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
ment%20as%20PDF.pdf