Zwipe AS — Capital/Financing Update 2020

Sep 7, 2020

Zwipe AS: Contemplated private placement

Zwipe AS: Contemplated private placement

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE

PRESS RELEASE.

OSLO, NORWAY?- 07 September 2020 -?Zwipe AS ("Zwipe" or the "Company") has

retained Arctic Securities AS and Erik Penser Bank AB (publ) as joint

bookrunners (the "Managers") to advise on and effect a private placement of up

to 6,381,315 new shares (the "Offer Shares") equal to 25% of the outstanding

shares in the Company, directed towards Norwegian and international investors,

in each case subject to and in compliance with applicable exemptions from

relevant registration, filing and prospectus requirements, and subject to other

applicable selling restrictions (the "Private Placement"). The Managers have

prior to launch received indications of demand covering the transaction size.

Jörgen Lantto, chair of the Company's Board of directors ("the Board"), has

committed to subscribe for new shares in the Private Placement for a

subscription amount of NOK 5 million, subject to approval by an extraordinary

general meeting in the Company to be convened shortly after allocation of the

Private Placement (the "EGM").

André Løvestam, CEO, Lars Kristian Solheim, CFO, Bishwajit Choudhary, EVP of

Strategy and Channels, and Dr. Robert Mueller, CTO, have all committed to

subscribe for 20?000 new shares each in the Private Placement. Eric Mercer, CEO

of Zwipe America Inc, has committed to subscribe for 5?500 new shares in the

Private Placement.

The net proceeds of the Private Placement will be used to fund further

development and commercialization of the Company, general operating costs and

strategic investments. After completion of this private placement, Zwipe is

funded through commercial launches in 2021 and beyond based on the current

business plan and market assumptions.

The subscription price and number of Offer Shares to be issued in the Private

Placement will be determined by the Board following an accelerated book

building process. The minimum application and allocation amount have been set to

the NOK equivalent of EUR 100,000. The Company may however, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to the EU Prospectus

Regulation (as implemented in Norway by the Norwegian Securities Trading Act and

through similar legislation in other EEA states) are available.

The book building period for the Private Placement commences today at 17:30 CEST

and closes 7 September 2020 at 21:00 CEST. The Managers and the Company may,

however, at any time resolve to close or extend the book building period, or

cancel the Private Placement, at their sole discretion and on short notice. If

the book building period is shortened or extended, any other dates referred to

herein may be amended accordingly. Allocation of the Offer Shares will be

determined at the end of the book building period, and the final allocation will

be made by the Board at its sole discretion, following advice from the Managers.

Notice of allocation of Offer Shares is expected to be sent to the investors on

or about 8 September 2020.

The payment date for the Offer Shares will be on or about 10 September 2020,

with delivery of the Offer Shares expected on or about 14 September 2020. The

Offer Shares will be tradable following the registration of the share capital

increase in the Norwegian Register of Business Enterprises expected to take

place on or about 14 September 2020, and trading is expected to commence

simultaneously at Merkur Market and Nasdaq First North Growth Market on or about

14 September 2020.

The completion of the Private Placement is subject to approval by the Board of

the Company pursuant to an authorization to increase the share capital given by

the annual general meeting held on 14 May 2020.

The Board has considered the offering of new shares in Private Placement in

light of the equal treatment obligations under the Continuing obligations of

companies admitted to trading on Merkur Market and Oslo Børs' Circular no.

2/2014, and is of the opinion that the contemplated transaction is in compliance

with these requirements. The Board of Directors concluded that the waiver of the

preferential rights inherent in a private placement was considered necessary in

the interest of time and successful completion of the share issue. The Private

Placement will allow the Company to raise capital faster, with a lower discount

and with significantly lower transaction costs than what a rights issue would

entail, and it will also allow for the Company to broaden its shareholder base

to the benefit of the shareholders and the Company. On this basis, and based on

an assessment of the current equity markets, the Board has considered the

Private Placement to be in the common interest of the Company and its

shareholders. As a consequence of the Private Placement structure, the

shareholders' preferential rights will be deviated from.

The Private Placement is directed towards investors subject to applicable

exemptions from relevant prospectus requirements (i) outside the United States

in reliance on Regulation S under the United States Securities Act of 1933, as

amended, (the "US Securities Act") and (ii) in the United States to "accredited

investors" as defined in the US Securities Act Rule 501(a), acquiring the Offer

Shares for investment purposes for its own account, or pursuant to another

exemption from the registration requirements of the US Securities Act.

The Board will consider to carry out a subsequent offering of new shares in the

Company (the "Subsequent Offering") which, subject to applicable securities

laws, will be directed towards existing shareholders in the Company as of 7

September 2020 (as registered in the VPS and Euroclear Sweden AB on 9 September

2020) who (i) were not allocated Offer Shares 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 and Sweden) require any prospectus,

filing, registration or similar action. The subscription price in a potential

Subsequent Offering will be equal to the subscription price in the Private

Placement.

Existing shareholders that participate in the Private Placement will irrevocably

undertake to vote for their shares in favor of the resolution(s) proposed at the

EGM to issue shares to Jörgen Lantto and the potential Subsequent Offering.

Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal advisor to Zwipe with

respect to Norwegian law, and White & Case Advokat AB  and Kanter Advokatbyrå KB

are acting as legal advisors with respect to Swedish law.

About Zwipe

Zwipe is pioneering the next generation contactless payments experience,

providing biometric payment cards and wearables that enable consumers to

authorize transactions with their fingerprints without compromising their

privacy. Together with an ecosystem of partners including global brands within

digital security and financial services, Zwipe is "Making Convenience Safe &

Secure" for banks, merchants and consumers. Zwipe's solutions address the

hygiene and data theft pitfalls inherent in traditional authentication methods.

Headquartered in Oslo, Norway, with a global presence, Zwipe is leading the next

great shift in payments from contactless to contact free. To learn more

visit www.zwipe.com

For more information contact André Løvestam, CEO +47?991 66?135 ir@zwipe.com

This is information that Zwipe AS is obliged to make public pursuant to the

Continuing obligations of companies admitted to trading on Oslo Børs Merkur

Market, Nasdaq First North Growth Market and the EU Market Abuse

Regulation. Certified Adviser on Nasdaq First North is FNCA Sweden AB,

info@fnca.se, +46 (0) 8528 00 399. The information was submitted for

publication, through the agency of the contact person set out above, at 17:40

CET on 7 September 2020.

This release is issued for information purposes only, and does not constitute or

form a part of any offer or solicitation to purchase or subscribe for securities

in the United States, or any other jurisdiction in which such distribution would

be unlawful or would require registration or other measures. The securities

mentioned herein have not been, and will not be, registered under the United

States Securities Act of 1933, as amended (the "US Securities Act"). The

securities may not be offered or sold in the United States except pursuant to an

exemption from the registration requirements of the US Securities Act. The

Company does not intend to register any portion of the offering of the

securities in the United States or to conduct a public offering of the

securities in the United States. Copies of this announcement are not being made

and may not be distributed or sent into Australia, Canada, Japan or the United

States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law. Persons into whose possession this release comes should inform themselves

about and observe any such restrictions. Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Private Placement and will not be responsible to anyone other than the Company

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement and/or any other matter referred to

in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.