Resolved partially underwritten rights issue

20 Nov 2024 22:00 CET

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Norwegian Block Exchange AS: Resolved partially underwritten rights issue

Oslo, Norway, 20 November 2024: Reference is made to the stock exchange
announcement published by Norwegian Block Exchange AS (the "Company") on 18
November 2024, regarding a proposed partially underwritten rights issue of
shares (the "New Shares") with preferential rights for existing shareholders
(the "Rights Issue").

The Board of Directors has today made the necessary resolution regarding the
Rights Issue, including the following:

• The share capital of the Company is resolved increased by minimum NOK
7,407,407 and maximum NOK 13,703,703,6 through the issue of minimum 37,037,037
New Shares and maximum 68,518,518 New Shares, representing a ratio of 0.499978
New Shares per each existing share (assuming issue of the maximum number of New
Shares);

• The subscription price is set at NOK 0.27, based on market soundings among
certain existing shareholders and new investors, as well as market practice for
similar rights issues. The Subscription Price corresponds to a TERP-discount of
approximately 47% compared to the last 10 day average VWAP of the Company and a
40% TERP-discount compared to the closing price as of 18 November 2024.

The Rights Issue has been resolved by the Company’s board of directors, pursuant
to a board authorization granted by the Company's annual general meeting on 13
June 2024.

The Company will call for an extraordinary general meeting ("EGM") to be held
before the end of the subscription period to resolve a share capital decrease
from NOK 0.60 to NOK 0.20 (the "Share Capital Reduction"). The Rights Issue will
be conditional on (i) completion and registration of the Share Capital
Reduction, including approval from the Norwegian Financial Supervisory Authority
(the "Norwegian FSA") of the Share Capital Reduction and (ii) the approval of
share capital increase with contribution in kind by the Norwegian FSA.

The Company will raise between NOK 10 million and NOK 17 million in gross
proceeds in connection with the Rights Issue, including conversion of certain
loans provided to the Company. Please refer to the Company's stock exchange
notice on 18 November 2024 for further information on the underwriting of the
Rights Issue. The net proceeds from the Rights Issue will be used to (i) fund
current operations and accelerate the Company’s business plan & scale-up, and
(ii) strengthen the balance sheet by reducing debt by repayment of existing
shareholder loans.

The holders of the Company's shares as of 20 November 2024, as registered with
the Norwegian Central Securities Depository (the "VPS") as of the expiry of 22
November 2024 (the "Record Date") (the "Existing Shareholders"), will be granted
subscription rights (the "Subscription Rights") that, subject to applicable law,
provide preferential rights to subscribe for and be allocated New Shares in the
Rights Issue.

Each Existing Shareholder will be granted 0.499978 Subscription Rights for every
one (1) existing share registered as held by such Existing Shareholder as of the
Record Date, rounded down to the nearest whole Subscription Right. The
Subscription Rights will be distributed free of charge to the Existing
Shareholders.

Each whole Subscription Right will, subject to applicable law, give the right to
subscribe for and be allocated one (1) New Share. Oversubscription with
Subscription Rights will be allowed, however, there can be no assurance that New
Shares will be allocated for such subscriptions. Subscription without
Subscription Rights will not be allowed.

If the Rights Issue is withdrawn, all subscription rights will lapse without
value, any subscriptions for, and allocations of, New Shares that have been made
will be disregarded and any payments for New Shares made will be returned to the
subscribers without interest or any other compensation. The lapsing of
subscription rights will be without prejudice to the validity of any trades in
subscription rights, and investors will not receive any refund or compensation
in respect of subscription rights purchased in the market.

The full terms and conditions of the Rights Issue will be included in a
prospectus, which will be published prior to the commencement of the
subscription period in the Rights Issue, expected to take place from 25 November
2024 to 9 December 2024 at 16:30 (CET).

Norne Securities AS is acting as manager for the Rights Issue (the "Manager").
Advokatfirmaet Selmer AS is acting as legal counsel to the Company.

This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
For more information, please contact:

Stig Kjos-Mathisen, CEO Norwegian Block Exchange AS
Email: stig.aleksander.kjos-mathisen@nbx.com
Tel: +47 93 28 75 72

About Norwegian Block Exchange (NBX)
NBX is a financial services company building products and services based on
digital assets. NBX has an E-money license, is registered with the Norwegian
Financial Supervisory Authority, and is listed on Oslo Stock Exchange Euronext
Growth. NBX issued the first and only credit card with Bitcoin cashback
globally.

***

IMPORTANT INFORMATION
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by
means of the Prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the "Prospectus Regulation"). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company's registered office and,
subject to certain exceptions, on the website of the Manager.

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.

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.

This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.

The Manager is acting for the Company in connection with the Rights Issue and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. Neither the Manager nor any of its respective
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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Manager nor any of its
respective affiliates accepts any liability arising from the use of this
announcement.

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