Norwegian Block Exchange AS: Registration of national prospectus for the preferential Rights Issue

22 Nov 2024 16:00 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.

Oslo, Norway, 22 November 2024: Reference is made to the stock exchange
announcement by Norwegian Block Exchange AS (the "Company") on 20 November 2024
regarding the approval by the Company's board of directors of a partially
underwritten rights issue of between 37,037,037 and 68,518,518 shares in the
Company (the "Offer Shares") to raise gross proceeds of up to NOK 17 million
(the "Rights Issue").

The Company has prepared a national prospectus (the "Prospectus") for the Rights
Issue, which was registered with the Norwegian Register of Business (Norwegian:
Foretaksregisteret) today, in accordance with section 7-8 of the Norwegian
Securities Trading Act. Neither the Norwegian Financial Supervisory Authority
(Norwegian: Finanstilsynet) nor any other public authority has carried out any
form of review, control, or approval of the Prospectus. The Prospectus does not
constitute an EEA prospectus.

Subject to local applicable securities laws, the Prospectus will be made
available from the website of the Company (www.nbx.com) and at the website of
Norne Securities AS (www.norne.no/NBX) prior to the commencement of the
subscription period in the Rights Issue. The subscription period for the Rights
Issue will commence on 25 November 2024 at 09:00 hours (CET) and expire on 9
December 2024 at 16:30 hours (CET). The subscription rights in the Rights Issue
will be tradable on the Euronext Growth Oslo under the ticker code "NBXT" from
25 November 2024 at 09:00 hours (CET) until 3 December 2024 at 16:30 hours
(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.

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.

This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Growth Oslo and section
5-12 of the Norwegian Securities Trading Act.

– 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 its 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, and each of the Company, the Manager and its
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise. This announcement is made by
and is the responsibility of the Company. Neither the Manager nor any of its
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
affiliates accepts any liability arising from the use of this announcement.

More information:
Access the news on Oslo Bors NewsWeb site

633018_NBX - Prospekt - 22. november 2024.pdf