Black Sea Property AS

Investor Presentation • Jun 24, 2024

Black Sea Property AS

Org. No. NO 914 892 902

Sunrise River Beach Resort

June 2024

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www.SunriseRiver.bg

Disclaimer

IMPORTANT INFORMATION

This presentation (the "Presentation") has been produced by Black Sea Property AS ("Black Sea Property", "BSP" or the "Company") solely for information purposes. This Presentation has not been approved, reviewed or registered with any public authority or stock exchange. This Presentation is dated 24 June 2024. The Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation.

This Presentation includes, and is based on, among other things forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, reflect the current views with respect to future events and are subject to material risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of their parent or subsidiary undertakings or any such person's officers or employees provide any assurance as to the correctness of such forward-looking information and statements.

By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. These forward-looking statements speak only as of the date on which they are made.

The information contained in this Presentation is furnished by the Company and has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein. None of the Company or any of its subsidiary undertakings or any such person's directors, officers, employees, advisors or representatives shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. No reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, none of the Company or any of their parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this presentation.

This presentation does not constitute or form part of, and is not prepared or made in connection with, an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. Information in this Presentation should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. This Presentation must be read in conjunction with the Company's recent financial information and the disclosures therein.

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as exclusive legal venue.

Milestones and achievements since June 2023 AGM

• Increased resort capacity from 350 to over 500 apartments (from 1'500 to 2'300 beds). Increased capacity fully booked for summer season 2023 (49 days)
• New large restaurant in K building, both indoor and outdoor seating capacity
• Ongoing negations with external apartment owners in building P
• Achieved operational income of EUR 1,424m during summer season 2023, with EBITDA of EUR 362k (60 000 bed-nights) – EBITDA margin of 25%.
• Obtained valuation from Cushman & Wakefield in April, for EUR 25m as is / EUR 33,2m including unfinished apartments in K and L
• Initiated exit sales process in September 2023, targeting international investors
• EPO Aheloy secured 2 years extension for the EUR 5,2m private bridge loan until November 2026
• BSP secured minimum NOK 12,35m in short term loan in June, with equity conversion in Q4 as part of rights offering of up to NOK 18,0m.

Facilities and Accommodation for the 2024 Season

• Operating Buildings M, N & P with 493 apartment units, with guest capacity reaching 2'120 beds, and 24h reception
• Three all-inclusive restaurants is building M and K, providing indoor and outdoor seating
• Snack buffet at the main plaza
• Gift and groceries stores
• Two pool bars
• Two swimming pools, including a 50m Olympic
• Indoor sports hall and two covered sports halls for gymnastics and power sports
• Outdoor soccer and basketball field
• Beach volleyball field
• Amphitheater
• Camping fire pit
• River access and perimeter running track
• Medical emergency office
• Education and event rooms
• Handicap access

Operations Update

• The first guests for the Resort's third season in operation arrived on June 8. With full occupancy level of 2'100 guests to be reached in the first week in July.
• Most of the essential construction works for the season are now complete, with some supplementary construction activities remaining on the newly constructed restaurant in K building and its kitchen. Final touches on the common areas and final fittings on selected number of units in P building.
• The resort appearance has been greatly improved with the completion of the landscaping and tree planting works.
• The operational model for the 2024 season largely remains unchanged for the Resort to function as a kids educational and sports camp.
  • The kids camp will operate predominately with children from Ukraine age from 12 to 17, with the addition of various sports camps for Bulgarian children.
  • The majority of staff are Ukrainians.
• The resort operations are secured in terms of staffing and guests, with no significant challenges outlined.

Financial Achievements

• EPO Aheloy has now fully utilized the EUR 9 million loan facility provided by First Investment Bank. The company estimate that the 2024 principal and interest payments of the bank loan (total approx. EUR 800) will be covered from EPO Aheloy season's operational profit.
• Additionally, EPO Aheloy was able to secure term extension and to capitalize a major part of the upcoming interest payments under the Bridge Financing facility to November 2026. This private loan facility has outstanding principal today of EUR 5,2 million excluding accrued interest.
• Shareholders are to contribute additional equity into EPO Aheloy of EUR 1,6 million. To date EUR 1,2 million of this amount has already been provided. With the remaining amount to be provided by BSP, as Sunset Resort Holding have made their part of the contribution in full.
• Building P external owners long term renting initiative and purchase of their apartment units program by EPO Aheloy is underway.
• Exit strategy of the investment initiated, with plan to conclude within the existing term of the above Bridge Financing.

Construction at the resort

• EPO Aheloy continues to use BHP International to monitor the CIW performance, cost and budget control.
• For the 2023/24 construction season EPO Aheloy has spent approximately to date EUR 2.8m (excluding VAT) for CIW and planning works at the resort and they included the following scope of works:
  • Irrigation system and landscaping
  • Building P
  • New restaurant and kitchen in K building
• Limited further construction works scope and spending going forward.

BSP's Forward Focus

To complete and enter in operation building P

To find a solution together with the external owners. The company has already initiated contact with the majority of them and has presented 3 alternatives to choose between:

• for their monetary participation to complete the building respective to ownership percentage;
• for the external owners to rent out long term (15 years to EPO Aheloy) and have their apartment complete with option for use;
• EPO Aheloy has initiated an investment program limited to EUR 300'000 to buyout apartments in building P priced at EUR 200 per sq. meter.
• The near term Business plan (2024 and 2025) is to continue to operate the resort with income generated from kids and family camp operation, with a guest capacity of 2'100.
• Alternative operating strategies to be considered from 2026, including operating as an all inclusive family tourist resort supported by European tour operators.
• Active follow-up of exit strategy and possibilities.

Share Structure and NAV Calculation after completed right issue

Text	Number shares	Par Value
Number of shares 24/06/24	101,1 mill	NOK 0,25
Right issue (assuming 15MNOK)	125,0 mill	NOK 0,12
Shares underwriting group (commission)	10,3 mill
Shares underwriting group (interest est. 4 months)	5,5 mill
Number of shares (assuming 15MNOK share issue)	241,9 mill
Number of shares (assuming 18MNOK share issue)	266,9 mill

* Warrants not included

Calculation of NAV based on Cushman Valuation of MEUR 33,2

• Est. NAV per share if NOK 15 million share issue: NOK 0,51 per share
• Est. NAV per share if NOK 18 million share issue: NOK 0,46 per share

Above figures only estimation based on existing debt and around 10% selling cost

Thank you for your attention.