Aqua Bio Technology — Capital/Financing Update 2021

Dec 10, 2021

Aqua Bio Technology ASA - contemplated Private placement of up to NOK 15 million

Aqua Bio Technology ASA - contemplated Private placement of up to NOK 15 million

10.12.2021 17:24:50 CET | Aqua Bio Technology ASA | Inside information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO THE United States, Canada, Australia, Japan or Hong Kong

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL

OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.

Aqua Bio Technology ASA - contemplated Private placement of up to NOK 15 million

Aqua Bio Technology ("ABT" or the "Company") is contemplating an equity offering

towards certain existing shareholders and other external investors for gross

proceeds of minimum NOK 10 million and maximum NOK 15 million through issuance

of minimum 714 286 and maximum 1 071 429 new shares (the "Offer Shares") at a

fixed subscription price of NOK 14 which is equivalent to today's closing

trading price of the Company's shares (the "Private Placement"). The Offer

Shares will be issued by the Board of Directors pursuant to an authorization

granted by the Company's annual general meeting on 9 June 2021. The net proceeds

of the Private Placement will be used for general corporate purposes, launch

activities, R&D activities related to the production of Aquabeautine XL, a

contemplated rebranding project of the Moana Skincare brand, development of

private labels and other business development activities.

The Company has received pre-commits to subscribe for a new shares equivalent to

a subscription amount above NOK 10 million of which NOK 6 million is

pre-committed by shareholders or their closely related persons that are

represented in the board and the management.

The application period in the Private Placement opens today, on 10 December

2021, at 1700 CET and ends at 08.00 CET on Monday 13 December 2021. The Company

may, in its own discretion, extend or shorten the application period at any time

and for any reason. The minimum application and allocation amount in the Private

Placement has been set at the NOK equivalent of EUR 100,000. The Company may,

however, at its sole discretion, allocate an amount below EUR 100,000 to the

extent applicable exemptions from relevant prospectus and registration

requirements are available. Allocation of the Offer Shares will be determined at

the end of the application period, and final allocation will be made by the

Board at its sole discretion. Notification of the allocation is expected to be

sent on or about 13 December 2021. Settlement of the Private Placement is

expected on or about 17 December 2021.

The Company has considered the Private Placement in light of the equal treatment

principles under the Norwegian Securities Trading Act and under the Oslo Rule

Book II for companies listed on Euronext Expand, and is of the opinion that the

proposed Private Placement is in compliant with these requirements. The Board

has emphasized that the subscription price in the Private Placement is

equivalent to today's closing trading price of the Company's shares. The Board

has also assessed alternative funding methods and considers that such funding

methods have a lower degree of expected success, and will be more time- and

resource-consuming. Taking into account the above, the Board of Directors is of

the opinion that the Private Placement is in the Company and the shareholders'

joint interests.

The Private Placement is directed towards investors subject to applicable

exemptions from relevant prospectus requirements, (i) outside the United States

to non-US persons in reliance on Regulation S under the US Securities Act of

1933 (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 in transactions that are exempt for registration under the US Securities

Act.

The completion of the Private Placement by delivery of Offer Shares is subject

to (i) all necessary corporate resolutions for consummating the Private

Placement having been validly passed, (ii) the allocated Offer Shares having

been fully paid, and (iii) the registration of the share capital increase

pertaining to the Private Placement with the Norwegian Register of Business

Enterprises.

Advokatfirmaet CLP DA is acting as legal advisor to the Company in respect of

Norwegian law.

* * *

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. Aqua Bio Technology is listed on the Euronext Expand market

of the Oslo Stock Exchange.

This information was considered to be inside information pursuant to the EU

Market Abuse Regulation, and is subject to the disclosure requirements pursuant

to section 5-12 of the Norwegian Securities Trading Act. The stock exchange

announcement was published by Håvard Lindstrøm, CEO, on 10 December 2021 at 1700

CEST.

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of offers to

purchase or subscribe for shares. Copies of this announcement may not be sent to

jurisdictions, or distributed in or sent from jurisdictions, in which this is

barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any

jurisdiction in which such offer or solicitation would be unlawful absent

registration, or an exemption from registration or qualification under the

securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, Japan, Hong Kong or the United States or any other

jurisdiction in which such release, publication or distribution would be

unlawful, and it does not constitute an offer or invitation to subscribe for or

purchase any securities in such countries or in any other jurisdiction. In

particular, the document and the information contained herein should not be

distributed or otherwise transmitted into the United States or to publications

with a general circulation in the United States of America.

This announcement is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

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.

This announcement and any materials distributed in connection with this

announcement may contain certain forward-looking statements. By their nature,

forward-looking statements involve risk and uncertainty because they reflect

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

The Company expressly disclaims any obligation or undertaking to update, review

or revise any statement contained in this announcement whether as a result of

new information, future developments or otherwise.

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

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https://kommunikasjon.ntb.no/ir-files/17847556/1056/1416/Download%20announcement

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