BLACK SEA PROPERTY AS: START OF SUBSCRIPTION PERIOD FOR THE RIGHTS ISSUE – PUBLICATION OF PROSPECTUS

19 Sep 2024 08:00 CEST

Reference is made to the previous stock exchange announcements from Black Sea
Property AS (the "Company") regarding the rights issue of between 107,382,996
and 150,000,000 new shares (the "Offer Shares") at a subscription price of NOK
0.12 per Offer Share (the "Subscription Price") raising gross proceeds of up to
NOK 18,000,000 (the “Rights Issue”). The Rights Issue is partially underwritten
by a consortium of existing shareholders (jointly, the "Underwriters"), who will
secure subscription of Offer Shares for NOK 12,885,956. The Underwriters have
provided the Company with certain shareholder loans and shall convert such
shareholder loans and accrued interest thereunder (the "Shareholder Loans") to
fulfil their underwriting obligations in the Rights Issue.

The subscription period in the Rights Issue will commence today, 19 September
2024.

Nordea Bank Abp, Filial I Norge, is acting as settlement agent in the Rights
Issue (the "Settlement Agent").

Registration and publication of the Prospectus:
The prospectus (the "Prospectus") relating to the Rights Issue was registered
with the Norwegian Register of Business Enterprises ("NRBE") on 17 September
2024.

Subject to applicable securities laws, the Prospectus is attached to this stock
exchange notice and will also be made available at the websites of the Company.

Allocation of Subscription Rights:
The shareholders in the Company as of 16 September 2024 (as registered in the
Euronext Securities Oslo, the Norwegian Central Securities Depository ("VPS") on
18 September 2024 pursuant to the two days’ settlements procedure of VPS (the
"Record Date") who are not resident in a jurisdiction where such offering would
be unlawful, or for jurisdictions other than Norway which would require any
filing, registration or similar action (the "Existing Shareholders"), have been
granted subscription rights (the "Subscription Rights") in the Rights Issue that
provide preferential rights to subscribe for and be allocated, Offer Shares at
the Subscription Price.

Existing Shareholders have been granted 1.4837 Subscription Rights for each
existing share in the Company registered as held by the Existing Shareholder at
the Record Date, rounded down to the nearest whole Subscription Right. Each
whole Subscription Rights will, subject to applicable law, give the right to
subscribe for and be allocated one (1) Offer Share at the Subscription Price.
Over-subscription is permitted, however, there can be no assurance that Offer
Shares will be allocated for such subscriptions. Other than subscriptions from
Underwriters, subscription without Subscription Rights is not permitted.

The grant or purchase of Subscription Rights and the subscription of Offer
Shares by persons resident in, or who are citizens of countries other than
Norway, may be affected by the laws of the relevant jurisdiction. Further, no
Offer Shares or Subscription Rights will be offered or sold within the United
States, except in reliance on an exemption from the registration requirements of
the U.S. Securities Act. For a further description of such restrictions,
reference is made to the Prospectus.

Subscription period for the Offer Shares:
The subscription period shall commence at 09.00 (CEST) on 19 September 2024 and
end at 16.30 (CEST) on 3 October 2024 (the "Subscription Period").

Subscription Rights:
The Subscription Rights will be registered in the VPS with ISIN NO0013338434 and
will be distributed to each Existing Shareholder's VPS account at the start of
the Subscription Period. The Subscription Rights will be distributed free of
charge to the Existing Shareholders.

The Subscription Rights may be used to subscribe for Offer Shares in the Rights
Issue before the expiry of the Subscription Period on 3 October 2024 at 16:30
(CEST).

The Subscription Rights will not be admitted to trading on any organized
marketplace.

Existing Shareholders who do not use their Subscription Rights to subscribe for
Offer Shares before the expiry of the Subscription Period will not be entitled
to be allocated any Offer Shares. Existing Shareholders that do not want to
subscribe for Offer Shares will not be able to realize any economic value of the
grant of Subscription Rights to such Existing Shareholder and will also be
subjected to dilution of their proportionate ownership of Shares in the Company.


Regarding further restrictions in respect of who may be allocated or permitted
to acquire or exercise Subscription Rights/subscribe for Offer Shares, reference
is made to Section 4 "The Rights Issue and the Offer Shares" in the Prospectus.

Subscription procedure:
In order to subscribe for Offer Shares, investors holding Subscription Rights
need to complete the subscription form for the Rights Issue (the "Subscription
Form") and submit it to the Settlement Agent by 16:30 hours (CEST) on 3 October
2024 or subscribe via the VPS online subscription system.

Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to subscribe for
Offer Shares through the VPS online subscription system by following the link on
https://investor.vps.no/sc/servlet/no.vps.sc.servlets.SCLogonServlet?ISIN=NO0013
338434&TSted=000VP&Sig=e70d744d9809fbaa9bd85596a830687a6268cd9335280c8aa3006396f
1e16d74 (which will redirect to the VPS online subscription system).

Please note that Subscription Rights that are not used to subscribe for Offer
Shares before the end of the Subscription Period (3 October 2024 at 16:30 CEST),
will lapse without compensation and consequently be of no value.

Allocation of Offer Shares:

Allocation of the Offer Shares will take place on or about 4 October 2024 in
accordance with the following criteria:
(i) First, Offer Shares will be allocated in accordance with granted and
acquired Subscription Rights to subscribers who have validly exercised
Subscription Rights during the Subscription Period;
(ii) Second, any unallocated Offer Shares following the allocation under (i)
above shall be allocated on a pro-rata basis to Underwriters who have subscribed
for Offer Shares, however limited upwards to each such Underwriter's respective
Underwriting Obligation for the aggregate Underwriting Obligation of NOK
12,885,965. The Existing Shareholders' subsidiary preferential right to
subscribe for Offer Shares that are not subscribed pursuant to exercise of
Subscription Rights pursuant to Section 10-4 (3) of the Norwegian Private
Limited Liability Companies Act is, thus, waived, cf. Section 10-5 of the
Norwegian Public Limited Liability Companies Act;
(iii) Third, any unallocated Offer Shares following the allocation under (ii)
above shall be allocated to subscribers who have over-subscribed on a pro-rata
basis on the number of Subscription Rights exercised by each subscriber;
(iv) Fourth, any unallocated Offer Shares following the allocation under (iii)
above shall be allocated to Underwriters who have subscribed for Offer Shares in
excess of their respective Underwriting Obligation on a pro-rata basis; and
(v) Finally, any unallocated Offer Shares following the allocation under (iv)
above shall be allocated to the Underwriters who have not fulfilled their
underwriting obligation through subscription for Offer Shares in the
Subscription Period, pro rata to their respective Underwriting Obligations as
further described in Section 4.17 "The Underwriting".
The Underwriters will not be granted Subscription Rights due to technical
limitations in the VPS when settling share deposits with contributions-in kind,
but will be allocated Offer Shares on second priority pursuant to the above.

No fractional Offer Shares will be allocated. The Company reserves the right to
round off, reject or reduce any subscription for Offer Shares not validly made
or covered by Subscription Rights and will, in case of over-subscription only
allocate Offer Shares to the extent that Offer Shares are available to cover
such over-subscriptions.

Any Offer Shares that are unsubscribed by the end of the Subscription Period
will be subscribed by the Underwriters in accordance with their Underwriting
Obligations.

The result of the Rights Issue is expected to be published on or about 4 October
2024 in the form of a stock exchange notification from the Company through the
Company's site on NewsWeb and on the Company's webpage
(www.blackseaproperty.no).

Payment, delivery and trading of the Offer Shares:

The payment is expected to be debited on 8 October 2024 (the "Payment Due
Date"). Payment for the allocated Offer Shares must be available on the specific
bank account on the business day prior to the Payment Due Date, i.e. 7 October
2024. The Offer Shares will carry right to dividends as from the date of
registration of the Offer Shares with the NRBE and will be delivered through the
facilities of the VPS on or about 1 November 2024.

The Underwriting

Following expiry of the Subscription Period, any Offer Shares that have not been
subscribed for and allocated in the Rights Issue will be subscribed and paid for
at the Subscription Price by the Underwriters, subject to the terms and
conditions of the Underwriting Agreement entered into between the Company and
the Underwriters dated 28 May 2024. The Underwriters will guarantee subscription
of Offer Shares for an amount of NOK 12,885,956. Any unsubscribed Offer Shares
shall be allocated to each Underwriter based on the pro rata relationship
between the Underwriters' Underwriting Obligations.

As compensation for providing the guarantee, the Underwriters will be entitled
to a guarantee fee of 10% of their underwriting obligation to be settled by
issuance of new shares. The new shares to be issued as underwriting fee will be
issued pursuant to a Board authorization following registration of the share
capital increase pertaining to the Rights Issue.

Other information / Conditions for completion of the Rights Issue:

The completion of the Rights Issue is subject to the following conditions: (i)
that the minimum number of Offer Shares is subscribed (i.e. 107,382,966 Offer
Shares), and (ii) that the minimum subscription amount is fully paid-up. The
subscription of the minimum number of Offer Shares has been fully underwritten
by the Underwriters.

For further information, please contact:

Egil Melkevik, Chairman
Tel: +47 90 77 09 76
E-mail: em@ms-solutions.no

About Black Sea Property AS:

Black Sea Property AS is a real estate company with holdings in a real estate
project on the Black Sea coast called Sunrise River Beach Resort. Sunrise River
Beach Resort is a partially completed project and will upon completion comprise
approximately 950 apartments as well as significant commercial space. Black Sea
Property AS has indirect ownership to the project and will work to finalize
Sunrise River Beach Resort, to realize the project's added value through the
sale of residential units and hotel operations.

More information:
Access the news on Oslo Bors NewsWeb site

628077_Black Sea Property AS - Prospectus dated 16 September 2024 -.pdf