Norwegian Block Exchange AS: Key information regarding potential subsequent offering

Oslo, 4 March 2024. Reference is made to the announcement by Norwegian Block
Exchange AS ("NBX" or the "Company") on 4 March 2024 regarding the private
placement of 21,000,000 new shares in the Company (the "Private Placement") at a
subscription price of NOK 0.60 (the "Offer Price").
 
The Company intends to carry out a subsequent share offering (the "Subsequent
Offering") with non-tradeable subscription rights of up to 4,200,000 new shares
in the Company at the Offer Price, directed towards existing shareholders in the
Company as of 4 March 2024 (as registered with the VPS two trading days
thereafter, the Record date) who; (i) were not allocated Offer Shares in the
Private Placement and (ii) are not resident in jurisdictions where such offering
would be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action.
 
Date for announcement of terms: 4 March 2024
 
Last day including right to receive subscription rights: 4 March 2024
 
First day excluding right to receive subscription rights: 5 March 2024
 
Record date: 6 March 2024
 
Date of approval: On or about 20 March 2024 (extraordinary general meeting grant
of authorisation)
 
Maximum number of new shares: 4,200,000
 
Subscription price: NOK 0.60
 
Shall the subscription rights be listed: No
 
The Subsequent Offering will be subject to, among other things, (i) completion
of the Private Placement, (ii) relevant corporate resolutions including approval
by the extraordinary general meeting and (iii) the prevailing market price of
the Company's shares being higher than the Offer Price. The Company reserves the
right in its sole discretion to not conduct or cancel the Subsequent Offering.
The Board will propose that a general meeting, expected to be held on or about
20 March 2024, resolves an authorisation for the Board of Directors to implement
the Subsequent Offering on the terms and conditions set out above.
 
The subscription period in the Subsequent Offering will, subject to the above
conditions, commence after the resolution by the extraordinary general meeting
to be held on or about 20 March 2024.
 
For more information, please contact:
Stig Kjos-Mathisen, CEO Norwegian Block Exchange AS
Email: [e-mail]
Tel: [phone]
 
This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Growth Oslo and section
5-12 of the Norwegian Securities Trading Act.
 
Important notice:
 
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 Company 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.
 
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 from the United States, Australia, Canada, Japan, The
Hong Kong Special Administrative Region of the 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.
 
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission or an exemption
from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any securities referred to herein
in the United States or to conduct a public offering of securities in the 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. 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 the
European Parliament and of the Council, of 14 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 the United 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 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.

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