Aqua Bio Technology — Capital/Financing Update 2025

Mar 26, 2025

Aqua Bio Technology ASA: Terms of the Subsequent Offering

Aqua Bio Technology ASA: Terms of the Subsequent Offering

26.3.2025 08:00:06 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 AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED

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

DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER

OF ANY OF THE SECURITIES DESCRIBED HEREIN

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

("ABTEC" or the "Company") on 11 March 2025 regarding the completion of a

private placement that raised approximately NOK 24.2 million in gross proceeds,

to be settled through both conversion of previously incurred debt and through

advance cash payments (the "Private Placement") and a subsequent offering of new

shares in the Company (the "Subsequent Offering").

The Subsequent Offering consists of an offering of up to 20,000,000 new shares

in the Company (the "Offer Shares") directed towards the shareholders of the

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

Record Date"), except; (i) shareholders that subscribed for shares in the

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

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

registration or similar action (the "Eligible Shareholders").

In addition, the following types of investors shall have a secondary right to

subscribe for the Offer Shares; (i) ABTEC shareholders and investors that

participated in the Private Placement, and (ii) other subscribers without

Subscription Rights (as defined below), subject to a minimum allocation of at

least NOK 5,000 (jointly, the "Secondary Subscribers").

The subscription period in the Subsequent Offering commences on 27 March 2025 at

09:00 hours (CET) and will end on 3 April 2025 at 16:30 hours (CEST) (the "

Subscription Period"). The subscription price per Offer Share is NOK 0.50 (the "

Subscription Price"), which is equal to the subscription price in the Private

Placement. If fully subscribed, the Subsequent Offering will raise gross

proceeds of NOK 10,000,000.

In the Subsequent Offering, Eligible Shareholders, will be granted

non-transferable subscription rights (the "Subscription Rights") that, subject

to applicable law, provide preferential rights to subscribe for and be allocated

Offer Shares at the Subscription Price.

The Eligible Shareholders will be granted 0.308 Subscription Rights for each

existing share registered as held by such Eligible Shareholder as of the Record

Date, rounded down to the nearest whole number of Subscription Rights. Secondary

Subscribers will not be granted Subscription Rights. Each whole Subscription

Right provides a preferential right to subscribe for, and be allocated, one

Offer Share at the Subscription Price. Over-subscription will be permitted.

Other than subscriptions from Secondary Subscribers, subscription without

Subscription Rights will not be permitted.

The Subscription Rights must be used to subscribe for Offer Shares before the

expiry of the Subscription Period on 3 April 2025 at 16.30 hours (CEST).

Subscription Rights that are not used to subscribe for Offer Shares before 16.30

hours (CEST) on 3 April 2025 will have no value and will lapse without

compensation to the holder. The Subscription Rights will not be listed on

Euronext Expand or any other regulated market or trading venue.

Completion of the Subsequent Offering is subject to, inter alia, approval from

the general meeting in the Company, including with respect to a share capital

decrease required to reduce the par value of the Company's shares to NOK 0.50

per share (the "Share Capital Decrease") and the share capital increase required

for the issuance of allocated Offer Shares, as well as registration of both the

Share Capital Decrease and the share capital increase, all as further detailed

in the Invitation Letter (as defined below).

Due to the requirement to complete the Share Capital Decrease in order to issue

allocated Offer Shares, the Offer Shares will first be delivered to the

subscribers' VPS accounts during the end of May 2025. Further, listing of the

Offer Shares requires that the Company prepares and publishes a Prospectus, and

it cannot be assured that such Prospectus will be approved and published prior

to delivery of the Offer Shares. If the Prospectus is not prepared and published

prior to delivery of the Offer Shares, the Offer Shares will initially be

delivered on a separate non-tradable ISIN.

An invitation letter (the "Invitation Letter") will be prepared in connection

with the Subsequent Offering, which provides further information on the Company

and its business, sets out the terms and conditions for the Subsequent Offering

and includes a description of certain risk factors pertaining to the Company,

its shares and the Subsequent Offering.

The Invitation Letter and the company presentation will be made available prior

to the start of the Subscription Period.

Norne Securities AS is acting as Settlement Agent for the Subsequent Offering.

Advokatfirmaet CLP DA is acting as legal counsel to the Company in the

Subsequent Offering.

* * *

For further information, please contact Fredrik Henriksen, CEO, Phone +47 900 20

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.

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section

of 5-12 of the Norwegian Securities Trading Act.

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

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847556/18469318/5865/Download%20announce

ment%20as%20PDF.pdf