Airthings ASA: Successful completion of private placement

13 Feb 2023 21:31 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
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 announcement published on 13 February 2023 by Airthings
ASA ("Airthings" or the “Company”) regarding the launch of a contemplated
private placement (the “Private Placement”).

Airthings is pleased to announce that it has raised NOK 75 million in gross
proceeds through the Private Placement of 23,437,500 new shares in the Company
(the “Offer Shares”), at a price per Offer Share of NOK 3.20 (the “Offer
Price”).

The Private Placement took place through an accelerated bookbuilding process on
13 February 2023 with Carnegie AS as bookrunner and manager (the “Manager”).

The net proceeds will be used to strengthen the Company’s financial position and
for general corporate purposes.

Completion of the Private Placement is subject to approval by an extraordinary
general meeting of the Company, expected to be held on or about 9 March 2023.

Delivery of the Offer Shares allocated in the Private Placement is expected to,
in order to facilitate delivery-versus-payment, be made by delivery of existing
and unencumbered shares in the Company already admitted to trading on Oslo Børs,
pursuant to a share lending agreement entered into between the Company, the
Manager and Firda AS. The Offer Shares delivered to the subscribers will thus be
tradable upon announcement of the approval by the extraordinary general meeting.

Following issuance of the Offer Shares, the Company will have an issued share
capital of NOK 1,974,298.46 divided into 197,429,846 shares, each with a par
value of NOK 0.01.

In light of the current trading price of the Company's shares on Oslo Børs,
which is below the Offer Price, the Board has decided not to carry out a
subsequent offering.

For questions or interview/meeting requests, please contact:

Øyvind Birkenes - CEO
T: +47 922 43 551
E: o.birkenes@airthings.com

Jeremy Gerst - CFO
T: +47 455 11 103
E: jeremy.gerst@airthings.com

About Airthings
Airthings is a global technology company and producer of award-winning radon and
indoor air quality monitors for homeowners, businesses, and professionals.
Founded in 2008, Airthings is on a mission to ensure that people around the
world recognize the impact of indoor air quality and take control of their
health through simple, affordable, and accurate technology solutions while
optimizing energy consumption in buildings. Airthings' products have made radon
detection and indoor air quality monitoring easy to deploy, accurate, and user
friendly, and have received several accolades including the TIME's Best
Inventions award and CES Innovation Award Honors. Headquartered in the heart of
Oslo, Norway, and with offices in the US and Sweden the company has over 130
employees from more than 35 nationalities-and counting. To see the full range of
Airthings indoor air quality monitors and radon detectors or to learn more about
the importance of continuous air quality monitoring, please visit airthings.com


This announcement contains information which is considered by the Company to be
inside information pursuant to the EU Market Abuse Regulation, and which is
subject to the disclosure requirements pursuant to section 5-12 the Norwegian
Securities Trading Act.

This announcement was published on behalf of the Company by Jeremy Gerst, CFO of
the Company on 13 February 2023 at 21:31 CET.

IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Any offering of the securities referred to in
this announcement will be made by means of a set of subscription materials
provided to potential investors. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned subscription material.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

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. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

In connection with the Private Placement, the Manager and any of its affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Private Placement or otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Manager and any of its affiliates acting as investors for
their own accounts. The Manager does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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