Zwipe AS - Commencement of Exercise Period for Warrants issued in the 2023 Rights Issue

01 Dec 2024 23:00 CET

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW
ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS.
SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.

Reference is made to the stock exchange announcements published by Zwipe AS (the
"Company") on 14 December 2023, regarding the final results of a rights issue of
units, each consisting of one new share in the Company, each with a nominal
value of NOK 0.10 and one warrant of series T01 (the "Warrants"), with
preferential rights for existing shareholders raising gross proceeds of
approximately NOK 35.0 million (the "2023 Rights Issue"). Reference is further
made to the stock exchange announcement made by the Company on 3 January 2024
regarding information about the Warrants.

The 2023 Rights Issue resulted in the issuance of 64,823,988 Warrants, of which
40,889,612 Warrants were allocated to subscribers in the Rights Issue and
13,480,092 Warrants were allocated to the top guarantor in connection with the
issuance of a convertible loan, that constituted the top guarantee commitment
under the 2023 Rights Issue (the "2023 Convertible Loan").

Two (2) Warrants entitle to the subscription of one (1) new share in the Company
in the period commencing today, 2 December 2024 and ending on 13 December 2024
(the "Exercise Period").

The subscription price upon exercise of the Warrants shall for subscription of
one share in the Company be 70% of the ten-day VWAP (Volume Weighted Average
Price) of the Company's shares on Euronext Growth Oslo the last ten (10) trading
days prior to commencement of the Exercise Period, but never lower than NOK 0.10
per share and never higher than 1.20 per share. Based on this, the subscription
price has been set at NOK 0.11 per new share.

If all Warrants are exercised, the Company could raise an amount of NOK
3,565,319.34. Holders of Warrants may either sell their Warrants or use them to
subscribe for shares in the Company, in both cases within the deadlines stated
above. If the Warrants are not sold or exercised within the respective
deadlines, the Warrants will lapse with no compensation to the holders. For more
information pertaining to the Warrants, please see the prospectus prepared in
connection with the 2023 Rights Issue, which is available on the Company's
website www.zwipe.com and on the Swedish Financial Supervisory Authority's
website,
www.fi.se (https://protect.checkpoint.com/v2/___http:/www.fi.se___.YzJlOnNjaGpkd
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For further information contact:

Robert Puskaric, CEO of Zwipe

E-mail: ir@zwipe.com

This information is subject to the disclosure requirements in Section 5-12 of
the Norwegian Securities Trading Act 5-12 and is information that Zwipe AS is
obligated to make public pursuant to the
continuing obligations of companies admitted to trading on Euronext Growth Oslo
(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth
Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.
The information was submitted for publication, through the agency of the contact
person set out below, at 23.00 CET, 1 December 2024.

About Zwipe

Zwipe believes the inherent uniqueness of every person is the key to a safer
future. We work with great passion across networks of international
organizations, industries and cultures to make convenience safe and secure. We
are pioneering next-generation biometric card and wearables technology for
payment and physical & logical access control and identification solutions. We
promise our customers and partners deep insight and frictionless solutions,
ensuring a seamless user experience with our innovative biometric products and
services. Zwipe is headquartered in Oslo, Norway, with a global presence.

To learn more, visit
http://www.zwipe.com (https://protect.checkpoint.com/v2/___http:/www.zwipe.com__
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Important information

Publication, release or distribution of this press release may in certain
jurisdictions be subject to legal restrictions and persons in the jurisdictions
where this press release has been made public or distributed should be informed
of and follow such legal restrictions. The recipient of this press release is
responsible for using this press release and the information herein in
accordance with applicable rules in each jurisdiction. This press release does
not constitute an offer or solicitation to buy or subscribe for any securities
in Zwipe in any jurisdiction, either from Zwipe or from anyone else.

This press release is not a prospectus according to the definition in Regulation
(EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any
regulatory authority in any jurisdiction. A prospectus regarding the 2023 Rights
Issue described in this press release has been registered with the Swedish
Financial Supervisory Authority and is kept available at, inter alia, Zwipe's
website.

This press release does not constitute an offer or solicitation to buy or
subscribe for securities in the United States. The securities mentioned herein
may not be sold in the United States without registration, or without an
exemption from registration, under the U.S. Securities Act from 1933
("Securities Act"), and may not be offered or sold within the United States
without being registered, covered by an exemption from, or part of a transaction
that is not subject to the registration requirements according to the Securities
Act. There is no intention to register any securities mentioned herein in the
United States or to issue a public offering of such securities in the United
States. The information in this press release may not be released, published,
copied, reproduced or distributed, directly or indirectly, wholly or in part, in
or to Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia,
Switzerland, Singapore, South Africa, the United States or any other
jurisdiction where the release, publication or distribution of this information
would violate current rules or where such an action is subject to legal
restrictions or would require additional registration or other measures beyond
those that follow from Swedish and Norwegian law. Actions in contravention of
this instruction may constitute a violation of applicable securities
legislation.

Offers to the public will be permitted in Sweden and Norway from and including
the date of approval of the prospectus by the competent authority in Sweden and
the competent authority in Norway has been notified in accordance with the
Prospectus Regulation, through to and including the end of the subscription
period in the Rights Issue.

Forward-looking statements

This press release contains forward-looking statements related to the Company's
intentions, estimates or expectations with regard to the Company's future
results, financial position, liquidity, development, outlook, estimated growth,
strategies and opportunities as well as the markets in which the Company is
active. Forward-looking statements are statements that do not refer to
historical facts and can be identified by the use of terms such as "believes,"
"expects," "anticipates," "intends," "estimates," "will," "may," "implies,"
"should," "could" and, in each case, their negative, or comparable terminology.
The forward-looking statements in this press release are based on various
assumptions, which in several cases are based on further assumptions. Although
the Company believes that the assumptions reflected in these forward-looking
statements are reasonable, there is no guarantee that they will occur or that
they are correct. Since these assumptions are based on assumptions or estimates
and involve risks and uncertainties, actual results or outcomes, for many
different reasons, may differ materially from those what is stated in the
forward-looking statements. Due to such risks, uncertainties, eventualities and
other significant factors, actual events may differ materially from the
expectations that expressly or implicitly are contained in this press release
through the forward-looking statements. The Company does not guarantee that the
assumptions which serve as a basis for the forward-looking statements in this
press release are correct, and each reader of the press release should not rely
on the forward-looking statements in this press release. The information,
opinions and forward-looking statements that expressly or implicitly are stated
herein are provided only as of the date of this press release and may change.
Neither the Company nor any other party will review, update, confirm or publicly
announce any revision of any forward-looking statement to reflect events that
occur or circumstances that arise with respect to the contents of this press
release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First
North Growth Market's rules for issuers.

More information:
Access the news on Oslo Bors NewsWeb site

633589_Zwipe_Commencement_of_Exercise_Period_in_warrants.pdf