Aqua Bio Technology — Capital/Financing Update 2025

Mar 11, 2025

Aqua Bio Technology ASA - Private Placement successfully placed

Aqua Bio Technology ASA - Private Placement successfully placed

11.3.2025 23:43:57 CET | Aqua Bio Technology ASA | Additional regulated

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

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.

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

("ABT" or the "Company") published on 7 March 2025 regarding a contemplated

conditional private placement of minimum 26,000,000 and maximum 60,000,000 new

shares in the Company (together, the "New Shares") towards certain new investors

and certain existing shareholders, at a fixed subscription price of NOK 0.50 per

New Share (the "Private Placement"), as well as to the stock exchange notices

dated 10 March 2025 and 11 March 2025 regarding extension of the application

periods in the Private Placement.

The Company is pleased to announce that it has now raised approximately NOK 24.2

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

issue a total of 48,432,000 New Shares, each at the subscription price of NOK

0.50 per New Share.

The net proceeds from the Private Placement will be used to strengthen the

Company's balance sheet and for general corporate purposes. This includes, but

is not limited to, fulfilling the Company's obligations to file a prospectus,

ensuring regulatory compliance, and enhancing financial flexibility.

Additionally, the proceeds will provide the Company with increased strategic

freedom to pursue and capitalize on business opportunities that may arise,

supporting its long-term growth objectives. In addition, funds will be used to

settle and repay outstanding debt.

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

of previously incurred debt (in total approximately NOK 16.2 million) and partly

by advance cash payments (in total approximately NOK 8.0 million).

The nominal value of the Company's shares must be reduced to at least NOK 0.50

per share in order to carry out the issuance of the New Shares (the "Share

Capital Decrease"). The issuance of New Shares in the Private Placement is thus

subject to, inter alia, approval of the Share Capital Decrease and of the share

capital increase pertaining to the issuance of the New Shares (the "Share

Capital Increase"). The Share Capital Decrease will be proposed resolved in a

general meeting in the Company to be held on or about 8 April 2025 (the "EGM"),

and it is expected that the completion of the Share Capital Decrease will be

subject to completion of a six-weeks mandatory creditor notice period. The Share

Capital Increase is expected to be resolved at the EGM but may also be required

to be resolved following completion of the Share Capital Decrease.

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

soon as practicable after the Share Capital Increase has been registered with

the Norwegian Register of Business Enterprises, which is expected to occur 7 - 8

weeks after the EGM has been held. 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 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 500,000 New Shares, for a total subscription amount of NOK 250,000;

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

Pettersson, was allocated 500,000 New Shares, for a total subscription amount

of NOK 250,000;

* Jan Petterson, a director, was allocated 760,000 New Shares, for a total

subscription amount of NOK 380,000

* Roger Sedal, observer to the board, was allocated 3,324,320 New Shares, for a

total subscription amount of NOK 1,662,160

* Terabyte Holding AS, a company closely associated with director Terje Blytt,

was allocated 4,621,620 New Shares, for a total subscription amount of NOK

2,310,810

* Varming Holding AS, a company closely associated with director Lena Varming,

was allocated 4,000,000 New Shares, for a total subscription amount of NOK

2,000,000.

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 Company's acute 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 20,000,000 new shares (the "Offer Shares") in

the Company, to raise gross proceeds of up to NOK 10,000,000, where each Offer

Share may be subscribed at the same subscription price as in the Private

Placement, i.e. NOK 0.50 per new share. The Board will assess the appropriate

size of the Subsequent Offering and announce the final number of Offer Shares to

be offered shortly prior to launch of the Subsequent Offering.

If implemented, the Subsequent Offering will be directed towards existing

shareholders in the Company as of 11 March 2025 (as registered in the VPS on 13

March 2025) 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

completion of the Share Capital Decrease approval of the pertaining share

capital increase by the EGM to be held on or about 8 April 2025. 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

Fredrik Henriksen, CEO

Phone +47 900 20 078

Aqua Bio Technology ASA (ABT) is a distribution group in skincare and nonfood.

The group has distribution towards B2C, B2B, B2B2, and freight, customs, and

logistics services. The group also develops sustainable biotechnology for use in

skincare products. Aqua Bio Technology 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 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

* Fredrik Henriksen, CEO, Aqua Bio Technology ASA, +47 90 02 00 78,

fredrik.henriksen@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology ASA (ABT) is a distribution group in skincare and nonfood.

The group has distribution towards B2C, B2B, B2B2, and freight, customs, and

logistics services. The group also develops sustainable biotechnology for use in

skincare products. Aqua Bio Technology is listed on the Euronext Expand market

of the Oslo Stock Exchange.

ATTACHMENTS

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https://kommunikasjon.ntb.no/ir-files/17847556/18452469/5767/Download%20announce

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