Norwegian Block Exchange AS

Share Issue/Capital Change • Mar 4, 2024

Private placement of NOK 12.6 million successfully completed

Private placement of NOK 12.6 million successfully completed

Oslo, 4. March 2024 - Norwegian Block Exchange AS (NBX), the leading crypto service provider in the Nordics.

The Company hereby announces that it has allocated 21,000,000 new shares (the "Offer Shares") in the Private Placement at a subscription price of NOK 0.60 per Offer Share (the "Offer Price"), raising gross proceeds of NOK 12.6 million.

The net proceeds to the Company from the Private Placement will be used to cover development expenses to further develop the Company's significant project pipeline.

The Offer Shares will be issued by, and are subject to, a resolution by the Company’s extraordinary general meeting to be held on or about 20. March 2024 (the "EGM"). The Company expects to send the notice for the EGM during the course of week 10 2024.

The placement consist of four investors with Mr. Vegard Kristiansen being the largest subscriber with a subscription of 16,666,666 shares, after the issuance of the shares and the planned conversion of debt on the upcoming EGM. Mr. Vegard Kristiansen will hold just less than 10% of the shares in the company. Mr. Vegard Kristiansen is expected to be elected into the board of directors at the upcoming EGM and will take an active role as investor and director of the company.

Settlement of the Offer Shares will take place as soon as possible after resolution by the Company’s EGM and required share capital adjustments are registered in the Register of Business Enterprises in The Brønnøysund Register Centre. The allocated shares will be delivered to the applicant’s account in the Norwegian Central Securities Depository ("VPS").

The completion of the Private Placement is subject to: (i) the EGM resolving to approve the Private Placement and issue the Offer Shares, (ii) the share capital adjustment pertaining to the issuance of the Offer Shares being validly registered with the Norwegian Register of Business Enterprises, and (iii) the allocated Offer Shares being validly issued and registered in the VPS (together, the "Conditions").

Potential Subsequent Offering

The Board has resolved an intention to carry out a subsequent offering (the "Subsequent Offering") of up to 4,200,000 new shares with gross proceeds of up to NOK 2.52 million at the Offer Price directed towards existing shareholders in the Company as of 4 March 2024 (as registered with the VPS two trading days thereafter, the "Record Date") who; (i) were not allocated Offer Shares in the Private Placement and (ii) are not resident in jurisdictions where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. Completion of the Subsequent Offering is subject to, among other things, completion of the Private Placement, granting by the EGM of a board authorization to increase the Company’s share capital in connection with issuance of shares in a Subsequent Offering, the market price of the Company's shares.

*Equal treatment considerations*

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Private Placement has therefore been considered by the Board in light of the equal treatment obligations under section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs' Circular no. 2/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines. The issuance of the Offer Shares was carried out as a private placement and, combined with focusing the geographical footprint of the Company, other available funding sources and other strategic options, is expected to cover development expenses to further develop the Company’s significant project pipeline and general operating expenses. By structuring the equity raise as a private placement, the Company is able to efficiently raise the necessary capital for the above mentioned purposes.

In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board has proposed the Subsequent Offering, subject to the conditions set out above. Finally, the Private Placement and ancillary corporate resolutions are subject to approval by the EGM, at which the Company's shareholders will be given an opportunity to express their opinion and vote over the related share capital increase. On the basis of the above, and an assessment of the current equity markets, the Company's need for funding, deal execution risk and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to the STA section 5-12.

***

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The Company or any of its affiliates or any of its respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.

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, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons in the United Kingdom that are "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aim", "expect", "anticipate", "intend", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, 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 could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.

--------

Contact person:

Stig Kjos-Mathisen - CEO Mail: stig.aleksander.kjos-mathisen@nbx.com, Phone: +47 93287572