Black Sea Property AS

Related Party Transaction • Nov 6, 2024

Black Sea Property AS: Raises shareholder loan

Black Sea Property AS: Raises shareholder loan

Reference is made to the stock exchange notice dated 21 October 2024, where Black Sea Property AS ("Black Sea Property", the "Company", and together with its consolidated subsidiaries, the "Group"), announced that it needed to raise short-term financing of approximately EUR 0.5 million to fund the Group's operations until disbursement of an increased loan under the Group's loan facility granted by Penchev Consult.

The Company is pleased to announce that it has now entered into a loan agreement with certain shareholders, being the same shareholders that acted as underwriters in the rights issue completed in October 2024, for an amount of NOK 5,336,021 (the "Loan").

The Company is also pleased to inform that all loan documentation for an additional loan facility arranged by Penchev Consult has now been entered into. As announced earlier, the disbursement of this loan is expected to be finalized during Q1 2025.

NOK 4,250,000 under the Loan is new liquidity for the Company, while the remaining amount of NOK 1,086,021 constitutes a refinancing of outstanding amounts under the shareholders loans provided by the underwriters in the rights issue in June 2024. Together with existing funds in the Company, this amount will cover the short-term financing need described above.

The Loan matures on 30 June 2025 and holds an interest rate of 18% per annum. The Company intends to utilize the new loan under the loan facility arranged by Penchev Consult to repay the Loan. However, if the Company fails to repay the Loan at the maturity date, the maturity date shall automatically be extended to 30 November 2026 and the lenders will during the extended loan term have a right to (subject to all necessary corporate resolutions being passed) convert the outstanding amounts under the Loan to new shares in the Company at a price of NOK 0.05 per share. Further, if the maturity date has been extended as set out above and the Company in the period until 30 November 2026 issues new shares at a lower price than NOK 0.05 per share or raises loans that are convertible into new shares at a price lower than NOK 0.05 per share, the conversion price under the Loan shall be adjusted correspondingly.

For further information, please contact:

Egil Melkevik, Chairman

Tel: +47 90 77 09 76

E-mail: em@ms-solutions.no

About Black Sea Property AS:

Black Sea Property AS is a real estate company with holdings in a real estate project on the Black Sea coast called Sunrise River Beach Resort. Sunrise River Beach Resort is a partially completed project and will upon completion comprise approximately 950 apartments as well as significant commercial space. Black Sea Property AS has indirect ownership to the project and will work to finalize Sunrise River Beach Resort, to realize the project's added value through the sale of residential units and hotel operations.