Aqua Bio Technology — AGM Information 2023

Aug 3, 2023

AQUA BIO TECHNOLOGY ASA - ENTERS INTO FINAL AGREEMENT FOR ACQUISITION OF SKINTEAM - NOTICE OF EXTRAORDINARY GENERAL MEETING

AQUA BIO TECHNOLOGY ASA - ENTERS INTO FINAL AGREEMENT FOR ACQUISITION OF SKINTEAM - NOTICE OF EXTRAORDINARY GENERAL MEETING

3.8.2023 22:00:43 CEST | Aqua Bio Technology ASA | Additional regulated

information required to be disclosed under the laws of a member state

Reference is made to the stock exchange announcements made by Aqua Bio

Technology ASA ("ABT" or the "Company") on 23 July 2023 regarding the Company

entering into an agreement in principle with the shareholders of Skinteam Norge

AS (the "Sellers") ("Skinteam") and the stock exchange announcements on 23 and

24 July 2023 regarding the Private Placement and the contemplated Subsequent

Offering as described therein.

ABT and the Sellers have today entered into a final share purchase agreement and

more than 2/3 of the shareholders in ABT have entered into voting undertakings

where they have undertaken to vote in favour of all resolutions necessary to

implement the Private Placement and the contemplated Subsequent Offering in the

upcoming extraordinary general meeting (the "EGM") that will be held on 24

August 2023. The notice for the EGM is attached to this stock exchange

announcement.

ABT and the Sellers have agreed to continue the warrants previously issued in

Skinteam to key personnel and certain key suppliers to Skinteam. The Board

further considers that warrants should be granted to certain employees of ABT as

incentives. ABT's board of directors (the "Board") is therefore proposing that

the EGM resolves to issue 1,200,000 warrants (to the employees of ABT) at

subscription price NOK 5 and 356,688 warrants (to key personnel and key

suppliers to Skinteam) at a subscription price of NOK 5.30 as further set out in

the calling notice for the EGM.

Adjusted for the continuation of warrants in ABT and Mycellia's direct

investment of NOK 5,000,001 in ABT, the Sellers are receiving a purchase price

for their shares in Skinteam of NOK 41,201,148 that will be used to subscribe

for 13,733,716 new shares in ABT in the EGM. In addition, ABT will issue an

additional 11,124,353 new shares in the Private Placement at the EGM as set out

in the calling notice. ABT's board members Roger Hofseth (4,270,833 new shares)

and Jan Pettersson (2,519,357), and CEO Håvard Lindstrøm (183,333 new shares),

have undertaken to subscribe for new shares in the Private Placement.

The Board proposes that the EGM resolves to carry out a Subsequent Offering

where the eligible shareholders have priority to subscribe for up to 1,666,667

new shares at a subscription price per share equal to the subscription price in

the Private Placement (NOK 3.00). As set out in the key information notice, the

Subsequent Offering will be directed towards existing shareholders in the

Company as of 23 July 2023, as registered in the VPS on 25 July 2023, less (i)

shareholders who were allocated shares in the Private Placement, and (iii)

shareholders who are resident in a jurisdiction where such offering would be

unlawful or, for jurisdictions other than Norway, would require any prospectus,

filing, registration or similar actions.

The subscription period in the Subsequent Offering is expected to start on

Tuesday 8 August at 09.00 (CEST) and expire on 18 August 2023 at 16.30 (CEST).

Completion of the Subsequent Offering is subject to approval by the EGM, but

more than 2/3 of the shareholders in ABT have undertaken to vote in favor of the

Subsequent Offering.

An invitation letter setting out the terms of the Subsequent Offering will be

published prior to the start of the subscription period in the Subsequent

Offering.

* * *

For further information, please contact Håvard Lindstrøm, CEO, telephone +47 941

32 288.

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skin care products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skin care products developed by partners towards consumers and

professional users. ABT's focus on commercialization and development of natural

ingredients and natural skin care products has been, and will continue to be, an

important part of the Company's strategy going forward. Aqua Bio Technology is

listed on the Euronext Expand market of the Oslo Stock Exchange.

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section

of 5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Håvard Lindstrøm, 004794132288, hl@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skin care products. ABT's cosmetics ingredients are

highly effective and they provide the cosmetics industry with natural

alternatives to traditional ingredients. ABT is also marketing and distributing

natural skin care products developed by partners towards consumers and

professional users. Aqua Bio Technology is listed on Euronext Expand.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/2522/3498/Download%20announcement

%20as%20PDF.pdf

ABT Notice of EGM 24 August 2023.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/2522/3497/ABT%20Notice%20of%20EGM

%2024%20August%202023.pdf