Adthink : NFTY (Adthink) sets up a financing of €3M

Press release

Tassin-la-Demi-Lune, France

December 24, 2021, 3:00pm CET

For immediate release

NFTY (Adthink) sets up

a fnancing of €3M

Adthink (ENXTPA:ALADM), soon NFTY at the end of the next General Meeting to be held on January 11, 2022, announces its intention to set up with Alpha Blue Ocean ("Investor"), a redeemable bond loan for a maximum amount of €3,000,000 over 3 years, available in increments of €750,000.

This new innovative fnancing solution would be carried out on the basis of the 3rd resolution of the Extraordinary General Meeting called to meet on January 11, 2022.

For each tranche, Adthink would issue CB (interest free Convertible Bonds into depreciable shares) which would be subscribed at 95% of their nominal value.

The issue price of the new shares resulting from the conversion of the CB would be equal to the lowest average price weighted by the volumes of the Adthink share on Euronext Growth Paris during the ffteen trading sessions preceding their issue (no discount).

For each tranche, the Investor:

• limit the total nominal value of CB converted monthly to €100,000, and
• would be limited daily to selling the new shares thus issued up to a limit of 20% of the volumes traded.

In the context of the current market parameters, in particular those of the Adthink share and the specifc innovative conditions of the CB, in particular those listed above, the execution of the envisaged transaction should not have a negative impact on the company's stock market price.

Adthink (dba NFTY) - Joint-stock company with capital of 1,839,150 EUR - SIREN: 437733769 - Euronext: ALADM / FR0010457531	1/4
81 rue François Mermet 69160 Tassin-la-Demi-Lune, France - Phone: [phone] - http://nfty.inc

"This innovative fnancing solution will meet the specifc needs of Adthink by aligning the interests of each party with those of existing shareholders. The net proceeds from the issue will be used for the general needs of the Group, the working capital required to accelerate our performance advertising activities as well as the technical and commercial development of our new NFT marketing services. I would like to thank Alpha Blue Ocean for their confdence in our projects", declares Jonathan Métillon, CEO of Adthink.

An extract from the preliminary term sheet is provided in the annex to this press release.

About NFTY

NFTY is the brands NFT and blockchain marketing platform. With 20 years of digital marketing expertise and thousands of clients served, NFTY now supports clients in product innovation and development, digital advertising, infuencer marketing and monetization in new decentralized universes.

The NFTY group is based in Lyon and has 32 employees at the end of June 2021. Its 2020 turnover amounts to 10.24 million euros. NFTY (Adthink) is listed on the Euronext Growth Paris market (ALADM - FR0010457531) and is eligible to the French PEA and PEA-PME.

Learn more at:nfty.incetadthink.com/fr/investors

Follow us on:linkedin.com/company/adthink/

Listing Sponsor: Genesta, Hervé Guyot, Phone: [phone], email: [e-mail]

About Alpha Blue Ocean

Created in 2017 by Pierre Vannineuse, Hugo Pingray and Amaury Mamou-Mani, Alpha Blue Ocean is a young and dynamic family ofce whose vocation is to revolutionize the fnancial industry by ofering alternative solutions in constant innovation.

Alpha Blue Ocean implements a direct, rational and efcient approach, ofering fnancing solutions in line with the specifc constraints of its clients. In other words fexible solutions for listed companies, also known as private placements or PIPE (Private Investment in Public Equity).

Available worldwide, Alpha Blue Ocean has, among others, supported in France: AB Science, DBT, Erytech, Eurasia, Europlasma, Neovacs, Pharnext, Safe Orthopedics or Voluntis.

Contact: Frédéric Sutterlin, tel. : [phone], email: [e-mail]

Adthink (dba NFTY) - Joint-stock company with capital of 1,839,150 EUR - SIREN: 437733769 - Euronext: ALADM / FR0010457531	2/4
81 rue François Mermet 69160 Tassin-la-Demi-Lune, France - Phone: [phone] - http://nfty.inc

ANNEX

Extract from the preliminary term sheet1

Company	Adthink
Incorporation	France
Market	Euronext Growth Paris
Investor	WGTO Securitization Fund (Luxembourg Registered Securitization Fund: B 124.207)
		or an Afliate of WGTO
Investment Advisor	ABO Securities will act as agent and perform all administrative functions
Arranger	Investment Advisor
Term Sheet Expiration	20 Business Days
Renewable	The Agreement and its associated Total Commitment is renewable at the
		Company's option, under the same conditions on a yearly basis until the Long Stop
		Date
Long Stop Date	Three (3) years from the date of signing defnitive documentation ("Signing")
Use of Proceeds	General Corporate Purpose - Unrestricted Use of Proceeds
Securities	Interest free Convertible Bonds into depreciable shares ("CB")
Total Commitment	Interest free Convertible Bonds into depreciable shares ("CB") program to purchase
		up to EUR 3'000'000 (Three Million Euros)
Execution	The Company may draw upon the program for the frst time upon closing of the
		transaction and then periodically subject to (a) all previously issued Convertible
		Bonds being converted, or (b) the Cool Down Period having elapsed.
Tranches	Four (4) sequential tranches each of aggregate nominal amount EUR 750'000
		(Seven Hundred Fifty Thousand Euros) in Convertible Bonds available for
		disbursement at the end of each relevant Cool Down Period.
		The Company will be able to draw up to a maximum of Four (4) tranches per
		request.
Investor Call	The Company covenants to drawdown up to a maximum of one (1) tranche on
		demand of the Investor.
Tenor	Twelve (12) months from Issuance
Coupon	None (0%)
Convertible Bonds Subscription	Ninety-fve percent (95%) of the Par Value
Conversion	At any time upon delivery of a conversion notice, the Investor may request that the
		Convertible Bonds be converted into a certain number of freely tradable shares of
		the Company equal to the aggregate nominal value of the Convertible Bonds being
		converted divided by the applicable Conversion Price.
		The conversion of the Convertible Bonds into new or existing freely tradable shares
		of the Company is mandatory, at the latest at maturity of the Convertible Bonds.
1 Translated from French.

Adthink (dba NFTY) - Joint-stock company with capital of 1,839,150 EUR - SIREN: 437733769 - Euronext: ALADM / FR0010457531	3/4
81 rue François Mermet 69160 Tassin-la-Demi-Lune, France - Phone: [phone] - http://nfty.inc

Conversion Price	shall be one-hundred percent (100%) of the lowest closing VWAP observed over the
	Pricing Period, without being able to be less than 75% of the average of the average
	weighted price of the last three (3) trading days preceding the issuance

General Ofering Conditions

1. The Company has corporate shareholders' delegations in place with sufcient authorized capital or has arranged a shareholder meeting to satisfy the legal and regulatory requirements in connection with the transaction.
2. The issuance shall be made without preferential subscription rights of the existing shareholders or holders of securities granting access to the Company's capital.
3. The Defnitive Agreement is governed by French Laws and Regulations.
4. The Investor may terminate the program if a material adverse efect has occurred.
5. The Investor covenants not to convert in excess of EUR 100'000 (One Hundred Thousand Euros) over a given month. It being specifed that the Investor may decide to convert more over a given month should the closing share price trade above EUR 2.50.
6. The Investor may delay the subscription to a given tranche if the market capitalization of the Company is below EUR 5,000,000.

1. The Company shall pay a Commitment Fee equal to two percent (2%) of Total Commitment, in Convertible Bonds or in cash, upon the disbursement of each tranche.

1. The defnitive agreement is subject to all required corporate authorizations by Adthink's corporate bodies.
2. The defnitive terms and conditions of this program shall be agreed upon by all parties involved upon signing of the defnitive contractual documentation.
3. The defnitive agreement shall be in line with all requirements of the AMF and Euronext Paris.

Defnitions

1. "Afliate" shall mean a person or entity that directly or indirectly controls, is controlled by, or is under common control with, another person or entity. Examples of afliates include executive ofcers, directors, large stockholders, subsidiaries, parent entities and sister companies.
2. "VWAP" as published by Bloomberg LP, is a trading benchmark calculated by dividing the total value traded (sum of price times trade size) by the total volume (sum of trade sizes), taking into account every qualifying transaction. Depending on the condition codes of the transaction and the condition codes included in the Bloomberg defned VWAP calculation, a transaction may or may not be deemed qualifying. Historical values may also be adjusted on receipt of qualifying delayed trades.
3. "Cool Down Period" shall mean a period of one hundred (100) trading days.
4. "Pricing Period" shall mean a period of ffteen (15) trading days immediately preceding the issuance of a conversion notice by the Investor.

Adthink (dba NFTY) - Joint-stock company with capital of 1,839,150 EUR - SIREN: 437733769 - Euronext: ALADM / FR0010457531	4/4
81 rue François Mermet 69160 Tassin-la-Demi-Lune, France - Phone: [phone] - http://nfty.inc