicts”, “intends”, “pro jects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, “will”, “should”, “may”, “continue” and similar expressions. Forward-looking

statements include statements regarding objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; profit; margin, return on capital, cost or

dividend targets; economic outlook and industry trends; developments of the Company’s markets; the impact of regulatory initiatives; and the strength of the Company’s competitors. The forward-looking statements contained in this Presentation, including

assumptions, opinions and views of the Company, are based upon various assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third party sources.

Although the Company believes that these assumptions were reasonable when made, the statements provided in this Presentation are solely opinions and forecasts that are uncertain and subject to risks, contingencies and other important factors which are di fficult or

impossible to predict and are beyond its control. A number of factors can cause actual results to differ significantly from any anticipated development expressed or implied in this Presentation. No representation is made that any of these forward-looking statements or

forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue reliance on any forward-looking statement. The information obtained from third parties has been accurately reproduced and, as far as the Company is

aware and able to ascertain from the information published by that third party, no facts have been omitted that would render the reproduced information to be inaccurate or misleading.

The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each prospective investor should consult with its own financial, legal, business, tax and/or other adviser as to financial, legal, business

and/or tax aspects of a purchase of the shares offered in the Private Placement . By receiving this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will

conduct your own analysis and are solely responsible for forming your own opinion of the potential future performance of the Company’s business. In making an investment decision, investors must rely on their own examination of the Company, including the merits

and risks involved.

This Presentation is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or

regulation or which would require registration of licensing within such jurisdiction. No one has taken any action that would permit a public offering of the shares in any jurisdiction.

The securities of the Company have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold, resold, pledged,

delivered, distributed or transferred, directly or indirectly, into or within the United States unless registered under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or in

compliance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. In the United States, these materials are directed only at persons reasonably believed

to be “qualified institutional buyers” (“QIB”) as defined under the Securities Act. Any person who is not a Relevant Person or QIB should not accept these materials, not act or rely on these materials. These materials are not intended for distribution to, or use by, any

person in any jurisdiction where such distribution or use would be contrary to local laws or regulations. The Company does not accept any liability to any person in relation to the distribution or possession of these materials in or from any jurisdiction.

In any member state of the European Economic Area (the “EEA”) that has implemented Directive 2003/71/EC (such directive and amendments thereto, including Directive 2010/73/EU, together with any applicable implementing measures in the relevant home member

state, the “EU Prospectus Directive”), this Presentation is only addressed to and directed at Qualified Investors in that member state within the meaning of the EU Prospectus Directive, or to investors in such other circumstances in which no obligation arises for the

Company or any of the Managers to publish a prospectus or a supplement to a prospectus under the EU Prospectus Directive in relation to the Private Placement. This Presentation is not a prospectus for the purpose of the EU Prospective Directive and does not

contain the same level of information as a prospectus.

This Presentation is being distributed in the United Kingdom solely to, and directed solely at, Qualified Investors who (i) have professional experience, knowledge and expertise in matters relating to investments falling within Article 19(1) of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 of the United Kingdom, as amended, (ii) are high net-worth entities and other persons falling within Article 49(1) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in

investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 of the United Kingdom, as amended (“FSMA”), in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be

communicated (all such persons together being referred to as "Relevant Persons"). This Presentation is 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 Presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Presentation does not constitute a prospectus for the purposes of Section 85(1) of FSMA.

Each of the Managers is acting only for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of such Manager or for providing advice in relation to any potential offering of securities of the

Company.

This Presentation speaks only as of its date. Neither the delivery of this document nor any further discussions with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such

date. By reading the Presentation slides or by otherwise receiving this Presentation or the information contained herein, you agree to be bound by the foregoing limitations.

This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo City Court as legal venue in the first instance.

2

IMPORTANT INFORMATION

Equity offering summary

- Transaction

- Timeline

- Sources and uses

2

Page 4: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

4

Executive summary

Equity offering summary

- Transaction

- Timeline

- Sources and uses

1

2

3

4 Sole US land-based producer with scale to become the most cost efficient supplier of salmon to the US By locating in the US, Atlantic Sapphire avoids the costly air freight cost(~15 NOK/kg) currently carried by the salmon farmers exporting their salmon

from Norway, Chile, Faroe Islands and other to the US (95% of the US Atlantic Salmon is imported)

The US market for Atlantic salmon is the world’s largest and has a strong growth profile and large potential

Disruptive technology with a sustainable competitive advantage used in an environmental friendly framework Land-based salmon farming is the next big thing within aquaculture, disrupting today’s conventional industry by offering a more cost effective and

environmental friendly approach

Conventional salmon farming sites need to be located at specific geographical areas, remote and far away from the main markets. Land-based salmon

farming facilities can be located close to the largest markets, which eliminates transportation costs and increases the freshness of the product

Experienced management team and board of directors with significant equity investments in the company The management and board of directors have significant experience within salmon farming

Seafood experience include 1) founders of listed salmon farmers, 2) CEO positions of listed salmon farmers, 3) Chairman position in the world’s largest

value added salmon products provider, 4) Chairman of Norway’s largest non-listed salmon farmer and 5) 20+ years in Marine Harvest ASA and 6)

significant land-based salmon farming experience from 6 years of operations in Denmark

5 Premium quality salmon with strong brand attributes The Atlantic Sapphire salmon is widely praised by high demanding consumers and the Company has developed a strong brand through producing a

high quality product coupled with targeted marketing

The company is selling salmon from their Danish facility at a significant premium to other salmon producers

4

Atlantic Sapphire has been operating a land-based salmon farming facility in Denmark for 6 years, and is the first company to solve all the

major land-based salmon farming challenges Next step is a commercial scale-up, targeting a 90,000 tonnes land-based salmon farming facility in the US – all permits already in place

Current operational performance in the Danish facility is above the budgeted KPIs in the US business plan

Principal assumptions in the business plan seem conservative and highly realistic. For instance, by assuming 1) that the US facility will perform at current

Danish KPIs and that 2) current salmon prices remain unchanged, then the company will fund the next expansions with funds from operations and have

an EBITDA of ~USD 740 million by 2026

Page 5: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

5

AGENDA

The Atlantic Sapphire Story

Business Plan

Appendix

Brief Introduction to the Commercial Scale-Up and Land-Based Salmon Farming

Page 6: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

6

Introduction to the Commercial Scale-Up - Commercially Best in Class, Danish Facility is Performing Above Budgeted US KPIs

Equity offering summary

- Transaction

- Timeline

- Sources and uses

Denmark

US, Miami

2

1

Atlantic Sapphire has used 6 years to innovate and fine-tune to

build up a commercial scale land-based salmon farming

competence in its Danish facility. 1

The company has secured groundwater infrastructure rights in

Miami to build up a large-scaled land-based salmon farming

facility. The company has already started the construction on

the site.

2

Atlantic Sapphire has permits for an annual production of

~90,000 tonnes salmon in Miami, and will initiate three

expansion phases to reach this production level. 3

The company will raise approx. USD 105 million in equity (70

USDm in the private placement, and 35 USDm within ~1 year)

and USD 60 million in debt for the “US Phase 1 expansion” and

“Denmark Expansion”, which will give them a total production

capacity of ~10,500 tonnes annually (8,500t + 2,000t). The

~10,500 tonnes run-rate production is expected in 2020.

4

6

Page 7: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

7

Land-based Salmon Farming is Well Positioned to Ride the Megatrending Seafood

Sector, and to Outdistance Conventional Salmon Farming in Several Aspects

Equity offering summary

- Transaction

- Timeline

- Sources and uses

Why salmon farming? Why land-based?

Long-term fundamentals: Most competitive protein source in

terms of production efficiency The world’s population is expected to reach 9.7 billion within 2050, which will

increase the demand for protein significantly, salmon production is one of the

most efficient ways to produce protein

70% of the world’s surface is covered by water, however only 6.5% of the

protein sources for human consumption are produced in this element

4.0

3.02.21.1

10.0

Cattle

6.0

Chicken Salmon Pork

Feed needed(kg) to increase bodyweight with 1 kg

9.77.5

2.5

+29%

2050E 1950 2016

World population

Short-term fundamentals: Attractive supply-demand

characteristics support strong prices going forward Salmon supply is currently curbed by biological issues and regulatory obstacles,

giving reasons to expect limited supply growth from conventional salmon farming

While seafood demand is on an everlasting growth trajectory

Source: Marine Harvest Handbook 2016, worldometer.com

Land-based farming offers the best growth story

Ample room for growth and expansion from land-based farming, not impacted by

conventional farming’s growth impediments

Better conditions for feed control and biomass growth

While conventional farming growth is cyclical (especially in colder regions), land-

based farming retains constantly the optimal water temperature (14 Celsius)

The stable water temperature optimizes growth rates and feed conversion ratio

Enables production to take place close to the end-consumers in

the largest and most attractive markets

While sea-based salmon production is limited to certain geographical areas (due

to water temperature), land-based farming is more flexible in terms of location

The US and Asia are large markets with limited production. Hence room to

eliminate transportation costs and increase freshness

Attractive risk/reward

Eliminates several risks present in conventional salmon farming (e.g. higher

biological risk for open net pen assets)

Potentially lower capex per kg than conventional farming at the moment due to

the rapid increase in license values/costs

Disruptive technology with a significant first-mover advantage

Approximately 40 companies dominating global production with little incentive to

substitute technology and write-off heavy investments in net pen assets

5 land-based salmon farming companies exist at various stages of development,

internationally. Combined estimated 2016 production capacity of 5Kmt

Sustainable competitive advantage with vast opportunity to grow

15.6 16.8 17.2 18.0 18.2

9.9

20

10

15

2020E 2030E 2010E 2006 1960 2000

Development of global average fish consumption (kg per capita)

7

Page 8: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

8

AGENDA

The Atlantic Sapphire Story

Business Plan

Appendix

Brief Introduction to the Commercial Scale-Up and Land-Based Salmon Farming

Page 9: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

9

Atlantic Sapphire is a State-of-the-Art Land-Based Salmon Farming Company That

is Expected to Deliver Significant Growth in Harvest Volumes Going Forward

Equity offering summary

- Transaction

- Timeline

- Sources and uses

Aqua Health Aqua Health

8 1

2

3 6

7

5

Right management

and board

Right location

Right market

Right size Right business plan

Right product quality

Right timing

Right branding and

positioning

4

9

Page 10: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

10

Right Management and Board - Atlantic Sapphire’s Management Team is Strong and Possesses Unique Experience

Equity offering summary

- Transaction

- Timeline

- Sources and uses

1

Johan Andreassen CEO & Co-Founder Headed a 30,000 tonnes capacity salmon farming company,

Villa Organic, from idea inception to IPO and strategic exit at

age 32

Was the lead supplier to Whole Foods for 7 years

Has together with co-founder Bjørn-Vegard Løvik invested ~USD

4.5 million into Atlantic Sapphire to date

Jose Prado CFO 21 years full investment cycle experience, from early stage to

mid-cap exit, 16 years in Florida

MBA from Kellogg School of Management (1993-1995)

Dharma Rajeswaran COO More than 26 years of salmon farming experience

More than 20 years in Marine Harvest ASA, with main focus on

their land-based RAS facilities for smolt/post-smolt

Experience includes inter alia CEO in Villa Arctic AS, Chairman

in Norsk Marin Fisk AS and Board member in Villa Organic

Bjørn Myrseth Board Member Former Chairman of Morpol, the world's leading provider of

value-added salmon products

Founder and CEO of Marine Farms ASA until 2011

One of the founders of Stolt Sea Farms where he was CEO from

1972-1987

Thue Holm CTO Thue trained as an environmental biologist at Roskilde University

in Denmark

Worked seven years in Billund Aquaculture, a leading supplier of

RAS systems

Co-managed the establishment of Billund Aquaculture Chile

10

Damien Claire EVP - Offtake Currently CEO of Platina Seafoods, the US sales channel of

Atlantic Sapphire

10 years US salmon industry national account management

experience

Kjell Bjordal Upcoming Chairman Extensive aquaculture and board experience

Served as CEO of the industry giant EWOS from 2000-2013,

Currently serves as Chairman in several companies, including

Nordlaks (largest non-listed Norwegian salmon farmer),

Broodstock Capital and Entra ASA (board member)

Selected board members

Page 11: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

11

Right location (1/2) -The Miami Location Gives a Huge Transport Cost Advantage and Increases Freshness

Equity offering summary

- Transaction

- Timeline

- Sources and uses

US landed production cost: Industry Norway vs Atlantic Sapphire (NOK/kg HOG)

2

6

15

5

1

36

57

Other production cost Feed Industry average

Norway

(US landed)

AS 2022 Eliminate

freshness discount

4

Depreciation

and interest

Freight

1 2 3 4 5

Superior biological performance and efficient feeding methods should improve feed conversion ratio

Optimal farming temperature throughout lifecycle and no biological issues

No air-freight cost compared to Norwegian or Chilean salmon farmers

Accounting depreciation is estimated to be higher than economic depreciation

No air freight and shorter processing and delivery cycle extends shelf life by 3 days

1

Lowest cost producer supplying the US market

11

2

5

4

3

Superior biological

performance and

efficient feeding

methods should

improve feed

conversion ratio

1

Optimal farming

temperature

throughout lifecycle

and limited

biological issues

2

Accounting

depreciation is

estimated to be

higher than

economic

depreciation

4

No air freight,

shorter processing

and delivery cycle

extend shelf life by

3 days

5

No air-freight cost

compared to

Norwegian and

Chilean salmon

farmers

3

Page 12: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

12

Right location (2/2) -The Miami Location has Sufficient Groundwater Resources to Become a “New Salmon Region”

Equity offering summary

- Transaction

- Timeline

- Sources and uses

Optimal groundwater infrastructure

2

Florida groundwater aquifer production and discharge geology Onsite access to South Florida underground aquifers for fresh and

saline water supply, as well as deep well waste water discharge to

lower “boulder zones” – provides unique, optimal water

infrastructure conditions for land-based salmon farming

Water rights secured and well drilling process is underway for up to

90,000 tonnes annual production capacity, led by leading

hydrologist teams

Has obtained a permit from the Florida Department of

Environmental Protection to dispose of up to 20 million gallons of

wastewater per day

Atlantic Sapphire has a pending patent to obtain exclusivity on the

method used on groundwater and discharge wells in Miami (right

to exclude/charge)

Waste disposal

– max allowed

20m gallons/day

Fresh and saline

water for use in

tanks

12

Ongoing drilling activity Ongoing site construction

Page 13: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

13

Right Market -The US Salmon Market is the Worlds Largest, and Has a Large Untapped Potential Going Forward

Equity offering summary

- Transaction

- Timeline

- Sources and uses

3

0

100

200

300

400

500

+12%

2012 2013 2014 2011 2015

0

100

200

300

400

Sp

ain

Chin

a

US

Ja

pa

n

Ge

rma

ny

Russia

UK

Ita

ly

Norw

ay

Sw

ed

en

7.6

5.8

3.5

2.01.71.31.11.00.90.1

Sw

eden

Japan

Norw

ay

Chin

a

US

Italy

Spain

Russia

UK

Germ

any

Market size Atlantic Salmon(kt) US Atlantic salmon demand (WFE kt) Salmon consumption per capita (kg/year)

95 % of salmon is imported to the US

(ranking : Chile #1, Canada #2, Norway #3,

Europe (exc. Norway) # 4)

The demand for salmon has increased with

an average of 12 % the last 5 years

There is large potential in increasing the

salmon consumption per capita in the US

Source: Norwegian Seafood Council, Kontali and DNB Markets Equity Research

Atlantic Sapphire is targeting the 360,000 tonnes fresh, farmed Atlantic salmon imported to US annually

89 % implied increase in

US salmon demand if

lifted to German levels

US is the single largest market for Atlantic

salmon..

…and the US demand for salmon is

increasing rapidly.. ..with considerable upside potential

5.0 % 0.0 % 10.0 % -5.0 %

Germany

Y Axis

China

Japan

Russia US

X Axis

13

Page 14: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

14

Right Business Plan -The Atlantic Sapphire Concept has Already Been Verified as Successful by the Facility in Denmark

F h

Equity offering summary

- Transaction

- Timeline

- Sources and uses

4

s

More than 6 years of experience and continuous dialogue with

valuable vendors, partners and collaborators

Innovation center

Gives a strong fundamental for a successful US expansion

Technology and concept is tested and optimized for

several years, well positioned to avoid expensive

start-up errors or repairs

The concept has proved to have great operational

efficiency, first land-based project to break-even,

expect ~USD 0.8 million EBITDA in 2017 even with low

production volumes (500 tonnes)

As vendors have already been tested for several years,

the vendor risk is significantly reduced

The Danish facility has proved that land-based salmon

quality is excellent – served in Michelin-starred

restaurants

Built strong relationships to key decision makers in all

of their most relevant vendors – should increase

service, and minimize vendor response time

Successful proof of concept in Denmark – currently

operating above KPIs in US budget!

14

Storfiskur

Page 15: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

15

Right Size - One of Few Land-Based Projects that Offers the Necessary Scale to Bring Unit Costs Down

Equity offering summary

- Transaction

- Timeline

- Sources and uses

5

Source: DNB Markets Equity Research & Kontali 1 2017 expected production cost for Norwegian listed salmon farmers. Current cost for Chilean salmon farming industry.

Avg 2017E

harvest OSE

salmon farmers

125,000

Avg other

landbased

projects 2020+

6,700

AS phase

3 capacity

potential

90,000

Projected harvest volumes comparable players

(HOG, tons)

Atlantic Sapphire dwarfs any other land-based projects

Atlantic Sapphire’s commercial scale-up is the largest land-based project to date with visibility on further upscaling of harvest figures

Atlantic Sapphire dwarfs any other

known land-based project Production cost US landed compared to competitors1

43 4235 33

2015

15 1532

36

48

AS 2026 AS 2022 Bakkafrost

57

50

Lerøy Salmar

63

Freight

Production cost

NOK/kg HOG

According to an extensive mapping done by DNB

Markets Equity Research, Atlantic Sapphire is the

largest known land-based project

Atlantic Sapphire offers scalability to reduce operating costs to levels close to traditional salmon farming –

combined with no transport cost to key market, Atlantic Sapphire will be the most competitive supplier of

salmon to the US market

15

Page 16: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

16

Right Product Quality -The Product is Widely Recognised by Professionals For Its Superior Quality

Equity offering summary

- Transaction

- Timeline

- Sources and uses

6

s

Salmon produced in the Danish

facility is being sold in Michelin

starred restaurants and ultra high-

end grocery stores

The product quality is recognized

by the most demanding consumer

groups

Fish texture, colour, flavour profile

and size are unanimously

celebrated by chefs and buyers

The land-based concept reduces

the biological risk from external

sources significantly

The fish produced will hence be

free of any antibiotics, pesticides,

hormones and GMO

US produced salmon will reduce

delivery time to consumer

significantly, hence increased

freshness

The increased freshness expands

the “fresh selling window”, giving

rise for price premiums

Increased freshness All natural Michelin-starred recognition

16

Page 17: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

17

Right branding and positioning -The Atlantic Sapphire Brand is Perfectly Positioned Towards Strong Consumer Trends

Equity offering summary

- Transaction

- Timeline

- Sources and uses

7

s

Sustainability – collapses carbon foot print due to the

elimination of air transport

Eco-friendly – reduces impact on other species

Product of the U.S.A – creates jobs, pays taxes and

supports the local community

Local and Farm to Table – produced nearby

All natural – free of antibiotics, hormones, pesticides

and GMO

Healthy – Rich on proteins, omega-3, minerals and

vitamins

Brand attributes and promises

Due to its strong brand attributes and promises, Atlantic

Sapphire has already been recognized by large and

important NGOs

Recommended as “best choice” by Seafood Watch

Endorsements

Strong national offtake demand for

the Atlantic Sapphire brand!

Their Danish salmon is sold at a

significant premium today!

17

Page 18: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content Unprecedented good transparency in the supply from conventional salmon farming,

as growth is currently curbed by regulatory constraints and biological issues

Combined with an increasing demand for salmon, allows Atlantic Sapphire to tap

into a market with demand surplus – support for high salmon prices going forward

Atlantic Sapphire has through its pilot project in Denmark mitigated the majority of

the concerns for a commercial scale-up

Limited operational risk: Danish facility is performing above US budget

Zero construction risk: Facility will be constructed on a maximum price

guarantee agreement with a large US constructor

Minimized managerial risk: Optimal management and board already in place

All the necessary permits from legislative bodies in place – ready for US expansion

18

Right Timing - Atlantic Sapphire has the First-Mover Advantage in the “Next Big Thing” Within the Salmon Market

8

Land-based

technology and

knowledge

sufficiently

developed

Attractive market

dynamics

Atlantic Sapphire is currently the most developed among a rapidly increasing base

of land-based salmon farming projects

Atlantic Sapphire’s technology and the management’s knowledge is in the forefront

relative to the other projects

If desirable, Atlantic Sapphire is well positioned to be the leading consolidator in

land-based farming across all geographies

First mover

advantage

Kanskje ha noe om at teknologien har kommet langt nok.

18

Page 19: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

Biological

performance

Biohazard & disease

management

Water infrastructure

management

Market dynamics

Taste

19

Potential Concerns and Mitigating Factors

Potential concerns Mitigating factors

“ I have heard that land-based

farmers struggle to grow their

salmon to optimal harvest

weights”

Investments in technology – continued process innovation

Optimization of flow, CO2 stripping, particle removal

Management of stocking density levels, water temperature, feeding processes – Salmon harvested in

Denmark facility have had harvest weights of 4-5 kg

“How is biohazard and

diseases being managed in

the closed environment of

land-based farming?”

“There are regulatory risks

related to water rights & water

infrastructure management ”

“ How can we be sure that the

constructions are build in time

and to the planned cost?”

“ I have heard rumors that

land-based salmon farming

have a strange taste”

1

2

3

6

Construction

management

Technology investment

Multiple system design – Atlantic Sapphire will develop 12 independent water systems in their Florida

facility, securing optimal disease management

All groundwater rights are in place - the intake and discharge wells are common in Florida and used for

several decades

No water quality issues for several decades

Leading Denmark / US multidiscipline, pre-construction services team

Facility will be constructed on a guaranteed maximum price agreement with one of the larger US

contractors

5 year constrained global production expected – regulation is curbing growth from conventional salmon

farming

Strong demand fundamentals - increasing US consumption per capita expected

Proven superior taste through Denmark facility

Atlantic Sapphire salmon chosen by top chefs in Denmark and US

4

5 “ The case is highly dependent

on the strong salmon markets

– can this persist?”

19

Page 20: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

20

Unique Water Infrastructure Conditions Enables Production to Operate at Scale -World-Class Design Following 6 Years of Commercial Innovation Experience in Denmark

Heading

40 acre, agriculture zoned, property (27Kmt potential

HOG production capacity (phase 1+2)) in Homestead,

Florida

Pre-construction planning is underway to build an

approximate 8,500 tonnes HOG production, 390,000

sq.ft. insulated biosecure facility in Phase 1

Onsite access to South Florida underground aquifers

for fresh and saline water supply, as well as deep well

waste water discharge to the lower boulder zones

provides unique optimal water infrastructure conditions

Water rights secured and well drilling process is

underway for up to 90,000 tonnes annual production

capacity, led by leading hydrologist teams

Systems and methods of intensive recirculating

aquaculture patent pending, claiming the unique

integrated aquifer/RAS farming methodology

Proposed (75% drawing completion) US facility layout – Phase 1

Waste water

discharged

to lower

boulder

zones

Fresh, saline

water from

underground

aquifers

12 independent systems increase biosecurity significantly – eliminates probability for mass contagion in the facility!

20

Page 21: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

21

AGENDA

The Atlantic Sapphire Story

Business Plan

Appendix

Brief Introduction to the Commercial Scale-Up and Land-Based Salmon Farming

Page 22: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

22

Business plan – Consolidated figures (US phase 1, 2 & 3 + Denmark)

Harv

est

(HO

G t

on

nes

) E

BIT

DA

(U

SD

m)

n.a 3.9 4.0 0.3 0.4 3.2 4.4 4.7 4.4 4.4

Capital need – US phase 3

Capital need expected to be in the USD 200-350

million area, financed with CF from operations

and debt

Capital need – DK Phase 1+2 & US Phase 1

US Phase 1 will have a capital need of USD 110

million (fixed assets), plus a working capital and

operational losses need in the period of USD 20-

25 million

Need USD 10-12 million to fund Denmark Phase

2 expansion

Capital need – US phase 2

Illustrated business plan is based on a 20,000

tonnes expansion, however the expansion may

be up-scaled to 42,000 tonnes

Capital need for the US Phase 2 expansion is

expected to be in the USD 100-220 million area

(depending on size of expansion)

2026

466.0

2025

306.2

2024

145.2

2023

149.0

2022

150.7

2021

45.0

2020

48.2

2019

6.2

2018

2.8

2017

-2.6

2016

-2.4

DK + US Phase 1 US Phase 2 US Phase 3

EBIT/kg(HOG) (USD)

2,9302,9302,9302,9302,9302,9302,9302,930

1,956

916

300

2023 2025 2026 2024 2022 2021 2020 2019 2018 2017 2016 10,67010,670

2,1701,448500391

2017 2018 2019 2020 2021

30,857

2022

30,857

2023 2016 2026

92,672

2025

61,765

2024

30,857

US Phase 2

US Phase 3 US Phase 1 + DK

Page 23: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

23

Business plan – US phase 1, 2 & 3 H

arv

est

(HO

G t

on

nes

) E

BIT

DA

(U

SD

m)

n.a. 3.7 3.9 n.a. n.a. 2.8 4.4 4.7 4.4 4.3

8,5008,500000 0

2026

90,502

2025

59,595

2024

28,687

2023

28,687

2022

28,687

2021 2020 2019 2018 2017 2016

US Phase 1 US Phase 2 US Phase 3

2026

454.6

2025

294.8

2024

133.8

2023

137.6

2022

139.3

2021

33.6

2020

36.8

2019

-5.1

2018

-4.0

2017

-3.4

2016

-0.7

US Phase 1 US Phase 2 US Phase 3

EBIT/kg(HOG) (USD)

2026

507

769

2025

327

507

2024

126 244

2023

139 244

2022

141 244

2021

35 72

2020

38 72

2019

-4

2018

-3

2017

-3

2016

-1

90,502

59,594

28,68628,68628,686

8,5008,500

2026 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016

Cost of biomass gain per kg(HOG), USD

3.023.113.403.503.37

3.784.17

2026 2025 2024 2023 2022 2021 2020 2019 2018

Net cash flow, USDm

20

26

231

20

25

121

20

20

24

20

19

2

20

18

7

20

17

3

20

16

0

20

24

-15

20

23

-20

20

22

-2

20

21

6

Cash Flow from Financing

Cash Flow from Investing

Cash Flow from Operations

Page 24: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

24

First Company to Solve All the Major Land-Based Salmon Farming Codes - The Danish Facility is Currently Performing Significantly Above US Budget

Equity offering summary

- Transaction

- Timeline

- Sources and uses

Actual Danish JEA-index development

Innovation center

Other Danish KPIs1

Successful proof of concept – several risk factors

already mitigated!

24

Storfiskur

JEA-index = Biomass growth(kg) per m3 per day

The JEA-index is considered as the single most important KPI – current Danish level implies 20% upside to the EBITDA in the business plan

0.45

0.00

0.05

0.10

0.15

0.20

0.25

0.30

0.35

0.40

0.45

mai-17 mar-17 jan-17 nov-16 sep-16 jul-16 mai-16 mar-16

Budgeted Danish JEA-

index before Danish

expansion is completed

83%80%

apr-16 jul-16 okt-16 jan-17 apr-17

60%

40%

100%

jan-16

Superior quality salmon / total production

86%100%

apr-17 jan-16 apr-16 jul-16 okt-16 jan-17

80%

40%

60%

20%

Harvest over 3 kg

Apr-16 Jul-16 Oct-16 Jan-17 Apr-17

1.00x

2.00x

3.00x

4.00x

1.04x

Feed conversion ratio(FCR)

The EWOS

feed issue

solved

CO2 issue

solved

Early

maturation

issue solved

Taste issue

solved

1 No harvest in June 2016

Farm is

performing

normal

Increased

flow

Page 25: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

25

Due to the Current Operational Performance in Denmark, the Principal

Assumptions for the US Expansion Seem Conservative

25

Sales price (USD/Kg HOG)

JEA INDEX1 Harvest(HOGt) $7.50 $8.50 $9.50 $10.50 $11.50 $12.50

0.25 5,171 12,231 17,401 22,572 27,743 32,914 38,085

0.30 6,205 17,670 23,875 30,080 36,285 42,490 48,695

0.35 7,239 23,110 30,349 37,588 44,827 52,067 59,306

0.40 8,273 28,550 36,823 45,096 53,370 61,643 69,916

0.45 9,308 33,989 43,297 52,604 61,912 71,219 80,527

0.50 10,342 39,429 49,771 60,112 70,454 80,796 91,137

0.55 11,376 44,869 56,245 67,620 78,996 90,372 101,748

0.60 12,410 50,309 62,719 75,129 87,539 99,949 112,359

0.65 13,444 55,748 69,192 82,637 96,081 109,525 122,969

Budget

Budget Current

price

Current

AS price

Budgets in

other well-

known

projects

Phase 1: EBITDA sensitivity on JEA and price (USD ‘000)

Sales price (USD/Kg HOG) JEA INDEX1 Harvest(HOGt) $7.50 $8.50 $9.50 $10.50 $11.50 $12.50

0.25 56,271 187,549 243,819 300,090 356,361 412,632 468,903

0.30 67,525 246,558 314,083 381,608 449,133 516,658 584,183

0.35 78,779 305,568 384,347 463,126 541,905 620,685 699,464

0.40 90,033 364,578 454,611 544,644 634,678 724,711 814,744

0.45 101,288 423,587 524,875 626,162 727,450 828,737 930,025

0.50 112,542 482,597 595,139 707,680 820,222 932,764 1,045,305

0.55 123,796 541,607 665,403 789,198 912,994 1,036,790 1,160,586

0.60 135,050 600,617 735,667 870,717 1,005,767 1,140,817 1,275,867

0.65 146,304 659,626 805,930 952,235 1,098,539 1,244,843 1,391,147

Budget Current

price

Current

AS price

Phase 3: EBITDA sensitivity on JEA and price (USD ‘000)

Budgets in

other well-

known

projects

The sensitivity table includes only US operations,

Danish EBITDA of USD 11.4 million comes on top in

the business plan

Atlantic Sapphire has budgeted a JEA index (biomass

growth per m3 per day) of 0.4. The Danish facility is

over-performing this level today

Several other well-known land-based projects are

budgeting with a much higher JEA (even though they

have no previous land-based farming experience)

The budgeted price of 8.5 USD/kg is well below

today’s market price, and significantly below what

Atlantic Sapphire sells its Danish salmon for today

Achieving upside to budget will limit the new equity

need significantly for phase 2 and 3

When the second and third expansion take place, the

probability for a JEA above 0.4 is considered high

Filter technology and other technology have

likely developed and improved

Farming practices are further optimized

Salmon demand is on an ever growing trend, there

are currently no signs of a long-term price decline

1 Biomass growth(kg) per m3 per day

Denmark today

Budget

Denmark today

Page 26: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

26

Business plan – Denmark H

arv

est

(HO

G t

on

nes

) E

BIT

DA

(U

SD

m)

0.7 3.5 3.5 2.8 3.5 3.5 3.5 3.5 3.5 3.5

2,1702,1702,1702,1702,1702,1702,1702,170

1,448

500391

2026 2025 2024 2023 2022 2021 2020 2019 2018 2017 2016

2026

11.4

2025

11.4

2024

11.4

2023

11.4

2022

11.4

2021

11.4

2020

11.4

2019

11.4

2018

6.8

2017

0.8

2016

-1.7

EBIT/kg(HOG) (USD)

Average actual harvest size 2016 (HOG kg)

0.0

2026

6.2

2025

7.3

2024

7.3

2023

7.3

2022

9.0

2021

9.0

2020

9.0

2019

9.0

2018

7.1

2017

1.1

2016

Cash Flow from Financing

Cash Flow from Investing

Cash Flow from Operations

Net cash flow, USDm

2021

11.4 11.4

2022

19.9

2024 2023

19.9

11.4

19.9

11.4

19.9

2025

11.4

2026

11.4

19.9

2019

11.4

19.9

2020

11.4

19.9

2018

6.8

13.3

2017

2.5 6.2

2016

-1.6

2.0

19.9

2,9302,9302,9302,9302,9302,9302,9301,956

916300

2,930

2,1702,1702,1702,1702,1702,1702,1702,1701,448

500391

-760-760-760-760-760-760-760-508-416

91

-760

2021 2022 2023 2024 2025 2026 2020 2016 2017 2018 2019

No Harvest in June 4.20

2.0

2.5

3.0

3.5

4.0

4.5

5.0

jul-16 jan-16 apr-17 okt-16 apr-16 jan-17

Page 28: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

28

AGENDA

The Atlantic Sapphire Story

Business Plan

Appendix

Brief Introduction to the Commercial Scale-Up and Land-Based Salmon Farming

Page 31: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

31

Appendix:

Top 20 Shareholders

Equity offering summary

- Transaction

- Timeline

- Sources and uses

31

Shareholder # of shares (‘000) Ownership

Alsco AS 966,303 38.5%

DANSKE BANK A/S HOLMENS KANAL 2-12 238,627 9.5%

NORRON SICAV - TARGET P.O.BOX 487 105,000 4.2%

VERDIPAPIRFONDET DNB SMB Dronning Eufemias gate 30 95,571 3.8%

JEA Invest AS 91,529 3.6%

UBS SWITZERLAND AG BAHNHOFSTRASSE 45 66,283 2.6%

NORSK LANDBRUKSKJEMI AS Co Bjordal,boks4 Sentum 62,975 2.5%

TACONIC AS MADSERUD ALLE 7 62,857 2.5%

LANI INVEST AS Nedre Storgate 46 54,446 2.2%

VATNE CAPITAL AS Postboks 1575 Vika 51,250 2.0%

Altitude capital 46,025 1.8%

HORTULAN AS Bloksbergstien 17 43,000 1.7%

VINFOS AS c/o NRP Business Management AS 42,475 1.7%

BORGANO AS JOHANNES SANDVIKSVEI 2 42,224 1.7%

NORRON SICAV SELECT P.O.BOX 487 40,000 1.6%

FOUGNER INVEST AS V/ REIDAR FOUGNER 39,852 1.6%

SOHN INVEST APS Helgolands gade 19 35,714 1.4%

PLATINA SEAFOOD AS Strandvegen 88 35,357 1.4%

MØRING AS Postboks 168 34,501 1.4%

TIGERSTADEN AS c/o Ketil Skorstad 29,440 1.2%

Total top 20 2,183,429 86.9%

Others 328,221 13.1%

Total 2,511,650 100.0%

Page 32: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

32

Appendix:

Income statement – Consolidated (USA phase 1, 2 & 3 + Denmark)

Equity offering summary

- Transaction

- Timeline

- Sources and uses

32

Income Statement 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

US - - - - - 72,246,843 72,246,843 243,833,096 243,833,096 243,833,096 506,548,890 769,264,683

Denmark - 2,128,088 4,516,826 13,298,960 19,926,522 19,926,522 19,926,522 19,926,522 19,926,522 19,926,522 19,926,522 19,926,522

Global - - - - - - - - - - - -

Total Revenue - 2,128,088 4,516,826 13,298,960 19,926,522 92,173,365 92,173,365 263,759,618 263,759,618 263,759,618 526,475,412 789,191,205

COGS - US - - - - - 28,936,746 29,052,805 93,757,197 94,017,948 94,855,982 192,635,089 290,374,640

COGS - Denmark - 2,649,897 3,053,121 5,749,927 7,833,527 7,811,016 7,810,842 7,810,841 7,810,841 7,810,841 7,810,841 7,810,841

COGS - Global - - - - - - - - - - - -

Total COGS - 2,649,897 3,053,121 5,749,927 7,833,527 36,747,762 36,863,647 101,568,038 101,828,789 102,666,823 200,445,930 298,185,481

Gross Profit - (521,808) 1,463,705 7,549,033 12,092,995 55,425,603 55,309,718 162,191,580 161,930,829 161,092,795 326,029,481 491,005,724

General & Administrative - US 247,914 590,899 2,716,577 3,362,744 4,474,706 5,825,759 8,908,208 10,089,267 11,572,111 14,511,384 18,463,546 23,614,977

General & Administrative - Denmark - 1,196,858 652,603 701,328 735,344 733,305 733,305 733,305 733,305 733,305 733,305 733,305

General & Administrative - Global - 89,763 651,145 669,946 669,946 669,946 669,946 669,946 669,946 669,946 669,946 669,946

Total General & Administrative 247,914 1,877,520 4,020,325 4,734,018 5,879,995 7,229,009 10,311,459 11,492,518 12,975,362 15,914,635 19,866,797 25,018,228

EBITDA (247,914) (2,399,328) (2,556,620) 2,815,016 6,213,000 48,196,594 44,998,259 150,699,063 148,955,468 145,178,160 306,162,685 465,987,496

Depreciation - US - 28,121 70,639 1,588,321 4,685,745 6,081,761 10,595,538 13,846,139 13,846,139 22,431,623 32,734,203 34,422,133

Depreciation - Denmark - 502,876 463,184 737,494 751,453 751,453 751,453 751,453 751,453 751,453 751,453 751,453

Depreciation - Global - - - - - - - - - - - -

Total Depreciation - 530,997 533,823 2,325,816 5,437,197 6,833,214 11,346,991 14,597,592 14,597,592 23,183,075 33,485,656 35,173,586

EBIT (247,914) (2,930,326) (3,090,443) 489,200 775,802 41,363,380 33,651,268 136,101,471 134,357,876 121,995,084 272,677,029 430,813,910

Interest - US - - 668,643 2,364,455 3,598,778 4,973,619 7,298,206 10,247,711 12,415,681 13,981,885 15,351,143 15,110,884

Interest - Denmark - 452,207 209,721 58,191 63,351 63,129 63,127 63,127 63,127 63,127 63,127 63,127

Interest - Global - (92,604) (223,177) - - - - - - - - -

Interest - 359,603 655,187 2,422,646 3,662,129 5,036,747 7,361,333 10,310,838 12,478,808 14,045,012 15,414,270 15,174,011

Pre-Tax Profit (247,914) (3,289,929) (3,745,630) (1,933,447) (2,886,326) 36,326,632 26,289,935 125,790,632 121,879,067 107,950,073 257,262,759 415,639,899

Tax - US - - - - - 710,996 6,448,226 40,562,474 39,193,426 34,318,278 86,577,718 142,009,717

Tax - Denmark - (878,582) - 838,513 2,319,426 2,324,876 2,324,915 2,324,915 2,324,915 2,324,915 2,324,915 2,324,915

Tax - Global - - - - - - - - - - - -

Tax - (878,582) - 838,513 2,319,426 3,035,872 8,773,141 42,887,389 41,518,341 36,643,193 88,902,633 144,334,632

Net Income (247,914) (2,411,347) (3,745,630) (2,771,960) (5,205,753) 33,290,760 17,516,795 82,903,244 80,360,726 71,306,880 168,360,126 271,305,267

Page 33: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

RISK FACTORS

Investing in the shares ("Shares") issued by Atlantic Sapphire AS ("Company" or "Atlantic Sapphire") involves inherent risks. An investor should consider carefully all of the information set forth in this

Presentation, and in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and

who can afford a loss of all or part of the investment. If any of the risks described below materialize, individually or together with other circumstances, they may have a material adverse effect on the

Company’s and its subsidiaries (collectively the "Group") business, financial condition, results of operations and cash flow, which may cause a decline in the value of the Shares that could result in a loss

of all or part of any investment in the Shares. The risks and uncertainties described below are not the only ones faced by the Group. Additional risks and uncertainties that the Group currently believes are

immaterial, or that are not presently known to the Group, may also have a material adverse effect on its business, financial condition, results of operations and cash flow. The order in which the risks are

presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance.

Risks relating to the Group and the industry in which it operates which could have a material adverse effect on the Group's business, operating results or financial conditions:

The Group is in an ongoing developing and commercialization process where the Group's strategy is, inter alia, to develop and build a land-based recirculating aquaculture system for farming of

Atlantic salmon in USA. No assurance can be given that the Group will achieve its objectives or other anticipated benefits. If the Group's operations continue to expand, the Group may need to

increase the number of employees, land/properties and enhance the scope of operational and financial systems to handle the increased complexity of the Group's operations. The Group cannot give

any assurance that it will be able to attract and retain qualified management, employees, land/properties and necessary permits for this purpose or that the Group's current operational and financial

systems and controls will be adequate as the Group grows.

Atlantic Sapphire's commercialization strategy involves the entering into customer, distribution, marketing, sales and other agreements with third parties. A commercial success of the Group will require

such agreements to be entered into with professional third parties on commercially favorable terms.

The Group's financial position and future development depend to a considerable extent on the price of farmed salmon, which has historically been subject to substantial fluctuations. Farmed salmon is

a commodity, and the Company therefore assumes that the market price will continue to follow a cyclical pattern based on the balance between total supply and demand. There can be no assurance

that the demand for farmed salmon will not decrease in the future. Farmed salmon is furthermore generally sold as a fresh commodity with limited time available between harvesting and consumption.

Short-term overproduction may therefore result in very low spot prices obtained in the market. The entrants of new producing nations or the issuance of new production licenses could result in a

general overproduction in the industry. Short-term or long-term decreases in the price of farmed salmon may have a material adverse effect on the business, financial condition, results of operations or

cash flow of the Group.

The Group's operations are subject to several biological risks which could have a negative impact on future profitability and cash flows. Biological risks include for instance diseases, viruses, bacteria,

parasites, algae blooms, jelly fish and other contaminants. These elements as well as oxygen depletion may have adverse effects on fish survival, health, growth and welfare and result in reduced

harvest weight and volume, downgrading of products and claims from customers. An outbreak of a significant or severe disease represents a cost for the Group through e.g. direct loss of fish, lost

growth on biomass, accelerated harvesting, loss of quality of harvested fish and may also be followed by a subsequent period of reduced production capacity and loss of income. The most severe

diseases may require culling and disposal of the entire stock, disinfection of the farm and a long subsequent fallow period as preventative measures to stop the disease from spreading. Market access

could be impeded by strict border controls, not only for salmon from the infected farm, but also for products originating from a wider geographical area surrounding the site of an outbreak. Continued

disease problems may also attract negative media attention and public concerns. Salmon farming has historically experienced several episodes with extensive disease problems. There can be no

assurance that the Group will not experience extensive disease problems in the future. Epidemic outbreaks of diseases may have a material adverse effect on the business, financial condition, results

of operations or cash flow of the Group.

33

Summary of key risk factors (1/4)

Equity offering summary

- Transaction

- Timeline

- Sources and uses

33

Page 34: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

RISK FACTORS (CONT’D)

The Group's activities are subject to extensive international and national regulations, in particular relating to environmental protection, food safety, hygiene and animal welfare. Salmon farming is

furthermore strictly regulated by licenses and permits granted by the authorities in the countries where the Group operates. In general, changes in laws, regulations and licenses may have a material

adverse effect on the business, financial condition, results of operations or cash flow of the Group. The Company cannot predict the extent to which its future operations and earnings may be affected

by mandatory compliance with new or amended legislation or licenses.

The Group's operations depend on the quality and availability of salmon smolt. The quality of smolts impacts the volume and quality of harvested fish. Poor quality or small smolts may cause slow

growth, reduced health, increased mortality, deformities, or inferior end products.

The Group’s development and prospects are dependent upon the continued services and performance of its key personnel and the Group’s ability to attract and retain highly qualified personnel when

needed.

The Group’s business depends on client goodwill, the Group’s reputation and on maintaining good relationships with its clients, partners, suppliers and employees. Any circumstances that publicly

damage the Group’s goodwill, injure the Group’s reputation or damage the Group’s business relationships may lead to a broader adverse effect and prospects than solely the monetary liability arising

directly from the damaging events by way of loss of business, goodwill, clients, partners and employees.

The Group currently conducts its operations through the Group’s subsidiaries. As such, the cash that the Group obtains from its subsidiaries is the principal source of funds necessary to meet its

obligations. Contractual provisions or laws, including laws or regulations related to the repatriation of foreign earnings, as well as the Group’s subsidiaries’ financial condition, operating requirements,

may limit the Group’s ability to obtain cash from subsidiaries that it requires to pay its expenses or meet its current or future debt service obligations or to pay dividends to its shareholders. The inability

to transfer cash from the Group’s subsidiaries may mean that, even though the Group may have sufficient resources on a consolidated basis to meet its obligations or to pay dividends to its

shareholders, the Group may not be permitted to make the necessary transfers from its subsidiaries to meet such obligations or to pay dividends to its shareholders.

The Group is exposed to the economic cycle, as changes in the general economic situation could affect demand for the Company’s products.

Future restrictions on international trade may have a negative effect on the Group. Farmed salmon is a commodity which is produced in a limited number of countries and sold globally.

Environmental organisations, both in Europe and North America, have aims to eradicate salmon farming. The degree of fundamentalism varies from group to group, and the majority limit themselves to

spreading disinformation and untruths about fish farming in general. However, a certain risk of sabotage (i.e. damage to production facilities with the intention of hurting the Group financially and/or

exposing it to negative media coverage) cannot be ruled out and may have a material adverse effect on the business, financial condition, results of operations or cash flow of the Group.

34

Summary of key risk factors (2/4)

Equity offering summary

- Transaction

- Timeline

- Sources and uses

34

Page 35: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

RISK FACTORS (CONT’D)

Risk relating to the Company's owned and leased properties

Changes in, or completion of, planning regulations by relevant authorities may significantly affect the operations of the Group’s properties, including the access to additional properties required for the

Group's further development. Furthermore, changes in planning regulations may limit the possibility to further develop the properties and may lead to increased costs.

There is a general risk that costs for construction, maintenance and replacements, upgrading, etc., for which the Company is responsible may be larger than assumed. The Group's potential obligation

will depend on the technical state and condition of the properties.

The Group's leased properties have fixed terms and are subject to certain terms and conditions, including change of control clauses. No assurance can be given that the Group is able to maintain its

leases, and on favorable terms, or to enter into new leases for new properties

In respect of some of the Company’s properties, and the ground on which some of the properties are placed, pollution/use of toxic material is known to the Company. Further, some of the properties

acquired are situated in areas where it is not unlikely that the ground is polluted, based on the history of the site/area. The risks relating to pollution in the ground and in the properties and associated

buildings largely rest on the Company. Such pollution may render further development of the properties/ground, and excavation, more expensive (due to required soil surveys or otherwise) and subject

to approval from authorities.

Financial risk that could have a material adverse effect on the Group's business, operating results or financial conditions:

The Group is likely to require additional capital in the future to further pursue its business plan, or may require additional capital due to unforeseen liabilities, delayed or failed technical or commercial

launch of its products or in order for it to take advantage of opportunities that may be presented to it. This could ultimately have a material adverse effect on the Group's operations, business, financial

condition, results of operation, cash flow and/or prospects.

The Group operates within, and generates revenue from, other jurisdictions than Norway using currencies such as US Dollars and Danish kroner. Consequently, the Group is exposed to fluctuations in

foreign exchange rates. In addition, as the Group reports its consolidated results in Norwegian kroners, the value of the Norwegian krone relative to its foreign subsidiaries’ functional currencies will

affect its consolidated income statement and consolidated statement of financial position when those subsidiaries’ operating results are translated into Norwegian kroners for exporting purposes.

The Company’s profitability may be adversely affected during any period of unexpected or rapid increase in interest rates.

Liquidity risk is the risk that the Company will not be able to service its financial obligations as they fall due. The Company’s strategy to manage liquidity risk is to have sufficient liquidity at all times in

order to meet its financial obligations when due, both under normal and extraordinary circumstances, without taking risk of unacceptable losses or at the expense of the Company’s reputation.

As the Group is in an ongoing commercialization process, the Company lacks useful financial information for the estimation of its future financial results. There can be no assurance that it will achieve

the estimated future financial results presented in this Presentation.

The Group is currently in the process of securing a EKF guaranteed USD 60,000,000 term loan facility and USD 2,400,000 revolving credit facility with DNB Bank ASA as lender, mandated lead

arranger and security agent and Atlantic Sapphire USA, LLC as borrower under the USD 60,000,000 term loan and Langsand Laks A.S. as borrower under the USD 2,400,000 revolving credit facility.

In the event that the Group fails to secure such financing on acceptable terms for the Group or at all, the Group will need to obtain the additional capital from other sources, including through additional

equity from new and/or existing shareholders.

In addition to the credit risks towards suppliers and other contract parties, the Group has economic exposure against its customers.

35

Summary of key risk factors (3/4)

Equity offering summary

- Transaction

- Timeline

- Sources and uses

35

Page 36: Land-based salmon farming Atlantic Sapphireintrafishevents.com/london/2017/pres/7_Atlantic_Sapphire_Thue_Holm.… · Land-based salmon farming is the next big thing within aquaculture,

|

Header Header

Footer Footer

Content Content

RISK FACTORS (CONT’D)

Risks relating to the Shares that may have a material adverse effect on the Company's business, operating results or financial conditions:

All securities investments involve the risk of loss of capital. Investment in the Company involves significant economic risks.

Norwegian law provides that any declaration of dividends must be adopted by the shareholders at the Company’s general meeting of shareholders. Dividends may only be declared to the extent that

the Company has distributable funds and the Company’s Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Company’s

operations and the need to strengthen its liquidity and financial position. As the Company’s ability to pay dividends is dependent on the availability of distributable reserves, it is, among other things,

dependent upon receipt of dividends and other distributions of value from its subsidiaries and companies in which the Company may invest.

Transfer of the Shares are currently subject to approval by the Board of Directors of the Company. However, the Company will amend its articles of association in order to procure that the new Shares

issued by the Company will be freely transferable and not subject to approval by the Board of Directors of the Company.

The Company considers to generate shareholder value through an industrial sale or an IPO (Initial Public Offering). However, there can be no assurances that such trade sale or IPO will be carried

out, in which case very limited liquidity in the Shares is expected. Even with a listing on a stock exchange liquidity in the Shares may be limited.

Shareholders will be diluted if they are unable or unwilling to participate in future share issuances.

Each potential investor in the Shares must determine the suitability of that investment in light of its own circumstances.

Beneficial owners of Shares that are registered in a nominee account or otherwise through a nominee arrangement (such as through brokers, dealers or other third parties) will not be able to vote for

such shares unless (a) their ownership is re-registered in their names in the VPS, as the branch register, prior to the Company’s general meetings (i.e. the registered nominee holder transfers legal

ownership to the beneficial owner), or (b) the registered nominee holder grants a proxy to such beneficial owner. Any persons that hold their shares through a nominee arrangement should consult with

the nominee to ensure that any shares beneficially held are voted in the manner desired by such beneficial owner.

36

Summary of key risk factors (4/4)

Equity offering summary

- Transaction

- Timeline

- Sources and uses

36