7.3.2025 18:17:20 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 ("ABT" or the "Company", and together with its
consolidated subsidiaries, the "Group") hereby announces a contemplated
conditional private placement of minimum 26 million and maximum 60 million new
shares (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"). The Company further contemplates to carry out a
subsequent offering towards eligible shareholders.

The Private Placement is carried out in order to improve the Company's financial
position. An update on the Company's financial position, including an update on
certain operational matters, is given below.

Financial and operational update

The Company is in a challenging financial position, with a strained cash
reserve, and limited possibilities of utilizing cash that may become available
in the Group at the parent Company level, and where certain of the Group
companies rely on additional funding for continuation and development of their
operations. In addition, the Company has significant obligations under previous
M&A transactions, in particular to the former shareholders of the JetCarrier
group, such obligations currently being unfunded, but where the Company is in
negotiations to defer the upcoming payments in the second and fourth quarter of
2025 by minimum three months respectively.

The conditional Private Placement announced herein provides the Company with
additional working capital to be utilized for the purposes described below and
strengthens the Company's balance sheet, but the financial position is expected
to remain challenging going forward.

However, the Group's prospects in the short term include a number of significant
opportunities for growth. Jetcarrier is in early-stage discussions for a freight
contract of material value to the Group if concluded, and shall also execute on
freight and customs cost savings initiatives across other Group companies during
2025. Further, 3D Innovation is in late-stage negotiations with the major German
wholesaler referred to in the stock exchange notice from 18 December 2024, but
no agreement has been concluded as of the date hereof.

The Private Placement

Through the Private Placement, the Company is offering New Shares for gross
proceeds of minimum NOK 13 million and maximum NOK 30 million. The subscription
price in the Private Placement is a fixed price of NOK 0.5 per New Share.

The Company has already received binding pre-commitments for subscriptions
covering the minimum amount in the Private Placement from certain new investors
and certain existing shareholders, including subscriptions from the below
primary insiders and significant stakeholders:

 * Board member Jan Pettersson, has pre-committed to subscribe for NOK 880,000
   in cash
 * Board member Terje Blytt with related partners, have pre-committed to
   subscribe for approximately NOK 230,000 in cash and NOK 1.05 million in
   conversion of debt
 * Board observer Roger Sedal has pre-committed to subscribe for approximately
   NOK 165,000 in cash and approximately NOK 665,000 in conversion of debt
 * Board member Lena Varming (through Varming Holding AS) has pre-committed to
   subscribe for NOK 2,000,000 in conversion of debt
 * Roger Hofseth has through his investment companies pre-committed to subscribe
   for NOK 3,000,000 in cash and NOK 650,000 in conversion of debt

The application period for the Private Placement commences today at 18:30 CET
and closes on 10 March 2025 at 08:30 CET. The Company may, in its own
discretion, extend or shorten the application period at any time and for any
reason.

Allocation of New Shares will be conditionally determined by the board of
directors of the Company (the "Board"), in its sole discretion, shortly after
the close of the application period. The Board will focus on criteria such as
(but not limited to) current ownership in the Company, timeliness of the
application, relative order size, sector knowledge, perceived investor quality
and investment horizon.

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 issuance of the New Shares at the subscription price of NOK 0.50 per New
Share implies that the Company must carry out a share capital decrease in order
to decrease the par value of each of the Company's shares to at least NOK 0.50
per share (the "Share Capital Decrease"). The Share Capital Decrease will be
proposed resolved by an extraordinary general meeting expected to be held on or
about 4 April 2025 (the "EGM"), and the completion of the Share Capital Decrease
is expected to be subject to a creditor notification period of six weeks. The
share capital increase pertaining to the issuance of the New Shares will be
proposed resolved following completion of the share capital decrease.

The subscription amounts in the Private Placement will be settled partially with
new liquidity and through conversion of existing debt. Due to the settlement
structure described above, all new liquidity provided to the Company through the
Private Placement will initially be provided as advance payments, which will
thereafter be converted into new equity in connection with the formal issuance
of the New Shares.

The issuance of the New Shares in the Private Placement is subject to