Huddlestock Fintech

Capital/Financing Update • May 29, 2024

Huddlestock Fintech AS - Key Information relating to potential repair offering of convertible debt

Huddlestock Fintech AS - Key Information relating to potential repair offering of convertible debt

29.5.2024 08:58:22 CEST | Huddlestock Fintech AS | Additional regulated

information required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE

UNITED STATES 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.

Reference is made to the stock exchange notice by Huddlestock Fintech AS

("Huddlestock" or the "Company") on 29 May 2024 regarding the successful

completion of a private placement of NOK 12,500,000 in convertible debt (the

"Private Placement"), and a potential subsequent share offering (the "Subsequent

Offering").

The Company may, subject to completion of the Private Placement and certain

other conditions, decide to carry out a Subsequent Offering. The Subsequent

Offering will be conducted as a private placement of convertible debt directed

towards existing shareholders in the Company as of 28 May 2024 (as registered in

the VPS two trading days thereafter, the "Record Date"), who (i) were not

allocated Convertibles in the Private Placement and (ii) 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 ("Eligible Shareholders"). Each Eligible Shareholder will receive,

without additional payment 0.04 unlisted subscription rights (the "Subscription

Rights") per share issued and allocated. The Subscription rights represent a

conditional right to subscribe for convertible debt in a NOK amount equal to the

face value of the Subscription rights.

The following key information is given with respect to the Subsequent Offering:

Date on which the terms and conditions of the repair issue were announced: 29

May 2024

* Last day including right: 28 May 2024

* Ex-date: 29 May 2024

* Record date: 30 May 2024

* Subscription price: NOK 1, representing NOK 1 in the convertible instrument

The convertible instrument:

* Interest rate: 10% p.a.

* Conversion date: date falling 18 months from the date of settlement of the

Private Placement

* Conversion rate: NOK 1 per share in the Company. However, if the

volume-weighted average price per share over the last five days prior to the

conversion date (the "VWAP Price") is lower than NOK 1, then the conversion

price per share shall be set to a price per share equivalent to the VWAP Price

and the Company may alternatively choose to settle the Convertibles in cash.

The Subsequent Offering will be subject to (i) a decision by the Company's board

of directors (the "Board"), based on the authorization granted by the annual

general meeting held on 16 May 2024 (the "AGM"), under which Eligible

Shareholders will receive subscription rights based on their registered

shareholdings as of the Record Date, and (ii) publication of a prospectus (the

"Prospectus") by the Company.

The subscription period for any Subsequent Offering (if applicable) is expected

to commence by end of Q3 2024.

For additional information, please contact:

* Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982

15 520, leif.thomas@huddlestock.com

* John Egil Skajem, Investor relations and corporate development officer,

Huddlestock Fintech AS, +47 4188 7412, john.skajem@huddlestock.com

This information is published in accordance with the requirements of the

Continuing Obligations for companies listed on Euronext Growth Oslo and section

5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE his 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. 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.

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 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, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation (EU) 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 believe 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 their control. Actual

events may differ significantly from any anticipated development due to a number

of factors, including without limitation, changes in public sector investment

levels, changes in the general economic, political and market conditions in the

markets in which the Company operates, 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 make any

guarantee 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 of the Company.

The distribution of this announcement and other information may be restricted by

law in certain jurisdictions. Persons into whose possession this announcement or

such other information should come are required to inform themselves about and

to observe any such restrictions.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

ABOUT HUDDLESTOCK FINTECH AS

Huddlestock Fintech is an innovative technology software provider with a leading

expert professional services business. We deliver innovative and sustainable

technology solutions to the capital markets, treasury and wealth management

industries.

Through its technology offering, Huddlestock offers an innovative, compliant,

and data-centric WealthTech SaaS, accelerating the digital transformation, and

trends of hyper-personalization and on-demand banking within the wealth

management industry. Huddlestock's SaaS empowers the embedding of low-cost,

efficient white-label trading and investment services, underpinning

Huddlestock's mission of delivering financial inclusion by democratizing access

to capital markets.

Through its world-class expert professional services business, Huddlestock

delivers strategic technology solutions and process automation for the financial

services industry. This range of services has propelled Huddlestock into

becoming the preferred supplier of financial consultancy services and technology

solutions in the Nordic region. Huddlestock Fintech AS was listed on Euronext

Growth Market 26th November 2020, as Norway's first fintech company to be

publicly traded.

For more information, please visit www.huddlestock.com -

http://www.huddlestock.com - http://www.huddlestock.com/

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* John E. Skajem, Chief Corporate Development / Investor Relations, Huddlestock

Fintech, +47 418 87 412, john.skajem@huddlestock.com

* Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982

15 520, leif.thomas@huddlestock.com

ABOUT HUDDLESTOCK FINTECH AS

About Huddlestock:

Huddlestock is a leading provider of investment and wealth management SaaS

solutions and services. We provide the technology, expertise and support that

financial institutions need to launch or transform an investment offering. Our

modular approach to cloud software helps firms around the world - from fintech

startups to established banks, neobanks, wealth and asset managers - deploy

innovative solutions with flexibility and speed. With a team made up of

ex-industry practitioners and wealth technology experts, we also provide

professional services and operations outsourcing that drive performance,

innovation and growth for our customers. Huddlestock is listed on the Euronext

Growth market.

Find out more at huddlestock.com - https://www.huddlestock.com/

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17848032/3159/4571/Download%20announcement

%20as%20PDF.pdf

2024 05 29 Borsmelding HFT Key Information.pdf -

https://kommunikasjon.ntb.no/ir-files/17848032/3159/4570/2024%2005%2029%20%20Bor

smelding%20HFT%20Key%20Information.pdf