NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANYSTATE OF THE UNITED STATES OF AMERICA AND THEDISTRICT OF COLUMBIA ) (THE "UNITED STATES "),AUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA ORJAPAN , OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Oslo ,9 April 2024 . Reference is made to the stock exchange notices fromNorwegian Block Exchange AS ("NBX" or the "Company") on 4 and 5 ofMarch 2024 regarding the completion of a private placement (the "Private Placement") and the contemplated subsequent offering (the "Subsequent Offering") as described therein. Reference is also made to the stock exchange announcement published on 19 ofApril 2024 regarding the final allocation of shares in the Private Placement and the stock exchange on 4 ofMarch 2023 regarding the completion of the extraordinary general meeting, where the resolution to issue the shares in the Private Placement was made, and where the Company's board of directors (the "Board of Directors") was granted authorization to increase the share capital for the purpose of completing the Subsequent Offering. The Board of Directors has today resolved to proceed with the Subsequent Offering of up to 4,200,000 new shares (the "Offer Shares "), which may raise total gross proceeds of up toNOK 2,520,000 . The Subsequent Offering will be directed towards existing shareholders in the Company as of the end of trading on4 March 2024 , as registered in the Norwegian Central Securities Depositary - Euronext Securities Oslo ("Verdipapirsentralen" or "VPS") on6 March 2024 (the "Record Date"), 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 for jurisdictions other thanNorway , would require any prospectus filing, registration or similar action (the "Eligible Shareholders"). In addition, shareholders and investors that participated in the Private Placement (the "Secondary Subscribers") shall have a secondary right to subscribe for the Offer Shares. The subscription period in the Subsequent Offering commences on10 April 2024 at 09:00 hours (CEST) and will end on17 April 2024 at 16:30 hours (CEST) (the "Subscription Period"). If fully subscribed, the Subsequent Offering will raise gross proceeds ofNOK 2,520,000 . The subscription price per Offer Share isNOK 0.6 (the "Subscription Price"), which is equal to the subscription price in the Private Placement. In the Subsequent Offering, Eligible Shareholders, will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocatedOffer Shares at the Subscription Price. Each Eligible Shareholder will be granted a certain number of subscription rights for each existing share registered as held by such Eligible Shareholder as of the Record Date. The number of subscription rights granted to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each whole Subscription Right will provide 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. Subscription rights that are not used to subscribe forOffer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The completion of the Subsequent Offering, including the issue and delivery of the Offer Shares, is subject to (i) theNorwegian Financial Supervisory Authority approving the application for the share capital increase pertaining to the Private Placement, as resolved by the extraordinary general meeting on4 April 2024 , ii) the corporate resolutions of the Company required to implement the Subsequent Offering, including issue of the Offer Shares, being validly made, (iii) theNorwegian Financial Supervisory Authority approving the application for the share capital increase pertaining to the Subsequent Offering, and (iv) the share capital increase pertaining to the issuance of the allocatedOffer Shares being validly registered with theNorwegian Register ofBusiness Enterprises and the allocatedOffer Shares being validly issued and registered in VPS. An invitation letter (the "Invitation Letter") and a company presentation is prepared in connection with the Subsequent Offering, which sets out the terms and conditions for the Subsequent Offering and includes a description of certain risk factors pertaining to the Company, its shares, and the Subsequent Offering. The Invitation Letter and the specific number of subscription rights for each Eligible Shareholder will be published prior to the start of the subscription period, and will also be made available at websites of Norne Securities AS. Norne Securities AS is acting as settlement agent for the Subsequent Offering.Advokatfirmaet Selmer AS is acting as legal counsel to the Company in the Subsequent Offering. For more information, please contact:Stig Kjos-Mathisen , CEONorwegian Block Exchange AS Email: stig.aleksander.kjos-mathisen@nbx.com Tel: +47 93 28 75 72 ------------- About Norwegian Block Exchange (NBX) NBX is a financial services company building products and services based on digital assets. NBX is registered with theNorwegian Financial Supervisory Authority and is listed on Oslo Stock Exchange Euronext Growth. Important notice: This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Norne Securities AS nor any of its respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company. This announcement is not an offer for sale of securities. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold inthe United States absent registration with theU.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of theU.S. Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any securities referred to herein inthe United States or to conduct a public offering of securities inthe United States . Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or fromthe United States ,Australia ,Canada ,Japan ,The Hong Kong Special Administrative Region ofthe People's Republic of China ,South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 of theEuropean Parliament and of the Council, of14 June 2017 , (together with any applicable implementing measures in any EEA Member State. This communication is only being distributed to and is only directed at persons in theUnited 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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Norne Securities AS and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. 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 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.
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