AQUABOUNTY TECHNOLOGIES INC

PORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of AquaBounty Technologies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AquaBounty Technologies, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows, for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred cumulative net losses that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter, in any way, our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Long-Lived Assets – Refer to Notes 2 and 6 to the financial statements

Critical Audit Matter Description

The Company reviews the carrying value of its long-lived assets when facts and circumstances suggest that they may be impaired. The carrying values of such assets are considered impaired when the estimated undiscounted cash flow from such assets are less than their carrying values. An impairment loss is recognized in the amount of the difference between the carrying amount and the fair value of such assets.

In December 2024, the Company executed a letter of intent with a third party to sell its Canadian operations, which was completed in March 2025. This transaction ceased the Company’s current fish rearing operations and caused the Company to evaluate the Ohio farm site construction in process for impairment, resulting in a non-cash impairment charge of $57.3 million for the year ended December 31, 2024.

We identified the fair value measurement of the Ohio farm site construction in process as a critical audit matter because of the significant estimates and assumptions made by management including those related to the discount rate and capitalization rates. This required a high degree of auditor judgment and subjectivity, including the need to involve fair value specialists, to evaluate the reasonableness of management’s estimates and assumptions related to future cash flows and selection of the discount rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the fair value of the Ohio farm site construction in process included the following, among others:

• Obtained an understanding of the design of controls associated with management’s process for recording impairment charges.

• Tested for the appropriate application of accounting guidance related to the impairment of long-lived assets, including judgments made by management related to the asset group subject to impairment.

• Evaluated the reasonableness of the methodology used by management and the assumptions used in the estimation of future cash flows.

• Verified the impairment calculations were mathematically accurate.

• Developed an independent estimate of the fair value of the Ohio farm site construction in process.

• Evaluated the Company’s disclosures related to the impairment of long-lived assets to assess their conformity with the applicable accounting standards.

• With the assistance of our fair value specialists, we evaluated the fair value of the impaired assets.

/s/ Deloitte & Touche LLP

Baltimore, Maryland

March 27, 2025

We have served as the Company's auditor since 2021.

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