Black Sea Property AS

Prospectus • Mar 30, 2023

Black Sea Property AS: Subsequent Offering – Further information and start of subscription period – Publication of prospectus

Black Sea Property AS: Subsequent Offering – Further information and start of subscription period – Publication of prospectus

Reference is made to the stock exchange notice by Black Sea Property AS ("BSP" or the "Company") on 14 May 2023 regarding the successful placing of a conditional private placement raising gross proceeds of NOK 8.168 million (the "Private Placement"). Reference is furthermore made to the decision by the general meeting of the Company on 27 March 2023 to carry out a subsequent offering of new shares in the Company (the "Subsequent Offering").

The Subsequent Offering consists of an offering of up to 17,080,000 new shares in the Company (the "Offer Shares"), directed towards to the Company's shareholders as of 14 March 2023 (as registered in the VPS on 16 March 2023, (the "Record Date")), expect; (i) shareholders who were allocated new shares in the Private Placement, and (ii) shareholders domiciled in a jurisdiction where such offering would require any filing, registration or similar act (other than the publication of a prospectus in Norway) (the "Eligible Shareholders").

The subscription period in the Subsequent Offering commences today, on 30 March 2023 at 09:00 hours (CEST) and will end on 20 April 2023 at 16:30 hours (CEST) (the "Subscription Period"). The subscription price per Offer Shares is NOK 0.40 (the "Subscription Price"), which is equal to the subscription price in the Private Placement. If fully subscribed, the Subsequent Offering will raise gross proceeds of approximately NOK 6.83 million.

One of the terms in the Private Placement, and a means towards securing a larger amount of funds to the Company, is that the subscribers in the Private Placement shall be given the opportunity, pro-rata based on subscriptions in the Private Placement, to subscribe for any Offer Shares that are not subscribed for by the Eligible Shareholders (such subscribers in the Private Placement is hereinafter referred to as the "Secondary Subscribers").

In the Subsequent Offering, Eligible Shareholders, will be granted non-tradable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price.

The Eligible Shareholders will be granted 1.1147 Subscription Rights for each existing share registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole number of Subscription Rights. Secondary Subscribers will not be granted Subscription Rights. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Over-subscription will be permitted. Other than subscriptions from Secondary Subscribers, subscription without Subscription Rights will not be permitted.

The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 20 April 2023 at 16.30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CEST) on 20 April 2023 will have no value and will lapse without compensation to the holder.

A prospectus (the "Prospectus") has been prepared in connection with the Subsequent Offering. The Prospectus contains further information about the Company, the Sunrise River Beach Resort and the terms and conditions of the Subsequent Offering. The Prospectus is not subject to review by the Norwegian Financial Supervisory Authority nor any other authority, but has been registered with the Norwegian Register of Business Enterprises in accordance with section 7-8 of the Norwegian Securities Trading Act.

The Prospectus is attached hereto, and will also be made available at the Company's website, www.blackseaproperty.no.

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.