Zwipe rights issue is covered by subscription and guarantee commitments of up to at least 41.9 percent and enters into agreement to extend outstanding convertible loan by 12 months

03 Dec 2024 08:00 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.

OSLO, NORWAY - 3 DECEMBER 2024 - Reference is made to the stock exchange
announcement published by Zwipe AS (the "Company") on 7 November 2024, in which
the Company announced that its board of directors had resolved to propose that
the Company carries out a new issue of units, each consisting of one share and
one warrant, with preferential rights for existing shareholders with gross
proceeds of up to NOK 39.7 million (the "Rights Issue").

The Board of Directors has received subscription and guarantee commitments from
certain existing shareholders and external investors. Thus, the Rights Issue is
covered by subscription and guarantee commitments up to at least 41.9 percent,
equal to NOK 16.6 million.

Subscription and Guarantee Commitments

The Company has received subscription commitments from Board members Jörgen
Lantto and Dennis Jones, amounting to approximately 4.5 percent of the Rights
Issue.

To the extent the Rights Issue is not fully subscribed, a consortium of
guarantors, including board member David Chew, has agreed to subscribe and pay
for units in the Rights Issue up to an aggregate subscription rate corresponding
of 28 percent of the Rights Issue (the "Bottom Guarantee Commitments"). The
consortium providing the Bottom Guarantee Commitments will receive a 15 percent
underwriting fee.

In addition, the Company and Fenja Capital (the "Top Guarantor") has agreed that
the Top Guarantor shall subscribe and pay for units in the Rights Issue up to
13.9 percent of the Rights Issue (the "Top Guarantee Commitment"). The Top
Guarantor will receive an 8 percent underwriting fee.

Further information about the subscription commitments, the Bottom Guarantee
Commitments and the Top Guarantee Commitment will be provided in the prospectus,
to be approved by the Swedish Financial Supervisory Authority on or about 5
December 2024.

Convertible Loan and Use of Proceeds

The Top Guarantee Commitment will be fulfilled through the partial set-off of
NOK 5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472
(the "2023 Convertible Loan"). If the Top Guarantor is allotted units amounting
to less than NOK 5,514,472, the balance between the allotted amount and NOK
5,514,472 shall be paid back in cash by the Company to the Top Guarantor, using
proceeds from the Rights Issue. The accrued interest under the 2023 Convertible
Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, will be set-off
against the Top Guarantor's commitment under the Bottom Guarantee Commitments.

To accommodate the Top Guarantee Commitment, the use of proceeds outlined in the
Company's announcement on 7 November 2024 has been revised.

The remaining balance of the 2023 Convertible Loan, amounting to NOK 4.0
million, will be extended for another 12 months in the form of a new convertible
loan (the "New Convertible Loan"). This arrangement ensures the full settlement
of the 2023 Convertible Loan. The New Convertible Loan will carry an annual
interest rate of STIBOR + 10 percent.

The issuance of the New Convertible Loan is contingent on the approval of a
board authorization at the extraordinary general meeting ("EGM") scheduled for 3
December 2024, or alternatively, the approval at a subsequent EGM that either
authorizes the Company's board of directors to issue the New Convertible Loan or
directly resolves to issue the New Convertible Loan. As consideration for the
Top Guarantor agreeing to subscribe for the New Convertible Loan, the Top
Guarantor shall receive a fee of NOK 200,000 from the Company (the "Arrangement
Fee"). The Arrangement Fee shall be added to the total nominal amount of the New
Convertible Loan and not be paid in cash, which means that the total nominal
amount of the New Convertible Loan shall amount to a total of NOK 4,200,000.

The Company has also issued 60,000,000 contractual stock options to the Top
Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31
December 2026 and each Stock Option entitles to subscribe to one (1) new share
in Zwipe at a price of 70 percent of VWAP during the ten trading days that
immediately precede every third month-end, starting in April 2025, however no
lower than the quota value of the Company's share and not higher than 150
percent of the subscription price in the Rights Issue. The Stock Options can be
exercised on 30 April 2025 at the earliest.

The issuance of shares upon exercise of the Share Options is contingent upon
either a resolution by the Company's general meeting to issue the corresponding
shares in accordance with the Norwegian Private Limited Liability Companies Act,
or the Company's board of directors issuing the shares pursuant to an
authorization granted under the Norwegian Private Limited Liability Companies
Act.

Changes to item 5 of the EGM notice

The Bottom Guarantee Commitments and Top Guarantee Commitment necessitate
changes to resolution 5 proposed for the EGM on 3 December 2024. As these
changes do not affect shareholders' preferential rights under Section 10-4 of
the Norwegian Private Limited Liability Companies Act, the Company's board of
directors has determined that these amendments are in the best interests of the
Company and its shareholders. An updated proposal for item 5 in the notice for
the EGM will be distributed prior to the meeting.

Robert Puskaric, CEO of Zwipe comments:

"We are very grateful for the continued support from existing shareholders and
new investors. By securing part of the rights issue, the management team can
focus on developing Zwipe further and continuing our sales efforts."

Advisor
Zwipe has engaged Bergs Securities AB and Advokatfirmaet Schjødt AS as financial
and legal advisors respectively in connection with the Rights Issue.
For further information contact:

Robert Puskaric, CEO of Zwipe

E-mail: ir@zwipe.com

This information is subject to the disclosure requirements in the Market Abuse
Regulation (EU 596/2014) and the Norwegian Securities Trading Act section 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 08:00 on 3 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__
_
.YzJlOnNjaGpkdGFzOmM6bzo0NzU2YzFmMjhmYjFlN2NmYTI0MDM5MGMzZWQ3NTMzMTo2OjlmNmE6NDc
2
ZWQyNWVhNGEyZjNkMDRlOTFiYmZiYjM1NmQ2ZWIwNjkzOTMwZjNiZjgzNmZhYTNhY2ZmYzJjMDE3NDQ4
Z
jpwOlQ6Tg)

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 will be prepared by the
Company and published on the Company's website after the prospectus has been
reviewed and approved by the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen).

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 (the
"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

633696_20241203_Zwipes_rights_issue_secured.pdf