Norwegian Block Exchange AS: Commencement of the subscription period for the Rights Issue and start of trading in subscription rights

25 Nov 2024 07:00 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, 25 November 2024: Reference is made to the previous stock exchange
announcements from Norwegian Block Exchange AS (the "Company") regarding the
partially underwritten rights issue of between 37,037,037 and 68,518,518 new
shares in the Company (the "Offer Shares") at a subscription price of NOK 0.27
per Offer Share (the "Subscription Price"), raising gross proceeds of up to NOK
17 million (the "Rights Issue").

The subscription period for the Rights Issue will commence today.

Norne Securities AS is acting as manager in the Rights Issue (the "Manager").

Allocation of Subscription Rights:

The shareholders of the Company as of 20 November 2024 (and being registered as
such in Euronext Securities Oslo, the Norwegian Central Securities Depository,
(the "VPS") as at the expiry of 22 November 2024 pursuant to the two days'
settlement procedure of VPS (the "Record Date")) (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.

The Existing Shareholders have been granted 0.499978 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 Right will, subject to applicable law, give the
right to subscribe for, and be allocated, one Offer Share at the Subscription
Price. Over-subscription with subscription rights and subscriptions from the
Underwriters (as defined below) are allowed. The preferential right to
oversubscribe is deviated from in the Rights Issue, and in the case of
oversubscription, the Underwriters are given preferential rights. The allocation
criteria otherwise adhere to the principles set forth in applicable law, and the
complete allocation criteria are detailed in section 6.11 of the Prospectus (as
defined below). Subscription without Subscription Rights is not allowed.

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. See Section 6.23 in the Prospectus (as defined below)
for a further description of restrictions and prohibitions.

The terms and conditions for the Subscription Rights are set out in a national
prospectus prepared by the Company (the "Prospectus"). The Prospectus is
available at the websites of the Company (www.nbx.com) and the Manager
(www.norne.no/NBX). The Prospectus is a national prospectus (Nw. nasjonalt
prospekt) and neither the Financial Supervisory Authority of Norway (Nw.
Finanstilsynet) nor any other public authority has carried out any form of
review, control or approval of the Prospectus.

Subscription period:

The subscription period commences on 25 November 2024 at 09:00 hours (CET) and
expires on 9 December 2024 at 16:30 hours (CET) (the "Subscription Period").

Subscription Rights:

The Subscription Rights will be tradable on Euronext Growth Oslo under the
ticker code "NBXT" under ISIN NO 0013411157 from 25 November 2024 at 09:00 hours
(CET) until 3 December 2024 at 16:30 hours (CET). The Subscription Rights will
hence only be tradable during a part of the Subscription Period.

Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 9 December 2024 at 16:30 (CET) or not sold
before 16:30 (CET) on 3 December 2024 will have no value and will lapse without
compensation to the holder.

The Subscription Rights are expected to have an economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.
Existing Shareholders who do not use their Subscription Rights will experience a
dilution of their shareholding in the Company.

Subscription procedure:

In order to subscribe for Offer Shares, investors holding Subscription Rights
need to complete the subscription form attached to the Prospectus as Appendix B
(the "Subscription Form") and correctly submit it to the Manager at the address
or email address set out in the Prospectus during the Subscription Period, no
later than 16:30 hours (CET) on 9 December 2024.

Subscribers who are Norwegian residents with a Norwegian personal identification
number who wish to subscribe for Offer Shares are encouraged to do so through
the VPS online subscription system (or by following the link on
www.norne.no/NBX, which will redirect the subscriber to the VPS online
subscription system).

Conditions for completion of the Rights Issue:

The completion of the Rights Issue is subject to the underwriting agreements
dated 18 November 2024 (the "Underwriting Agreements") remaining in full force
and effect if required in order to raise the gross proceeds (please see below
for a description of the underwriting and the Underwriting Agreements, including
the conditions and termination rights therein).

In addition, the completion of the Rights issue is also dependent on i) the
approval of share capital increase with contribution in kind by the Norwegian
Financial Supervisory Authority, as described in section 6.19 of the Prospectus,
and ii) approval of by the Norwegian Financial Supervisory Authority of a share
capital reduction from NOK 0.6 to 0.2, as proposed to the general meeting to be
held on the 6 December (the beforementioned is referred to as the "Conditions").


If it becomes clear that the conditions mentioned above will not be fulfilled,
the Rights Issue will be withdrawn.

Further, the Rights Issue may be withdrawn, or the completion of the Rights
issued may be delayed, if the aggregate minimum subscription amount for the
Offer Shares is not received by the Company on time or at all.

If the Rights Issue is withdrawn, all Subscription Rights will lapse without
value, any subscriptions for, and allocations of, Offer Shares that have been
made will be disregarded and any payments for Offer 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 underwriting:

Certain existing shareholders and an external investor (jointly, the
"Underwriters") have, pursuant to, and subject to, the terms and conditions of
the Underwriting Agreements, underwritten in aggregate NOK 10 million of the
Rights Issue (the "Total Underwriting Obligation"), subject to allocation
between the Underwriters.

Certain existing shareholders and external investors, including Observatoriet
Invest AS (a close associate to board member Bjørn Kjos), NYE KM Aviatrix AS (a
close associate to board member Anna Helene Kjos-Mathisen) and Play Capital (a
close associate to board member Rony Solaiman) have underwritten at total of NOK
10 million of the Rights Issue (the "Bottom Guarantee"), including a conversion
of an existing bridge loan provided to the Company in the amount of NOK 1
million. The Underwriters will receive a compensation of 15% of their
underwritten amount under the Bottom Guarantee, payable in kind by issuance of
new shares in the Company at the subscription price in the Rights Issue.

In addition to the Bottom Guarantee, the existing shareholders Observatoriet
Invest AS and Vegard Kristiansen have committed to subscribe for a total of NOK
7 million of the Rights Issue (the "Top Guarantee"), for the purpose of settling
outstanding debt in the form of convertible loans and/or shareholder loans in
the case that the Rights Issue is not fully subscribed. The underwriting
obligation under the Top Guarantee will be settled by way of conversion of
existing loans provided by the Top Guarantee underwriters to the Company and
subject to any required approval by the Norwegian Financial Supervisory
Authority of increase in ownership. The Top Guarantee underwriters will not
receive any fee or compensation for this additional commitment. Other lenders in
the Company`s outstanding convertible loan will be offered to settle their debt
in the Rights Issue to the extent the Rights Issue is not fully subscribed.

Financial intermediaries:

If an Existing Shareholder holds shares in the Company registered through a
financial intermediary on the Record Date, the financial intermediary will
customarily give the Existing Shareholder details of the aggregate number of
Subscription Rights to which it will be entitled. The relevant financial
intermediary will customarily supply each Existing Shareholder with this
information in accordance with its usual customer relations procedures. Existing
Shareholders holding their shares in the Company through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Rights Issue.

Subject to applicable law, Existing Shareholders holding Shares through a
financial intermediary may instruct the financial intermediary to sell some or
all of their Subscription Rights, or to purchase additional Subscription Rights
on their behalf. See Section 6.23 "Selling and transfer restrictions" in the
Prospectus for a description of certain restrictions and prohibitions applicable
to the sale and purchase of Subscription Rights in certain jurisdictions outside
Norway.

Existing Shareholders who hold their Shares through a financial intermediary and
who are Ineligible Shareholders (as defined in the Prospectus) will not be
entitled to exercise their Subscription Rights but may, subject to applicable
law, instruct their financial intermediary to sell their Subscription Rights
transferred to the financial intermediary.

Listing and commencement of trading in the Offer Shares:

Subject to timely payment of the minimum subscription amount in the Rights Issue
and satisfaction of the Conditions and approval by the Norwegian Financial
Supervisory Authority of the share capital decrease which is expected to be
approved by the general meeting to be held on 6 December, the Company expects
that the share capital increase pertaining to the Rights Issue will be
registered with the Norwegian Register of Business Enterprises on or about 17
January 2025 and that the Offer Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated on or about 17 January 2025. The
Offer Shares are expected to be tradable on Euronext Growth Oslo from and
including 17 January 2025.

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

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.

About Norwegian Block Exchange AS (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 NFORMATION –

Any offering of the securities referred to in this announcement will be made by
means of the Prospectus which has been registered with the Norwegian Register of
Business Enterprises. Neither the Financial Supervisory Authority of Norway 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.

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.

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