Airthings — Capital/Financing Update 2023

Feb 13, 2023

Airthings ASA: Contemplated private placement

Airthings ASA: Contemplated private placement

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

Airthings ASA ("Airthings" or the "Company") has retained Carnegie AS as bookrunner and manager (the “Manager”) to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares"), with gross proceeds of approximately NOK 75 million (the "Private Placement"). The subscription price per Offer Share has been set to NOK 3.20 per share.

Existing shareholders Firda AS and A Management AS has committed to subscribe for and be allocated NOK 50 million in the Private Placement and has agreed to guarantee full subscription of the remaining NOK 25 million at a subscription price of NOK 3.20.

The net proceeds will be used to strengthen the Company’s financial position and for general corporate purposes.

The application period for the Private Placement will commence on 13 February 2023 at 16:30 (CET) and is expected to close on 14 February 2023 at 08:00 (CET) (the “Application Period”). The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or to extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement is directed towards investors subject to, in each case, applicable exemptions from relevant prospectus, filing and registration requirements, (i) outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act and to major U.S. institutional investors under SEC Rule 15a-6 under the United States Exchange Act of 1934.

Allocation of the shares in the Private Placement will be determined after the expiry of the Application Period, and the final allocation will be made by the Company's board of directors (the "Board") at its sole discretion, following advice from the Manager. Delivery of the Offer Shares allocated in the Private Placement is expected to, in order to facilitate delivery-versus-payment, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Oslo Børs, pursuant to a share lending agreement entered into between the Company, the Manager and Firda AS (the "Share Lending Agreement"). The Offer Shares delivered to the subscribers will thus be tradable upon announcement of the approval by the extraordinary general meeting.

Completion of the Private Placement is subject to (i) approval by the Board to allocate the Offer Shares, and (ii) an extraordinary general meeting of the Company, expected to be held on or about 9 March 2023, approving the issuance of the Offer Shares.

The Board has considered alternative structures for the raising of new equity and the Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Act, Euronext Rule Book II and Oslo Børs' circular no. 2/2014. Based on these consideration, the Board is of the opinion that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company has been in a position to secure the full amount and to raise capital in an efficient manner.

For further information, please contact:

For questions or interview/meeting requests, please contact:

Øyvind Birkenes - CEO

T: +47 922 43 551

E: o.birkenes@airthings.com

Jeremy Gerst - CFO

T: +47 455 11 103

E: jeremy.gerst@airthings.com

About Airthings

Airthings is a global technology company and producer of award-winning radon and indoor air quality monitors for homeowners, businesses, and professionals. Founded in 2008, Airthings is on a mission to ensure that people around the world recognize the impact of indoor air quality and take control of their health through simple, affordable, and accurate technology solutions while optimizing energy consumption in buildings. Airthings' products have made radon detection and indoor air quality monitoring easy to deploy, accurate, and user friendly, and have received several accolades including the TIME's Best Inventions award and CES Innovation Award Honors. Headquartered in the heart of Oslo, Norway, and with offices in the US and Sweden the company has over 130 employees from more than 35 nationalities-and counting. To see the full range of Airthings indoor air quality monitors and radon detectors or to learn more about the importance of continuous air quality monitoring, please visit airthings.com

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This announcement contains information which is considered by the Company to be inside information pursuant to the EU Market Abuse Regulation, and which is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.

This announcement was published on behalf of the Company by Jeremy Gerst, CFO of the Company on 13 February 2023 at 16:30 CEST.

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. 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. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.

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 expression "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.

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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, 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 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.

Neither the Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.

In connection with the Private Placement, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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.