Zwipe AS - Issuance of New Convertible Loan

23 Dec 2024 17:05 CET

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INDIRECTLY, IN OR INTO AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW
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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
("Zwipe" or the "Company") on 23 December 2024, regarding the final allocation
of the rights issue of units, consisting of shares and warrants (the "Units"),
with preferential rights for existing shareholders raising gross proceeds of
approximately NOK 40 million (the "Rights Issue"). In said announcement, it was
stated that the Company received subscriptions for a total of 85,757,930 Units,
corresponding to approx. 21.6% of the Units offered, during the subscription
period for the Rights Issue.

Approximately NOK 8.6 million of the Rights Issue was guaranteed through
subscription commitments and so-called bottom guarantee commitments (the "Bottom
Guarantee Commitments"). Furthermore, the Company had received a so-called top
guarantee commitment of an amount corresponding to approximately NOK 5,514,472
million (the "Top Guarantee Commitment").

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"). In addition, the accrued interest under the 2023
Convertible Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, has
been set-off against Fenja Capital II A/S (the "Top Guarantor") commitment under
the Bottom Guarantee Commitments.

The remaining balance of the 2023 Convertible Loan, in addition to an
arrangement fee of NOK 200,000, in total NOK 4,200,000, will be extended in the
form of a new convertible loan (the "New Convertible Loan"). Accordingly, the
Board of Directors of the Company has today, 23 December 2024, resolved, based
on the authorization from the Extraordinary General Meeting on 3 December 2024,
on the issuance of the New Convertible Loan to the Top Guarantor. Further, the
Top Guarantor has subscribed for and been allotted the New Convertible Loan.

The New Convertible Loan is due on 30 November 2025 (the "Maturity Date"). The
New Convertible Loan shall accrue at an annual interest rate of STIBOR 3M, where
STIBOR is set at minimum 3.00% over the duration, (the "Interest Rate
Benchmark") plus an interest margin of 10.00%, (the "Interest Margin") from the
day the Top Guarantor pays for the New Convertible Loan until the New
Convertible Loan is repaid to the Top Guarantor's account or converted (the
"Interest").

The Interest shall become due at the end of each calendar quarter and shall be
paid out by the Company quarterly on the last day of the quarter or if this date
is not a banking day, on the banking day immediately after such date.

The Top Guarantor shall have the right, but no obligation, to convert the
Convertible Loan into shares in the Company on the terms set out below. Each
request for Conversion by the Top Guarantor must always be for an aggregate
nominal amount of at least NOK 1,000,000.

The subscription price per share upon conversion of the New Convertible Loan
shall be NOK 0.12 per share. However, this subscription price may be subject to
adjustment in certain circumstances, such as if the Company undertakes a bonus
issue; reverse share split, share split; new share issue under Chapter 10 of the
Norwegian Private Limited Liability Companies Act (the "Companies Act"); future
rights issue pursuant to Chapter 10 of the Companies Act; an offer to
shareholders to purchase securities or other rights, or resolves to distribute
securities or rights without consideration; liquidation, merger, de-merger, or
bankruptcy; or if any of these actions result in an inequitable financial
outcome for the Top Guarantor.

Upon full conversion of the New Convertible Loan, the share capital will
increase by approximately NOK 3,500,000 through the issuance of 35,000,000 new
shares, implying a maximum dilution of approximately 11.6 percent for existing
shareholders (calculated on the total number of shares in the Company after the
Rights Issue).

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 18:20 CET 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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