Norwegian Block Exchange AS

Share Issue/Capital Change • May 5, 2022

Norwegian Block Exchange AS raises NOK 15.8 million in successful private placement

Norwegian Block Exchange AS raises NOK 15.8 million in successful private placement

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Oslo, 5 May 2022. Norwegian Block Exchange AS (“NBX” or the “Company”) announces the successful completion of a private placement (the "Private Placement") of 3,157,895 new shares (the "Offer Shares"). The Private Placement was completed at a subscription price of NOK 5.00 per share (the "Offer Price"), raising gross proceeds of approximately NOK 15.8 million, and was made in accordance with the authorisation granted to the board of directors of NBX (the "Board") at the Company's General Meeting held on 25 April 2022.

The Company intends to use the net cash proceeds it will receive from the Private Placement to fund its development activities and for general corporate purposes.

– We have over time had interest from potential new strategic investors wanting to take part in the NBX journey. With limited liquidity in the market, the board has decided that the timing is good in regards to raise additional funds for our digital banking journey, says Stig Aleksander Kjos-Mathisen, CEO of NBX.

Following completion of the Private Placement, the Company will have a share capital of NOK 54,596,388.80, divided on 68,245,486 shares, each with a nominal value of NOK 0.80.

The Board has considered the Private Placement in light of the equal treatment obligations under applicable legislation, the rules on equal treatment under Euronext Growth Oslo Rule Book Part II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rules of equal treatment. Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The Board has carefully considered such deviation and has resolved that the Private Placement is in the best interest of the Company and its shareholders. In reaching this conclusion, the Board has among other things considered the availability of capital markets financing in a timely manner on the same favorable terms as agreed in the Private Placement, together with the necessity for the Company to realize its communicated targets in line with its approved strategy and that the Private Placement could be completed in a more efficient manner and entails less transaction costs compared to a rights issue.

The Board will consider carrying out a subsequent share offering of up to 3,350,864 new shares at the same subscription price as the Offer Shares towards shareholders in the Company as of 5 May 2022, as registered in Euronext Securities Oslo (formerly VPS) on 9 May 2022, who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Subsequent Offering"). Any Subsequent Offering will be subject to (i) the prevailing market price of the Company's shares and (ii) relevant corporate resolutions being passed by the Company.

The following persons discharging managerial responsibilities ("Primary Insiders") and close associates were allocated shares in the Private Placement:

- Nye KM Aviatrix Invest AS, Fully owned by Anna Helene Kjos-Mathisen, spouse of Stig Aleksander Kjos-Mathisen (CEO of NBX) was allocated 1,000,000 Offer Shares.

- Ideco AS (previously Dasha Group AS), Investment company represented, and partly owned by Nils Sundling (Chairman of the board) was allocated 157,895 Offer Shares.

Notifications of the transactions by the Primary Insiders in accordance with the Market Abuse Regulation Article 19 are attached.

Contact person: Torstein Thinn - CFO

Mail: torstein.thinn@nbx.com

Telephone: 986 44 144

About NBX:

NBX is a truly Norwegian cryptocurrency exchange and custodian. The Company is based in Oslo and is registered with the Financial Supervisory Authority of Norway. NBX offers easy and secure access to cryptocurrency for everyone, focusing on the Nordic markets, but open for customers globally.

Important information:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended 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 (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 for 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", "expect", "anticipate", "strategy", "intends", "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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

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 in the Company. Neither the Joint Bookrunners in the Private Placement nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.