ANNOUNCEMENT OF TERMS FOR THE PARTIALLY UNDERWRITTEN RIGHTS ISSUE THROUGH THE APPROVAL AND PUBLICATION OF THE RELATING PROSPECTUS

06 May 2025 13:00 CEST

Oslo, 6 May 2025: Reference is made to the stock exchange announcement published
by Lokotech Group AS (the "Company") on 30 April 2025 regarding the approval by
the Company's extra ordinary general meeting (the "EGM") of the partially
underwritten rights issue of between 374,925,009 and 599,880,023 new shares in
the Company (the "Offer Shares") at a subscription price of NOK 0.3334 per Offer
Share (the "Subscription Price") to raise gross proceeds of up to NOK 200
million (the "Rights Issue"), of which an underwriting consortium has agreed to
underwrite subscription of Offer Shares for gross proceeds of approx. NOK 125
million. Existing Shareholders (as defined below) have been granted 3.173987
tradeable subscription rights (the “Subscription Rights”) for each existing
share in the Company registered as held by such Existing Shareholder as of the
Record Date (as defined below), rounded down to the nearest whole Subscription
Right. In addition, the subscribers in the Rights Issue will be allocated
0.131506 warrants for every one (1) Offer Share allocated to and paid for by
them in the Rights Issue rounded down to the nearest whole warrant (the
"Warrants").

Pareto Securities AS and SpareBank 1 Markets AS are acting as managers in
connection with the Rights Issue (collectively, the "Managers"). Advokatfirmaet
Arntzen AS is acting as legal counsel to the Company and Advokatfirmaet BAHR AS
is acting as legal advisor to the Managers.

The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) has today, 6
May 2025, approved a prospectus prepared by the Company in connection with the
Rights Issue (the "Prospectus"). Subject to local applicable securities laws,
the Prospectus, including the subscription form for the Rights Issue, will be
made available at the websites of Pareto Securities AS at
www.paretosec.com/transaction and SpareBank 1 Markets AS at
www.sb1markets.no/transaksjoner, prior to the commencement of the subscription
period in the Rights Issue. Printed copies of the Prospectus may be obtained
free of charge by contacting Pareto Securities AS (Tel: +47 22 87 87 00) or
SpareBank 1 Markets AS (Tel: +47 24 14 74 70).

Subscription Period:
The subscription period for the Rights Issue is expected to take place from 7
May 2025 at 09:00 (CEST) to 21 May 2025 at 16:30 (CEST) (the "Subscription
Period"). The Subscription Rights in the Rights Issue will be tradable on
Euronext Growth Oslo under the ticker code "LOKOT" from 7 May 2025 at 09:00
(CEST) until 15 May 2025 at 16:30 (CEST).

Use of Proceeds:

The net proceeds to the Company from the approx. NOK 125 million underwritten
portion of the Rights Issue will be used to secure the tape-out and enable mass
production of the Company's proprietary Scrypt ASIC Miner. This includes the NOK
equivalent of (i) approx. USD 7.2 million for the mask set and associated
non-recurring engineering for production equipment, (ii) approx. USD 2.2 million
for engineering and production wafers, and (iii) approx. USD 1.8 million for
general corporate purposes and transaction costs (final amounts and allocation
depending on the final results in the Rights Issue). If the Company receives
valid subscriptions for more than the underwritten portion of the Rights Issue,
the additional net proceeds will mainly be used to increase the production batch
of the Company's proprietary Scrypt ASIC Miner.

Subscription Rights:
The shareholders of the Company as of 2 May 2025 (and being registered as such
in Euronext Securities Oslo, the Norwegian Central Securities Depository (the
"VPS") as at the expiry of 6 May 2025 pursuant to the two days' settlement
procedure of the VPS (the "Record Date", and such shareholders, the "Existing
Shareholders")), have been granted tradable 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 3.173987 Subscription Rights for
each existing share in the Company registered as held by such Existing
Shareholder as of the Record Date, rounded down to the nearest whole
Subscription Right. Each Subscription Right will, subject to applicable law,
give the right to subscribe for, and be allocated, one (1) Offer Share in the
Rights Issue. Over-subscription with Subscription Rights is allowed.
Subscription without Subscription Rights is not permitted (other than by the
Underwriters, as defined below).

The Subscription Rights will be tradable on Euronext Growth Oslo under the
ticker code "LOKOT" from 7 May 2025 at 09:00 (CEST) until 15 May 2025 at 16:30
(CEST). The Subscription Rights will hence only be tradable during a part of the
Subscription Period.

Primary insiders of the Company and their close associates (collectively owning
approx. 39.14% of the Company) have agreed to not sell their Subscription Rights
in the Rights Issue. However, the Managers may facilitate a sale of a portion of
their Subscription Rights that they do not exercise in a structured off-market
transaction at or above the current market price for the Subscription Rights,
provided that any sales proceeds from the sale of such Subscription Rights must
be used to subscribe for Shares in the Rights Issue. Consequently, approx.
39.14% of the Subscription Rights listed under the ticker LOKOT will not be part
of the free float of the Subscription Rights.

Being granted or purchasing Subscription Rights does not in itself constitute a
subscription for Offer Shares which must be done in accordance with the
procedure set out in this press release and further detailed in the Prospectus.

Subscription Rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period on 21 May 2025 at 16:30 (CEST) or not sold
before 16:30 (CEST) on 15 May 2025, will have no value and will lapse without
compensation to the holder upon expiry of the Subscription Period.

The Subscription Rights are expected to have an economic value if the Company's
shares trade above the Subscription Price during the Subscription Period.

The subscribers in the Rights Issue will for every one (1) Offer Share allocated
to and paid by them in the Rights Issue, be allocated 0.131506 Warrants, rounded
down to the nearest whole Warrant. Each Warrant will give the holder a right to
subscribe for one new share in the Company at a strike price described below.

Assuming that all of the Offer Shares offered as part of the Rights Issue are
validly subscribed for and allocated, a total of 78,887,887 exercisable Warrants
will be issued as part of the Rights Issue. The maximum number of exercisable
Warrants issued equals approx. 10% of the total outstanding shares in the
Company following completion and settlement of the Rights Issue.

The Warrants may only be exercised from 1 April 2026 to 15 April 2026
(post-annual report 2025).

The Company shall use reasonable efforts to seek to ensure that the Warrants
subscribed and allocated as part of the Rights Issue are admitted to trading on
a relevant trading venue as soon as possible following completion of the Rights
Issue, but there can be no assurance that such admittance to trading will be
obtained.

The Warrants may be exercised at a strike price equal to the greater of (a) a
35% discount to the volume-weighted average price of the Company's shares on the
last three trading days prior to the first date on which the warrant holders can
exercise the Warrants, and (b) NOK 0.5130 (equal to the TERP in the Rights
Issue).

No payment shall be made for the Warrants.

The Warrants are expected to have an economic value if the Company's shares
trade above the strike price for the Warrants during the exercise period.

Any Warrants not exercised before 16:30 (CEST) on 15 April 2026 will have no
value and will lapse without compensation to the holder.

Subscription Price for Offer Shares:
NOK 0.3334 per Offer Share.

The Subscription Price equals the theoretical ex rights price for the Company’s
shares (TERP) in the Rights Issue less a discount of 35% rounded down to four
(4) decimal places.

The TERP was calculated by: (i) adding, (a) the total market value of the
Company's Shares, as determined by the volume-weighted average price of the
Company’s shares on Euronext Growth Oslo over the last three (3) trading days
that ended at the date of the EGM (NOK 1.0828 per share in the Company), to (b)
the aggregate Subscription Price for all Offer Shares (approx. NOK 200 million),
and (ii) dividing the aggregate value in (i) with the total number of shares in
the Company outstanding after the Rights Issue assuming all Offer Shares in the
Rights Issue are issued (i.e. approx. NOK 200 million proceeds raised). The TERP
in the Rights Issue ended up being approx. NOK 0.5130 per share in the Company.

Subscription Procedure:
Subscriptions for Offer Shares by Existing Shareholders and other eligible
subscribers holding a VPS account must be made (i) by submitting a correctly
completed subscription form, attached to the Prospectus as Appendix B (the
"Subscription Form") to one of the Managers during the Subscription Period, or,
may, (ii) for subscribers who are residents of Norway with a national identity
number, be made online through the VPS online subscription system. Subscriptions
by Existing Shareholders and other eligible subscribers who do not have a VPS
account, but instead hold shares (and Subscription Rights) through a financial
intermediary (i.e. broker, custodian, nominee, etc.) can be made by contacting
their respective financial intermediary as further described in Section 5.12
"Financial intermediaries" in the Prospectus.

Correctly completed Subscription Forms must be received by one of the Managers
at the address or e-mail address set out in the Prospectus, or in the case of
online subscriptions through the VPS online subscription system be registered,
no later than 16:30 (CEST) on 21 May 2025.

Subscribers who are residents of Norway with a Norwegian national identity
number are encouraged to subscribe for Offer Shares through the VPS online
subscription system (or by visiting the Managers' respective websites:
www.paretosec.com/transactions or www.sb1markets.no/transaksjoner, which will
include a link to the VPS online subscription system.

Selling and Transfer Restrictions

The grant or purchase of Subscription Rights and the subscription of Offer
Shares and Warrants 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, Subscription Rights or Warrants 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. For a further description
of such restrictions, reference is made to the introductory part on page ii-iii
and Section 13 "Selling and Transfer Restrictions" in the Prospectus.

The Underwriting:

A consortium comprising of certain primary insiders in the Company, Existing
Shareholders and new investors (jointly, the "Underwriters") has, pursuant to,
and subject to, the terms and conditions of the underwriting agreements entered
into between each of the Underwriters, the Company and the Managers,
underwritten in aggregate NOK 125 million of the Rights Issue (the "Total
Underwriting Obligation"). The Underwriters are entitled to an underwriting
commission of 12% of their respective underwriting obligations, which shall be
settled by an equal split (50/50) between (i) cash payment (6%) and (ii)
delivery of newly issued shares in the Company (6%), each issued at the
Subscription Price. The Underwriters that are primary insiders have also
pre-committed to subscribe for Offer Shares in the Rights Issue, in an amount
equal to their respective underwriting commitment, totalling NOK 4.125 million.
Any Offer Shares subscribed in the Rights Issue will reduce the underwriting
commitment of the Underwriters but not pre-commitments to subscribe for Offer
Shares from Existing Shareholders, as described below.

The Underwriters comprise of the following:

- Prozium AS (a company closely associated with the CTO of the Company,
Christian Rustad) has underwritten and pre-committed to subscribe for Offer
Shares in the amount of NOK 100,000
- Infigent AS (a company associated with CEO Ola Stene Johansen) has
underwritten and pre-committed to subscribe for Offer Shares in the amount of
NOK 3,000,000.
- Black Monday Holding AS, a company owned and controlled by the chairman of the
board of directors of the Company, Yngve Bolstad Johansen, has underwritten and
pre-committed to subscribe for Offer Shares in the amount of NOK 500,000.
- Ruben Gómez Morales, CEO of PowerPool SL, has underwritten and pre-committed
to subscribe for Offer Shares in the amount of NOK 100,000.
- Susheel Raj Nuguru, board member, has underwritten and pre-committed to
subscribe for Offer Shares in the amount of NOK 50,000.
- Sator AS, a company owned and controlled by board member Henrik Danielsen, has
underwritten and pre-committed to subscribe for Offer Shares in the amount of
NOK 300,000.
- Wiktor Boguchwal Miesok, board member, has underwritten and pre-committed to
subscribe for Offer Shares in the amount of NOK 50,000.
- Kjetil Westeng, board member, has underwritten and pre-committed to subscribe
for Offer Shares in the amount of NOK 25,000.
- Bluefin Access Capital LLC, Fredrik Lundgren, Wilhelm Risberg, Anavio Capital
Partners LLP, Norda ASA, Selandia Alpha Invest A/S, Songa Capital AS, Paul
Zeino, Exelity AB, Nowo Global Fund, Delta Invest AS, Philip Ohlsson, Opulens
Invest AS, AD94 Holding Aktiebolag, Consentia AB and Rickard Rönblom have in
aggregate underwritten a total amount of NOK 120,875,000.

Allocation of Offer Shares:

Allocation of the Offer Shares will take place on or about 21 May 2025 in
accordance with the following criteria:
a) First, Offer Shares will be allocated in accordance with granted and acquired
Subscription Rights to subscribers who have validly exercised Subscription
Rights during the Subscription Period;

b) Second, any unallocated Offer Shares following the allocation under (a)
above, shall be allocated to Underwriters who have subscribed for Offer Shares
(limited upwards to such Underwriters' respective underwriting obligation). This
allocation shall be made on a pro-rata basis based on such Underwriters'
respective underwriting obligation (adjusted for any allocation to such
Underwriters in (a)). The Existing Shareholders' subsidiary preferential right
to subscribe Offer Shares that are not subscribed pursuant to exercise of the
Subscription Rights pursuant to Section 10-4 (3) of the Norwegian Private
Limited Liability Companies Act is, thus, waived, cf. Section 10-5 of the
Norwegian Private Limited Liability Companies Act;

c) Third, any unallocated Offer Shares following the allocation under (b) above
shall be allocated to subscribers who have over-subscribed on a pro-rata basis
based on the number of Subscription Rights exercised by each subscriber;
d) Fourth, any unallocated Offer Shares following the allocation under (c) above
shall be allocated to Underwriters who have subscribed for Offer Shares in
excess of their respective underwriting obligation. This allocation shall be
made on a pro-rata basis based on such Underwriters' over-subscription; and

e) Finally, if the gross proceeds from the allocated Offer Shares following the
allocation under (d) above is less than the Total Underwriting Obligation the
difference between the two shall be allocated to the Underwriters. This
allocation shall be made on a pro-rata basis based on the Underwriters’
respective underwriting obligations (adjusted downwards with any allocation to
the respective Underwriters in paragraph (a), (b) and (c)). If the gross
proceeds from the allocated Offer Shares following the allocation under (d)
above is equal to or more than the Total Underwriting Obligation, no allocations
will be made pursuant to paragraph (e).

Allocation, Payment, Listing and Commencement of Trading in the Offer Shares:

Notification of allocation is expected to be made available for investors
allocated Offer Shares on or about 22 May 2025. The payment date for investors
allocated Offer Shares in the Rights Issue is expected to be on or about 26 May
2025.

Subject to timely payment 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 2 June 2025 and that
the Offer Shares will be delivered to the VPS accounts of the subscribers to
whom they are allocated on or about 3 June 2025.

The Offer Shares are expected to be tradable on Euronext Growth Oslo from and
including 3 June 2025.

The Warrants are expected to be registered with the Norwegian Register of
Business Enterprises on or about 2 June 2025 and to be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 3 June 2025.

Lock-Ups:
The Company and the Company’s primary insiders and their close associates (as
further described in the Prospectus) have all agreed to a 6-months lock-up from
completion of the Rights Issue, subject to customary exemptions.

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 13 "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. As described in Section 5.9
"Subscription Rights" of the Prospectus, neither the Company nor the Managers
will sell any Subscription Rights transferred to financial intermediaries.

This information is subject to the disclosure requirements pursuant to the
Continuing Obligations and the disclosure requirements pursuant to section 5-12
of the Norwegian Securities Trading Act.

For more information, please contact:
CEO, Ola-Stene Johansen, email osj@lokotech.no

IMPORTANT NOTICE:
These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
Any sale in the United States of the securities mentioned herein will be made
solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under
the Securities Act, pursuant to an exemption from the registration requirements
under the Securities Act, as well as to major U.S. institutional investors under
SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.

This communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as "believe", "expect", "anticipate", "strategy",
"intends", "estimate", "will", "may", "continue", "should" and similar
expressions. The forward-looking statements in this communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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 include the possibility that the
Company will determine not to, or be unable to, issue any debt, hybrid or equity
securities, and could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors. The information, opinions and forward-looking statements contained in
this communication speak only as at its date and are subject to change without
notice.

Each of the Company, the Managers and their respective affiliates disclaims any
obligation or undertaking to update, review or revise any statement contained in
this communication whether as a result of new information, future developments
or otherwise. Neither the Managers nor any of its affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any liability arising from the use of this announcement or
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.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.

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