Zwipe AS - Final results of the Rights Issue

23 Dec 2024 16:47 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 announcement published by Zwipe AS (the
"Company") on 6 December 2024, regarding the commencement of the subscription
period in a new issue of units (the "Units"), consisting of shares and warrants,
with preferential rights for existing shareholders raising gross proceeds of
approximately NOK 40 million (the "Rights Issue").

The Company received subscriptions for a total of 85,757,930 Units,
corresponding to approx. 21.6% of the offered Units, during the subscription
period for the Rights Issue.

The allocation of the Units in the Rights Issue has now been completed on the
basis of the allocation criteria resolved by the extraordinary general meeting
of the Company in connection with the approval of the Rights Issue, and as set
out in the prospectus prepared for the Rights Issue dated 4 December 2024 (the
"Prospectus").

The board of directors of the Company has allocated a total of 111,219,745 Units
in the Rights Issue, of which 85,757,930 Units were allocated based on
subscriptions received in the subscription period and the remaining 25,461,815
Units were allocated to the so-called bottom guarantors for the Rights Issue.

Furthermore, the Company had received a so-called top guarantee commitment,
whereby Fenja Capital II A/S (the "Top Guarantor") would partially set-off NOK
5,514,472 of the Company's outstanding convertible loan of NOK 10,514,472 to the
Top Guarantor (the "2023 Convertible Loan"). If the Top Guarantor was allotted
Units amounting to less than NOK 5,514,472 in the Rights Issue, the balance
between the allotted amount and NOK 5,514,472 would be paid back in cash by the
Company, using proceeds from the Rights Issue. The remaining balance of the 2023
Convertible Loan, amounting to NOK 4.0 million, and NOK 200,000 as an
arrangement fee, will be extended for another 12 months in the form of a new
convertible loan amounting to NOK 4.2 million (the "New Convertible Loan"). The
Top Guarantor was allotted Units amounting to NOK 5,514,472.

Through the Rights Issue, the Company's share capital will increase by NOK
16,636,446.50,     through the issuance of 166,364,465 new shares. If all
warrants, issued in the Rights Issue, are exercised to subscribe for shares, the
Company's share capital will increase by an additional NOK 16,636,446.50,
through the issuance of 166,364,465 new shares.

Notifications of allocated Units and the corresponding subscription amount to be
paid by each subscriber not yet having paid for their subscriptions are expected
to be distributed today, on 23 December 2024. Payment for the allocated Units
falls due on 30 December 2024 in accordance with the payment procedures
described in the Prospectus.

The shares and warrants issued in the Rights Issue may not be transferred or
traded before all Units have been fully paid for and the share capital increase
pertaining to the Rights Issue has been registered with the Norwegian Register
of Business Enterprises (Nw. Foretaksregisteret). Subject to timely payment of
the entire subscription amount in the Rights Issue, 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 6 January 2025. Under
the same conditions, allocated Units are expected to be delivered on or about 8
January 2025. Trading in the Offer Shares and Warrants on Euronext Growth Oslo
is expected to commence on or about 8 January 2025.

For further information contact:

Robert Puskaric, CEO of Zwipe

E-mail: ir@zwipe.com

This information 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 18:00 on 23 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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MGE5OWRkYTY0NTQwZjUwOTVmNTcxZDA3YTQyNmVhZGExYjE0YzYzZjVlOWNmNDQ4YzgzNzEwMDk0NWEx
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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 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 (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:
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