Aqua Bio Technology — Capital/Financing Update 2024

Jan 29, 2024

Aqua Bio Technology asa - contemplated Private placement

Aqua Bio Technology asa - contemplated Private placement

29.1.2024 20:54:00 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

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

for gross proceeds of from NOK 10 million to NOK 15 million through issuance new

shares (the "Private Placement") (the "New Shares") towards certain existing

shareholders and other external investors at a fixed subscription price of NOK

5. The Company may, in its own discretion, increase the maximum size of the

Private Placement. The net proceeds of the Private Placement will be used for

general corporate purposes, including to fund the Company's growth and to

further commercialize the Company's products.

Certain of the Company's major existing shareholders, including Viddas AS,

Initia AB and RH Industri AS, the two latter close associates of Board member

Roger Hofseth and Jan Petterson, have pre-committed to subscribe for a new

number of shares equivalent to a subscription amount of MNOK 9.6. These

shareholders will as a minimum be allocated their pro-rata shareholdings in the

Private Placement. The Company has further received pre-commitments from certain

new investors for more than MNOK 3 and the Private Placement is thus fully

covered in the lower range based on pre-commitments.

The Private Placement will be completed through an issuance of from 2 million to

3 million new shares in the Company (the "New Shares"), each Offer Share at a

fixed subscription price of NOK 5. The New Shares will be issued by the board of

directors of ABT (the "Board") pursuant to an authorization registered in the

Norwegian Register of Business Enterprises on 28 September 2023.

The application period in the Private Placement opens today, on 29 January 2024,

at 20.00 CET and ends at 08.00 CET on 30 January 2024. The Company may, in its

own discretion, extend or shorten the application period at any time and for any

reason. Allocation of the New 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 30

January 2024.

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 Euronext Expand, and

is of the opinion that the contemplated Private Placement is in compliance with

these requirements.

In reaching its conclusion, the Board has particularly emphasized alternative

funding methods and considers that such funding methods have a lower degree of

expected success and will be more time- and resource-consuming. Further, the

Board has considered that the Subsequent Offering (as defined below) will

mitigate some of the dilutive effect on the shareholdings who did not

participate in the Private Placement.

Taking into account the above, the Board 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 New Shares will initially be delivered 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 completion of the Private Placement by delivery of New Shares is subject to

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

having been validly passed, (ii) the allocated New Shares having been fully

paid, (iii) the registration of the share capital increase pertaining to the

Private Placement with the Norwegian Register of Business Enterprises and (iv)

the approval a listing prospectus by the Norwegian Financial Supervisory

Authority.

A presentation prepared in connection with the Private Placement is attached to

this stock exchange notice.

In order to reduce the dilution resulting from the issuance of the New Shares,

the Board expects to launch a subsequent offering (the "Subsequent Offering") of

new shares at a fixed subscription price of NOK 5 (same as for the New Shares).

A Subsequent Offering will be directed towards the Company's shareholders as of

29 January 2024 as registered in the VPS on 31 January 2024 (the "Record Date"),

less (i) shareholders who were offered to subscribe for New Shares in the

Private Placement, and (ii) shareholders who are residing in a jurisdiction

where such offering would be unlawful or would require any filing, registration

or similar action. A 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.

* * *

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

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 29 January 2024 at the

time set out above.

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

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/2873/4003/Download%20announcement

%20as%20PDF.pdf

Term Sheet Private Placement January.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/2873/4001/Term%20Sheet%20Private%

20Placement%20January.pdf

Aqua Bio Technology Company Presentation January 2024.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/2873/4002/Aqua%20Bio%20Technology

%20Company%20Presentation%20January%202024.pdf