Aqua Bio Technology — Capital/Financing Update 2024

Oct 18, 2024

Correction: Aqua Bio Technology ASA - Private Placement successfully placed

Correction: Aqua Bio Technology ASA - Private Placement successfully placed

18.10.2024 09:38:53 CEST | 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.

Correction: The total number of New Shares to be issued was incorrect. Please

see updated version below.

Reference is made to the stock exchange notice from Aqua Bio Technology ASA ("

ABT" or the "Company") published on 17 October 2024 regarding a contemplated

conditional private placement of 19 million new shares towards the shareholders

of Jetcarrier AS and minimum 18.33 million and maximum 22 million new shares

(together, the "New Shares") towards certain new investors and certain existing

shareholders, at a fixed subscription price of NOK 3 per New Share (the "Private

Placement").

Reference is also made to the stock exchange announcement by the Company on 17

October 2024, regarding the entry into of a share purchase agreement for the

purchase of all outstanding shares in Jetcarrier AS, between the Company (as

purchaser) and the shareholders of Jetcarrier AS (as sellers) (the "Acquisition

").

The Company is pleased to announce that it has raised approximately NOK 115.09

million in gross proceeds through the Private Placement, where the Company will

issue a total of 38,363,470 New Shares, each at the subscription price of NOK 3

per New Share.

The net proceeds from the Private Placement will be used to repay outstanding

debt and for general corporate purposes.

In connection with the Private Placement, the shareholders of Jetcarrier AS and

RH Investments AS (an investment company closely associated with Roger Hofseth)

have committed to, if the Company decides to carry out a share capital increase

in 2025, participate in such share issue with approximately NOK 16 to 24 million

in total, with the intention to maintain their shareholdings in the Company.

The subscription amounts for the New Shares will be partly settled by conversion

of previously incurred debt (in total approximately NOK 89.25 million, including

NOK 57 million which will be owed to the shareholders of Jetcarrier AS upon

completion of this acquisition) and partly by advance cash payments (in total

approximately NOK 25.84 million).

The issuance of the New Shares, and thus the completion of the Private

Placement, is among other things, subject to all necessary corporate resolutions

for consummating the Private Placement having been validly passed, including

approval of the pertaining share capital increase by an extraordinary general

meeting of the Company (the "EGM"), to be held on or about 12 November 2024. A

notice for the EGM will be distributed in due course. Completion of the Private

Placement is further subject to (i) completion of the Acquisition having

occurred, (ii) valid subscription of the New Shares and the allocated New Shares

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

pertaining to the Private Placement with the Norwegian Register of Business

Enterprises.

The New Shares will be delivered to the investors in the Private Placement as

soon as practically possible after the registration of the share capital

increase pertaining to the Private Placement, expected on or about 14 November

2024, initially on a separate ISIN as the listing of the New Shares requires the

preparation and publication of a prospectus approved by the Norwegian Financial

Supervisory Authority.

The following primary insiders or close associates of primary insiders have been

conditionally allocated New Shares:

* Initia AB, a company closely associated with director Jan Pettersson, was

allocated 83,333 New Shares, for a total subscription amount of NOK 250,000;

* Swelandia International AB, a company closely associated with director Jan

Pettersson, was allocated 83,333 New Shares, for a total subscription amount

of NOK 250,000;

* Ødegård Prosjekt AS, a company closely associated with Chairman Jon Olav

Ødegård, was allocated 33,333 New Shares, for a total subscription amount of

NOK 100,000;

* Varming Holding AS, a company closely associated with CFO Jan Varming, was

allocated 1,000,000 New Shares, for a total subscription amount of NOK

3,000,000..

Formal primary insider notifications will be provided once the Private Placement

is unconditional.

Equal treatment

The Private Placement implies a deviation from the pre-emptive rights of the

Company's existing shareholders. When resolving to conditionally complete the

Private Placement, the Board has considered the Private Placement in light of

the equal treatment obligations under the Norwegian Public Limited Companies

Act, the Norwegian Securities Trading Act, Oslo Børs' Circular no. 2/2014 and

the rules on equal treatment under Oslo Rule Book II for companies listed on the

Oslo Stock Exchange, and is of the opinion that the contemplated Private

Placement is in compliance with these requirements.

The Board, together with the Company's management, has considered various

transaction alternatives to secure new financing. Based on an overall

assessment, taking into account inter alia the need for funding, execution risk

and possible alternatives, the Board has on the basis of careful considerations

decided that the Private Placement is the alternative that best protects the

Company's and the shareholders' joint interests. Thus, the deviation of the

preferential rights inherent in a share capital increase through issuance of New

Shares is considered necessary. Further, the Board has considered that the

Subsequent Offering (as defined below) will (if implemented) mitigate some of

the dilutive effect on the shareholdings who did not participate in the Private

Placement.

Subsequent Offering

The Board has resolved an intention to carry out a subsequent offering (the "

Subsequent Offering") of up to 2,000,000 new shares (the "Offer Shares") in the

Company, to raise gross proceeds of up to NOK 6,000,000, where each Offer Share

may be subscribed at the same subscription price as in the Private Placement,

i.e. NOK 3 per new share.

If implemented, the Subsequent Offering will be directed towards existing

shareholders in the Company as of 17 October 2024 (as registered in the VPS on

21 October 2024) who; (i) were not allocated New Shares in the Private

Placement, and (ii) are not resident in jurisdictions where such offering would

be unlawful, or would require any prospectus filing, registration or similar

action.

The issuance of Offer Shares in the Subsequent Offering will be subject to

approval of the pertaining share capital increase by the EGM to be held on or

about 12 November 2024. The Subsequent Offering is expected to be carried out

during the notice period for the EGM, with a one-week subscription period,

expected to expire at least three days prior to the date of the EGM.

The Subsequent Offering is among other things subject to the completion of the

Private Placement, and the Company reserves the right in its sole discretion to

not conduct or cancel the Subsequent Offering. More details about the Subsequent

Offering will follow.

The Offer Shares will initially be delivered on a separate ISIN as the listing

of the Offer Shares requires the preparation and publication of a prospectus

approved by the Norwegian Financial Supervisory Authority.

* * *

For further information, please contact Jan Varming, CFO, telephone +47 90 83 90

Aqua Bio Technology (ABT) is developing and commercializing sustainable

biotechnology for use in skincare 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 skincare products developed by partners towards consumers and

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

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

important part of the Company's strategy going forward. ABT is listed on the

Euronext Expand market of the Oslo Stock Exchange.

* * *

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

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading

Act.

The stock exchange announcement was published by CFO Jan Varming on the time and

date provided.

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

* Jan Aas Varming, CFO, Aqua Bio Technology ASA, +47 908 39 076,

jan@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/17847556/18286254/5131/Download%20announce

ment%20as%20PDF.pdf

ORIGINAL RELEASE

Aqua Bio Technology ASA - Private Placement successfully placed -

https://kommunikasjon.ntb.no/announcement/18286103?publisherId=17847556&lang=en