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
078.



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