Black Sea Property AS

Share Issue/Capital Change • May 30, 2021

Black Sea Property AS - Conditional Private Placement fully subscribed

Black Sea Property AS - Conditional Private Placement fully subscribed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 30/05/2021. Reference is made to the stock exchange announcement published by Black Sea Property AS (the "Company") on 28 May 2021 regarding a contemplated conditional private placement (the "Private Placement") consisting of up to 4,333,334 new shares (the "Offer Shares") at a fixed subscription price of NOK 3.00.

Following the expiry of the subscription period, the Company is pleased to announce that it has raised approximately NOK 13 million in gross proceeds through the allocation of 4,333,334 Offer Shares.

The Private Placement was carried out in connection with the proposed merger between the Company and Bulgaria Eiendom Invest AS ("BEI") (for further information, reference is made to the stock exchange notice on 28 May 2021). The proposed merger is subject to certain conditions, inter alia the Company receiving binding subscriptions for total gross proceeds of a minimum of NOK 13 million and up to NOK 18 million. Such condition is consequently fulfilled, and the Company will call for a general meeting to inter alia approve the merger plan between the Company and BEI and the issuance of shares in the Private Placement. The general meeting is expected to be held on or about 25 June 2021.

The proceeds from the Private Placement, along with the funds and assets held by BEI, will be utilized to fund the Company’s portion of a capital contribution to EPO Aheloy in order to satisfy requirement for disbursements of the loan proceeds under the Debt Financing.

Completion of the Private Placement is subject to the satisfaction of the following conditions; (i) all corporate resolutions of the Company's Board of Directors' resolution to proceed with the Private Placement and to allocate the Offer Shares having been made, (ii) the shareholders of the Company having approved the issue of the Offer Shares in a general meeting of the Company (the "AGM"), and (iii) that the allocated Offer Shares have been fully paid, validly issued (by way of registration of the share capital increase pertaining to the issuance of the New Shares in the Norwegian Register of Business Enterprises) and registration of the Offer Shares in the VPS.

ALLOCATION TO PRIMARY INSIDERS

The following close associates of primary insiders have been allocated Offer Shares in the Private Placement:

• MTB Invest AS, a company controlled by chairman Egil Melkevik, has been allocated 154 063 Offer Shares at the subscription price of NOK 3.00;

• Christinedal AS, a company controlled by Board member Hans Gulseth, has been allocated 466 666 Offer Shares at the subscription price of NOK 3.00;

• E Larre Holding AS, a company controlled by Board member Erik Sture Larre, has been allocated 900 000 Offer Shares at the subscription price of NOK 3.00; and

• Rødningen Invest AS, a company controlled by Board member Kåre Rødningen, has been allocated 100 000 Offer Shares at the subscription price of NOK 3.00.

Formal primary insider notifications will be released following approval of the share capital increase pertaining to the Private Placement by the AGM.

FURTHER INFORMATION ABOUT THE REPAIR OFFERING

The Board of Directors of the Company will propose to the AGM to carry out a repair offering of up to 1 666 667 new shares towards the Company's shareholders as of 28 May 2020 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 1 June 2021) except (i) shareholders who were allocated New Shares in the Private Placement, and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action (other than publishing of a prospectus in Norway) (the "Repair Offering"). The subscription price in the Repair Offering will be equal to the subscription price in the Private Placement. The Board of Directors may at its discretion decide not to proceed with the Repair Offering.

The Company's Board is further of the opinion that the Private Placement complies with the equal treatment obligations. The Board of Directors of the Company considered alternative structures for the raising of new equity. Following careful considerations, the Board of Directors resolved that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company was in a position to raise capital in an efficient manner and with significantly lower risks compared to a rights issue.

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 Gardens. Sunrise Gardens Resort is a partially completed project and will upon completion comprise approximately 950 apartments as well as significant commercial space. Black Sea Property AS owns indirectly 75% of the project. Black Sea Property AS will work to finalize Sunrise Gardens Resort, to realize the project's added value through the sale of residential units and hotel operations.

The information in this announcement is considered to be inside information pursuant to the EU Market Abuse Regulation.

This stock exchange announcement was published by Chairman Egil Melkevik at 30 May 2021 18:13 CEST .