10.12.2021 17:24:50 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 of up to NOK 15 million

Aqua Bio Technology ("ABT" or the "Company") is contemplating an equity offering
towards certain existing shareholders and other external investors for gross
proceeds of minimum NOK 10 million and maximum NOK 15 million through issuance
of minimum 714 286 and maximum 1 071 429 new shares (the "Offer Shares") at a
fixed subscription price of NOK 14 which is equivalent to today's closing
trading price of the Company's shares (the "Private Placement"). The Offer
Shares will be issued by the Board of Directors pursuant to an authorization
granted by the Company's annual general meeting on 9 June 2021. The net proceeds
of the Private Placement will be used for general corporate purposes, launch
activities, R&D activities related to the production of Aquabeautine XL, a
contemplated rebranding project of the Moana Skincare brand, development of
private labels and other business development activities.

The Company has received pre-commits to subscribe for a new shares equivalent to
a subscription amount above NOK 10 million of which NOK 6 million is
pre-committed by shareholders or their closely related persons that are
represented in the board and the management.

The application period in the Private Placement opens today, on 10 December
2021, at 1700 CET and ends at 08.00 CET on Monday 13 December 2021. The Company
may, in its own discretion, extend or shorten the application period at any time
and for any reason. The minimum application and allocation amount in the Private
Placement has been set at the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from relevant prospectus and registration
requirements are available. Allocation of the Offer 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 13 December 2021. Settlement of the Private Placement is
expected on or about 17 December 2021.

The Company has considered the Private Placement in light of the equal treatment
principles under the Norwegian Securities Trading Act and 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 that the subscription price in the Private Placement is
equivalent to today's closing trading price of the Company's shares. The Board
has also assessed alternative funding methods and considers that such funding
methods have a lower degree of expected success, and will be more time- and
resource-consuming. Taking into account the above, the Board of Directors 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 completion of the Private Placement by delivery of Offer Shares is subject
to (i) all necessary corporate resolutions for consummating the Private
Placement having been validly passed, (ii) the allocated Offer Shares having
been fully paid, and (iii) the registration of the share capital increase
pertaining to the Private Placement with the Norwegian Register of Business
Enterprises.

Advokatfirmaet CLP DA is acting as legal advisor to the Company in respect of
Norwegian law.

* * *

For further information, please contact Håvard Lindstrøm, CEO, telephone +47 941
32 288

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 10 December 2021 at 1700
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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