Aqua Bio Technology — Share Issue/Capital Change 2023

Jul 23, 2023

Aqua Bio Technology ASA - launch of private placement

Aqua Bio Technology ASA - launch of private placement

23.7.2023 22:25:20 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 STATS, 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 announcement made by Aqua Bio Technology

ASA ("ABT" or the "Company") notice to the Company's entry into an agreement in

principle (the "Agreement") with the shareholders (the "Sellers") of Skin Team

Norge AS ("Skinteam") pursuant to which ABT shall acquire all of the shares in

Skinteam based on an equity value of Skinteam of NOK 45 million, to be settled

by all the Sellers converting 100% of their share of the purchase price into new

shares in ABT at subscription price of NOK 3 per new share, issuing 15,000,000

new ABT shares to the Sellers (the "Consideration Shares") (the "Acquisition").

The Private Placement

In addition to the Consideration Shares to be issued by the Company to the

Sellers, the Company will carry out an equity offering towards certain existing

shareholders and other internal investors that have agreed to provide the

company with loans that ABT may convert to equity in a later equity round. In

addition, as part of the Agreement relating to the Acquisition it has been

agreed that Mycellia RAIF V.C.I.C. Limited (Mycellia), a Seller transferring

Skinteam shares for MNOK 2.5 to ABT, will invest additional NOK 2.5 million in

ABT prior to the completion of the Acquisition. ABT has therefor committed gross

proceeds of minimum NOK 74 million through issuance of minimum 24,666,666 new

shares in the Company (including the Consideration Shares, the "New Shares") at

a fixed subscription price of NOK 3 (the "Private Placement"). The board of

directors of the Company (the "Board") expects that the gross proceeds may

increase to above NOK 75 million. The New Shares are expected to be resolved in

an extraordinary general meeting in the Company to be held in the last week of

August (the "EGM").

The Board also expects to carry out subsequent offering towards eligible

shareholders.

The application period in the Private Placement ends at 08.00 EST on Monday 24

July 2023. 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 by the Board at its sole discretion. Notification of the

allocation is expected to be sent on or around 25 July 2023.

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

principle under Norwegian Securities Trading Act 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, among other things, that issuance of the New Shares is a

prerequisite for the consummation of the Acquisition which is expected to

generate significant positive synergy effects, including but not limited to,

strengthening of the Company's cash flow through increased sales and improved

margins. Further, the Private Placement entails that the contemplated conversion

of debt and newly available loans into equity materially will strengthen the

Company's balance sheet, and that the Subsequent Offering (as defined below)

will mitigate some of the dilutive effect on the shareholdings of the

shareholders who did not participate in the Private Placement.

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 is subject to (i) the Company resolving

the necessary corporate resolutions, (ii) the Company receiving the total

subscription amount in the Private Placement, (iii) the approval of a listing

prospectus by the Norwegian Financial Supervisory Authority and (iv) the

corresponding share capital raise being registered in the Norwegian Register of

Business Enterprises.

The Subsequent Offering

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

the Board will launch a subsequent offering (the "Subsequent Offering") of new

shares at a fixed subscription price of NOK 3 (same as for the new shares). The

Subsequent Offering will be directed towards the Company's shareholders as of 23

July, as registered in the VPS on 25 July 2023 (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. The Subsequent Offering is among other things subject to the completion

of the Private Placement and approval from the EGM.

More details about the Subsequent Offering will follow, and the Company may

cancel the Subsequent Offering at its sole discretion.

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 23 July 2025, at 22.00

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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