Nordic Aqua Partners AS - Successful completion of Private Placement

26 Sep 2024 23:19 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO 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.

Oslo - 26 September 2024

Reference is made to the stock exchange announcement published by Nordic Aqua
Partners AS (the "Company") today regarding the contemplated private placement
of new shares (the "Offer Shares") to raise gross proceeds of NOK 350 million
that, together with indicative debt financing and cash on hand, would be used to
(i) to fully fund the estimated Stage 2 build out, (ii) to repay short-term debt
facility, (iii) for Geosmin improvement capex, (iv) towards working capital
build up and (v) for general corporate purposes (the "Private Placement").

The Company hereby announces the successful completion of the Private Placement
of 4,666,666 Offer Shares at an offer price of NOK 75 per share (the "Offer
Price") for gross proceeds of approximately NOK 350 million.

The Company retained DNB Markets, a part of DNB Bank ASA as Lead Financial
Advisor and Joint Bookrunner, and Pareto Securities AS and SpareBank 1 Markets
AS as Joint Bookrunners (collectively, the "Managers") to assist the Company in
the Private Placement.

Following completion of the Private Placement, the Company will have a share
capital of NOK 21,000,755 divided on 21,000,755 shares, each with a nominal
value of NOK 1.00.

The following pre-committing investors have subscribed for and been
conditionally allocated Offer Shares in the Private Placement at the Offer
Price:

· Kontrari AS (owning 32.8% of the outstanding shares) has been allocated
1,685,000 Offer Shares at the Offer Price, corresponding to a total subscription
amount of approximately NOK 126.38 million;
· ILCO (owning 9.2% of the outstanding shares) has been allocated 475,000
Offer Shares at the Offer Price, corresponding to a total subscription amount of
approximately NOK 35.63 million.
· Akva Group (indirectly owning 2.9% of the outstanding shares) has been
allocated 133,333 Offer Shares at the Offer Price, corresponding to a total
subscription amount of approximately NOK 10 million;
· Aino AS, representing Board Member Aino Olaisen (owning 1.2% of the
outstanding shares) has been allocated 61,000 Offer Shares at the Offer Price,
corresponding to a total subscription amount of approximately NOK 4.58 million;
· Maringto AS, representing Chair of the Board Atle Eide (owning 1% of the
outstanding shares) has been allocated 51,000 Offer Shares at the Offer Price,
corresponding to a total subscription amount of approximately NOK 3.83 million;
· Therese Log Bergjord, member of the Board, has been allocated 13,333 Offer
Shares at the Offer Price, corresponding to a total subscription amount of
approximately NOK 1 million;
· Ragnar Joensen, CEO of the Company, has been allocated 2,666 Offer Shares at
the Offer Price, corresponding to a total subscription amount of approximately
NOK 200,000;
· Tom Johan Austrheim, CFO of the Company, has been allocated 2,666 Offer
Shares at the Offer Price, corresponding to a total subscription amount of
approximately NOK 200,000; and
· Andreas Thorud, Managing Director of Nordic Aqua (Ningbo) Co. Ltd., has been
allocated 2,666 Offer Shares at the Offer Price, corresponding to a total
subscription amount of approximately NOK 200,000.

Formal primary insider notifications will be released in a separate
announcement.

Notification of conditional allocation will be sent to investors on or about 27
September 2024. Allocated Offer Shares are expected to be settled on or about 22
October 2024 through a delivery versus payment transaction on a T+2 basis. The
Private Placement is expected to be settled with existing and unencumbered
shares in the Company that are already listed on Euronext Growth Oslo, pursuant
to a share lending agreement entered into between DNB Markets, a part of DNB
Bank ASA (on behalf of the Managers), the Company and Kontrari AS (the "Share
Lending Agreement").

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions being validly made by the Company, (ii) the EGM resolving the share
capital increase pertaining to the issuance of the Offer Shares, and (iii) the
Share Lending Agreement remaining in full force and effect pursuant to its terms
and conditions. Items (i) to (iii) above are jointly referred to as the
"Conditions".

The applicants in the Private Placement also acknowledge that the Private
Placement will be cancelled if the Conditions are not fulfilled. Neither the
Managers nor the Company, or any of their directors, officers, employees,
representatives or advisors, will be liable for any losses if the Private
Placement is cancelled and/or modified, irrespective of the reason for such
cancellation and modification.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the rules on equal treatment under Oslo Rule Book
II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment and deems that the proposed Private
Placement is in compliance with these obligations. The Board is of the view that
it is in the common interest of the Company and its shareholders to raise equity
through the Private Placement. Further, a private placement will reduce
execution and completion risk and allows for the Company to utilize current
market conditions and raise capital more quickly, at a lower discount compared
to a rights issue and without the underwriting commissions normally seen with
rights offerings. Further, the Subsequent Offering (as defined below), if
implemented, will secure that eligible shareholders will receive the opportunity
to subscribe for new shares at the same subscription price as that applied in
the Private Placement. On this basis, the Board has considered the proposed
transaction structure to be in the common interest of the Company and its
shareholders.

The Company intends to carry out a subsequent offering (the "Subsequent
Offering") with non-tradeable subscription rights of up to 466,666 new shares
with gross proceeds of up to approximately NOK 35 million at the Offer Price,
subject to applicable securities law, will be directed towards existing
shareholders in the Company as of 26 September 2024 (as registered in the VPS on
30 September 2024) who (i) were not allocated shares in the Private Placement or
contacted in the pre-sounding phase prior to the Private Placement and (ii) who
are not resident in a jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action (the "Eligible Shareholders"). Eligible
Shareholders will receive non-transferable subscription rights in the Subsequent
Offering.

The allocation hierarchy in the Subsequent Offering will be as follows:

a) Shares shall be allocated to Eligible Shareholders who have subscribed with
subscription rights.

b) Unallocated shares following a) shall be allocated to Eligible Shareholders
who have over-subscribed (on a pro rata basis).

c) Unallocated shares following b) may be allocated to shareholders or other
specific investors other than the Eligible Shareholders who have subscribed
without subscription rights, however so that the board reserves the right to
allocate c) at their sole discretion.

Whether or not such Subsequent Offering will ultimately take place, will depend
inter alia on the development of the price of the shares in the Company after
completion of the Private Placement. Further, the Subsequent Offering is subject
to, inter alia, completion of the Private Placement, approval by the EGM to
authorize the Company's board of directors to carry out the Subsequent Offering,
and the approval by and publication of an offering prospectus.

This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act. This information was issued as inside
information pursuant to the EU Market Abuse Regulation.

Important information:

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.

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 "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.

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. 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. 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. 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. 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. This announcement is an
advertisement and is not a prospectus for the purposes of the Prospectus
Regulation as implemented in any Member State.

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