NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Oslo ,30 October 2020 : Reference is made to the announcement on23 October 2020 , wherebyAirthings ASA ("Airthings " or the "Company", ticker "AIRX-ME") announced the successful completion of a private placement of new and existing shares in connection with a listing of the Company's shares onMerkur Market (the "Private Placement ").ABG Sundal Collier ASA (the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities from today,30 October 2020 , to, and including,28 November 2020 (the "Stabilisation Period"). Any stabilisation transactions will be aimed to support the market price of theAirthings shares. In connection with the Private Placement, the Managers have over-allotted a total of 5,500,000 shares in the Company to the applicants, equalling approximately 9% of the total number of new and existing shares allocated. In order to permit delivery in respect of such over-allotments made, certain existing shareholders (the "Selling Shareholders") have lent to the Stabilisation Manager, on behalf of the Managers, a number of existing shares in the Company equal to the number of over-allotted shares. Further, the Selling Shareholders have granted to the Stabilisation Manager, on behalf of the Managers, an over-allotment option to purchase from them, up to 5,500,000 shares in the Company at a price per share ofNOK 13.50 , which is equal to the offer price in the Private Placement (the "Offer Price "). This over-allotment option is exercisable, in whole or in part, by the Stabilisation Manager, on behalf of the Managers, within the Stabilisation Period. The Stabilisation Manager may close out the short position created by over-allotting shares in the Private Placement by buying shares in the open market through stabilisation activities and/or by exercising the over-allotment option. The Stabilisation Manager, may effect transactions with a view to supporting the market price of theAirthings shares at a level higher than what might otherwise prevail, through buying shares in the Company in the open market at prices equal to or lower than (but not above) the Offer Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities and there can be no assurance that stabilisation activities will be undertaken. If stabilisation activities are undertaken, they may be discontinued at any time, and must be brought to an end upon or before expiry of the Stabilisation Period. Within one week following the expiry of the Stabilisation Period, the Stabilisation Manager will publish an announcement under the Company's ticker on the electronic bulletin board ofMerkur Market , www.newsweb.oslobors.no, with information as to whether or not it has undertaken any stabilisation activities, including the total number of shares sold and purchased, the date at which the stabilisation activities commenced, the date at which stabilisation activities last occurred and the price range within which stabilisation was carried out for each of the dates where stabilisation transactions were made. Any stabilisation activities will be conducted based on the principles set out in Section 3-12 of the Norwegian Securities Trading Act and theEC Commission Regulation 2273/2003.ABG Sundal Collier ASA ,Carnegie AS andDNB Markets , a part ofDNB Bank ASA are acting as Joint Global Coordinators andJoint Bookrunners and Arctic Securities is acting as Joint Bookrunner in connection with the Private Placement (together with the Joint Global Coordinators, the "Managers"). Advokatfirmaet Schjødt AS is acting as legal advisor to the Company andAdvokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.ABG Sundal Collier ASA is acting as Merkur Advisor in connection with the admission to listing onMerkur Market . Gambit H&K AS is acting as communication advisor to the Company. For further information, please contact: Øyvind Birkenes, Chief Executive Officer +47 922 43 551Erik Lundby , Chief Financial Officer +47 924 00 396 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. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe 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 theUnited 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 Managers 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 Managers nor any of its affiliates accepts any liability arising from the use of this announcement. 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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