Zwipe AS — Capital/Financing Update 2025

Jan 20, 2025

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, BELARUS, HONG KONG, JAPAN, CANADA, NEW

ZEALAND, RUSSIA, 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 - 20 January 2025 - Reference is made to the stock exchange

announcement published by Zwipe AS (the "Company") on 23 December 2024 regarding

the final allocation of a rights issue of units, consisting of shares and

warrants of series TO2 (the "Warrants"), with preferential rights for existing

shareholders raising gross proceeds of approximately NOK 40 million (the "Rights

Issue").

The Rights Issue resulted in the issuance of 397,213,376 Warrants, of which

166,364,465 will be delivered to the investors that participated in the Rights

Issue, while the remaining 230,848,911 Warrants will be delivered to the Company

and will not be exercised. The issuance of Warrants exceeding the amount

delivered to shareholders is due to compliance with Section 11-12 of the

Norwegian Private Limited Liability Companies Act, which requires the general

meeting minutes to specify an exact number of Warrants to be issued. At the time

of the extraordinary general meeting, it was not possible to predict the

subscription rate of the Rights Issue. As a result, the Company's extraordinary

general meeting resolved to issue the maximum number of Warrants that could be

issued in the event of full subscription in the Rights Issue, and that any

surplus Warrants are to be subscribed for and returned to the Company.

All 397,213,376 Warrants will be listed and tradable on Euronext Growth Oslo for

a period commencing today, 20 January 2025 and ending at 16:30 (CET) on 10 March

2025. In addition, the Warrants will be listed on Nasdaq First North Growth

Market Sweden for a period commencing today, 20 January 2025 and ending at 16:30

(CET) on or about 10 March 2025.

One (1) Warrant entitle to the subscription of one (1) new share in the Company.

The subscription price upon exercise of the Warrants shall be NOK 0.10 per

share.

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.

Subscription and Guarantee Commitments:

In connection with the Rights Issue, the Company received subscription

commitments from board members Jörgen Lantto and Dennis Jones, amounting to

approximately 4.5 percent of the Rights Issue. To the extent the Rights Issue

was not fully subscribed, a consortium of guarantors, including board member

David Chew, agreed to subscribe and pay for units in the Rights Issue up to an

aggregate subscription rate corresponding of 28 percent of the Rights Issue (the

"Bottom Guarantee Commitments"). The consortium providing the Bottom Guarantee

Commitments received a 15 percent underwriting fee. In addition, the Company and

Fenja Capital (the "Top Guarantor") agreed that the Top Guarantor would

subscribe and pay for units in the Rights Issue up to 13.9 percent of the Rights

Issue (the "Top Guarantee Commitment"). The Top Guarantor received an 8 percent

underwriting fee.

Further information about the subscription commitments, the Bottom Guarantee

Commitments and the Top Guarantee Commitment is set out in the Prospectus.

Convertible Loan

The Top Guarantee Commitment was fulfilled through the partial set-off of NOK

5,514,472 of the Company's convertible loan, which was outstanding at the time

of the Top Guarantee Commitment and amounted to NOK 10,514,472 (the "2023

Convertible Loan"). In addition, the accrued interest under the 2023 Convertible

Loan, coupled with NOK 1,000,000 from the 2023 Convertible Loan, has been set

-off against the Top Guarantor's commitment under the Bottom Guarantee

Commitments.

The remaining balance of the 2023 Convertible Loan, in addition to an

arrangement fee of NOK 200,000, in total NOK 4,200,000, has been extended in the

form of a new convertible loan, which was resolved issued by the Company's board

of directors on 23 December 2024, in accordance with the authorization from the

Company's extraordinary general meeting on 3 December 2024.

The Company has also issued 60,000,000 contractual stock options to the Top

Guarantor (the "Stock Options"). The Stock Options can be exercised up until 31

December 2026 and each Stock Option entitles to subscribe to one (1) new share

in Zwipe at a price of 70 percent of VWAP during the ten trading days that

immediately precede every third month-end, starting in April 2025, however no

lower than the quota value of the Company's share and not higher than 150

percent of the subscription price in the Rights Issue. The Stock Options can be

exercised on 30 April 2025 at the earliest. The issuance of shares upon exercise

of the Share Options is contingent upon either a resolution by the Company's

general meeting to issue the corresponding shares in accordance with the

Norwegian Private Limited Liability Companies Act, or the Company's board

of directors issuing the shares pursuant to an authorization granted under

the Norwegian Private Limited Liability Companies Act.

For further information contact:

Robert Puskaric, CEO of Zwipe

E-mail: ir@zwipe.com

This information 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 07:00 CET on 20 January 2025.

About Zwipe

Zwipe believes the inherent uniqueness of every person is the key to a safer

future. We work with great passion across networks of international

organizations, industries and cultures to make convenience safe and secure. We

are pioneering next-generation biometric card and wearables technology for

payment and physical & logical access control and identification solutions. We

promise our customers and partners deep insight and frictionless solutions,

ensuring a seamless user experience with our innovative biometric products and

services. Zwipe is headquartered in Oslo, Norway, with a global presence.

To learn more, visit:

http://www.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, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia,

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.