Zwipe AS — Capital/Financing Update 2024

Jan 3, 2024

Zwipe AS - information about the warrants issued in connection with the rights issue

Zwipe AS - information about the warrants issued in connection with the rights issue

THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND,

SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE UNLAWFUL. THIS

PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN ZWIPE AS. SEE

ALSO THE SECTION "IMPORTANT INFORMATION" BELOW IN THIS DOCUMENT.

OSLO, NORWAY - 3 January 2024 - Reference is made to the stock exchange

announcement published by Zwipe AS (the "Company") on 14 December 2023 regarding

the final allocation of a rights issue of units, each consisting of one new

share in the Company, each with a nominal value of NOK 0.10 and one warrant of

series T01 (the "Warrants"), with preferential rights for existing shareholders

raising gross proceeds of approximately NOK 35 million (the "Rights Issue").

The Rights Issue resulted in the issuance of 64,823,988 Warrants, of which

40,889,612 Warrants were allocated to subscribers in the Rights Issue and

13,480,092 Warrants were allocated to the top guarantor in connection with the

Convertible Loan (as defined below). All 64,823,988 Warrants will be listed and

tradable on Euronext Growth Oslo for a period commencing today, 3 January 2024

and ending at 16:30 (CET) on 9 December 2024. In addition, the Warrants will be

listed on Nasdaq First North Growth Market Sweden for a period commencing today,

3 January 2024 and ending at 16:30 (CET) on or about 10 December 2024. The

10,454,284 Warrants not allocated to subscribers in the Rights Issue or in

connection with the Convertible Loan (as defined below) will not be used and

will be returned to the Company.

Two (2) Warrants entitle to the subscription of one (1) new share in the

Company. The subscription price upon exercise of the Warrants shall for

subscription of one share in the Company be 70% of the ten-day VWAP (Volume

Weighted Average Price) of the Company's shares on Euronext Growth Oslo the last

ten (10) trading days prior to commencement of the Exercise Period, but never

lower than NOK 0.10 per share and never higher than 1.20 per share.

Consequently, if all Warrants are exercised, the Company expects to raise an

additional amount of minimum NOK 3,241,199.40 and maximum NOK 38,894,392.80.

Holders of Warrants may either sell their Warrants or use them to subscribe for

shares in the Company, in both cases within the deadlines stated above. As such,

the Warrants may have a financial value for the holders, depending on the

prevailing market price for the shares in the Company. If the Warrants are not

sold or exercised within the respective deadlines, the Warrants will lapse with

no compensation to the holders.

For more information pertaining to the Warrants, please see the prospectus

prepared in connection with the Rights Issue (the "Prospectus"), which is

available on the Company's website www.zwipe.com and on the Swedish Financial

Supervisory Authority's website, www.fi.se.

Pre-commitment and bottom guarantee commitments:

In connection with the Rights Issue, the Company received subscription

commitments from a number of existing shareholders totaling approximately NOK

8.8 million, corresponding to approximately 25 percent of the Rights Issue. No

compensation is paid for these subscription commitments.

In addition, Zwipe received so-called bottom guarantee commitments of

approximately NOK 15.8 million. Through the bottom guarantees together with the

subscription commitments, approximately 70 percent of the issue proceeds in the

Rights issue was secured. For the so-called bottom guarantees, a compensation of

thirteen (13) percent of the guaranteed amount is paid. The subscription

commitments and bottom guarantee commitments were not secured by bank guarantee,

escrow funds, pledging or similar arrangements. Detailed information regarding

the parties that have entered into subscription commitments and guarantee

undertakings can be found in the Prospectus.

Top guarantee commitment and new issue of the Convertible Loan and Warrants

pursuant to the top guarantee commitment:

Zwipe received a so-called top guarantee of approximately NOK 10.5 million. The

top guarantee was fulfilled by the top guarantor subscribing for a convertible

loan in the Company of NOK 10,514,472 (the "Convertible Loan"). Through the top

guarantee, together with the subscription commitments and the bottom guarantee

commitments, 100 percent of the issue proceeds in the Rights Issue was secured.

For the so-called top guarantee, a compensation of fifteen (15) percent of the

guaranteed amount is paid. The top guarantee commitment was not secured by bank

guarantee, escrow funds, pledging or similar arrangements. The subscription

amount has been paid to the Company.

The top guarantor also had the right and obligation to subscribe for Warrants

free of charge in relation to the subscription price for the Convertible Loan.

The number of Warrants the top guarantor was entitled to subscribe for amounted

to the maximum number of Units in the Rights Issue less the aggregate number of

Units subscribed for by existing shareholders in the Company and Units

subscribed for under the bottom guarantee commitments, multiplied by 0.78. Based

on these principles, the top guarantor was allocated 13,480,092 Warrants.

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

continuing obligations of companies admitted to trading on Euronext Growth Oslo

(Euronext Growth Oslo Rule Book - Part II) and on Nasdaq First North Growth

Market. Certified Adviser on Nasdaq First North is FNCA Sweden AB, info@fnca.se.

The information was submitted for publication, through the agency of the contact

person set out below, at 07:57 on 3 January 2024.

For further information contact:

Danielle Glenn, CFO and Head of IR, Zwipe

E-mail: ir@zwipe.com

IMPORTANT NOTICE

Publication, release or distribution of this press release may in certain

jurisdictions be subject to legal restrictions and persons in the jurisdictions

where this press release has been made public or distributed should be informed

of and follow such legal restrictions. The recipient of this press release is

responsible for using this press release and the information herein in

accordance with applicable rules in each jurisdiction. This press release does

not constitute an offer or solicitation to buy or subscribe for any securities

in Zwipe in any jurisdiction, either from Zwipe or from anyone else.

This press release is not a prospectus according to the definition in Regulation

(EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any

regulatory authority in any jurisdiction. A prospectus will be prepared by the

Company and published on the Company's website after the prospectus has been

reviewed and approved by the Swedish Financial Supervisory Authority (Sw.

Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or

subscribe for securities in the United States. The securities mentioned herein

may not be sold in the United States without registration, or without an

exemption from registration, under the U.S. Securities Act from 1933

("Securities Act"), and may not be offered or sold within the United States

without being registered, covered by an exemption from, or part of a transaction

that is not subject to the registration requirements according to the Securities

Act. There is no intention to register any securities mentioned herein in the

United States or to issue a public offering of such securities in the United

States. The information in this press release may not be released, published,

copied, reproduced or distributed, directly or indirectly, wholly or in part, in

or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore,

South Africa, the United States or any other jurisdiction where the release,

publication or distribution of this information would violate current rules or

where such an action is subject to legal restrictions or would require

additional registration or other measures beyond those that follow from Swedish

and Norwegian law. Actions in contravention of this instruction may constitute a

violation of applicable securities legislation.

Offers to the public will be permitted in Sweden and Norway from and including

the date of approval of the prospectus by the competent authority in Sweden and

the competent authority in Norway has been notified in accordance with the

Prospectus Regulation, through to and including the end of the subscription

period in the Rights Issue.

Forward-looking statements

This press release contains forward-looking statements related to the Company's

intentions, estimates or expectations with regard to the Company's future

results, financial position, liquidity, development, outlook, estimated growth,

strategies and opportunities as well as the markets in which the Company is

active. Forward-looking statements are statements that do not refer to

historical facts and can be identified by the use of terms such as "believes,"

"expects," "anticipates," "intends," "estimates," "will," "may," "implies,"

"should," "could" and, in each case, their negative, or comparable terminology.

The forward-looking statements in this press release are based on various

assumptions, which in several cases are based on further assumptions. Although

the Company believes that the assumptions reflected in these forward-looking

statements are reasonable, there is no guarantee that they will occur or that

they are correct. Since these assumptions are based on assumptions or estimates

and involve risks and uncertainties, actual results or outcomes, for many

different reasons, may differ materially from those what is stated in the

forward-looking statements. Due to such risks, uncertainties, eventualities and

other significant factors, actual events may differ materially from the

expectations that expressly or implicitly are contained in this press release

through the forward-looking statements. The Company does not guarantee that the

assumptions which serve as a basis for the forward-looking statements in this

press release are correct, and each reader of the press release should not rely

on the forward-looking statements in this press release. The information,

opinions and forward-looking statements that expressly or implicitly are stated

herein are provided only as of the date of this press release and may change.

Neither the Company nor any other party will review, update, confirm or publicly

announce any revision of any forward-looking statement to reflect events that

occur or circumstances that arise with respect to the contents of this press

release, beyond what is required by law or Euronext Growth Oslo or Nasdaq First

North Growth Market's rules for issuers.