NOT FOR PUBLICATION, DISTRIBUTION, OR DISCLOSURE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH ACTION WOULD BE PROHIBITED BY LAW OR REQUIRE REGISTRATION OR OTHER MEASURES. SEE ALSO THE SECTION "IMPORTANT INFORMATION" BELOW.

ZignSec AB (publ) ("ZignSec" or the "Company") hereby announces its intention to carry out a directed issue of shares and warrants of approximately SEK 8 million through an accelerated bookbuilding procedure (the "Directed Issue"). ZignSec has engaged Vator Securities as Sole Bookrunner in connection with the Directed Issue. The purpose of the Directed Issue is to finance growth outside Europe by expanding the Company's market presence in Asia Pacific and South America.

The Directed Issue

ZignSec intends to carry out a directed issue of shares and warrants series TO1 in order to finance growth outside Europe by expanding the Company's market presence in Asia Pacific and South America. The Board therefore announces today, 27 November 2023, that the Company intends to carry out an issue of shares and warrants of series TO1 of approximately SEK 8 million directed to Swedish professional investors. ZignSec has engaged Vator Securities AB as Sole Bookrunner in connection with the Directed Issue. The issue decision regarding shares is intended to be made with the support of authorisation from the annual general meeting 2023 in the Company. The issue decision regarding warrants is intended to be decided by the board of directors subject to the subsequent approval of the general meeting.

The subscription price and the number of newly issued shares and warrants in the Directed Issue will be determined through an accelerated bookbuilding procedure which will be initiated immediately after the publication of this press release and carried out by Vator Securities. The outcome of the accelerated bookbuilding procedure, pricing and announcement of allotment of new shares and warrants is expected to take place before the commencement of trading on Nasdaq First North Stockholm at 09.00 CET on 28 November 2023. The time for the last registration of interest, pricing and allotment in the accelerated bookbuilding procedure is determined by the Company and the Company may at any time shorten, extend, increase, reduce, or cancel and refrain from carrying out the Directed Issue in whole or in part. The outcome of the Directed Issue will be announced by the Company through a press release after the accelerated bookbuilding procedure has been finalised.

Considerations

Prior to the decision to investigate the conditions for the Directed Issue, the Board of Directors has carefully considered alternative financing solutions, including the conditions for carrying out a rights issue. However, the board of directors has found, in an overall assessment and after careful consideration, that an issue with deviation from the shareholders' preferential rights is the most favourable for the Company and its shareholders. A rights issue would, according to the board of directors' assessment, be significantly more costly for the Company and take significantly longer to implement. Furthermore, a rights issue would, in the board of directors' assessment, have to be carried out at a lower issue price and entail an increased exposure to potential market volatility compared to a directed issue. In this regard, the Board of Directors has also taken into account previously completed rights issues and their outcomes. In view of the above, the Board of Directors has made the assessment that the Directed Issue with deviation from the shareholders' preferential rights is the most favourable alternative for ZignSec to finance the planned growth outside Europe.

As the subscription price in the Directed Issue will be determined through an accelerated bookbuilding procedure, the Board of Directors considers that the marketability of the subscription price is ensured.

Extraordinary General Meeting

Provided that the Board of Directors resolves on the Directed Issue, an extraordinary general meeting of the Company will be convened to resolve to approve the resolution regarding the issue of warrants.

Advisors

Vator Securities AB is sole global coordinator and bookrunner and Eversheds Sutherland Advokatbyrå AB is legal advisor to ZignSec in connection with the Directed Issue.

For more information, please contact

Glenn Mac Donald, CEO
Tel: +31 647 19 26 22
Glenn.macdonald@zignsec.com

About ZignSec
ZignSec is a technology group in the rapidly growing RegTech industry. The company provides a SaaS platform with real-time digital customer knowledge and ID verification solutions with global reach. The solutions are used by companies who in turn can optimise their processes to "onboard" both business customers and consumers while ensuring compliance with ever-changing local and global regulatory requirements for Know Your Customer (KYC) and Anti Money Laundering (AML).

Nasdaq First North Ticker Symbol: ZIGN

Certified Adviser: Eminova Fondkommission AB, Tel: +46 8 684 211 00

IMPORTANT INFORMATION

THE PUBLICATION, RELEASE OR DISTRIBUTION OF THIS PRESS RELEASE MAY, IN CERTAIN JURISDICTIONS, BE SUBJECT TO LEGAL RESTRICTIONS AND PERSONS IN THE JURISDICTIONS IN WHICH THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH LEGAL RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN IN ACCORDANCE WITH THE APPLICABLE RULES IN EACH JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION, NEITHER FROM THE COMPANY NOR FROM ANYONE ELSE.

THIS PRESS RELEASE IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION, OR AN EXEMPTION FROM REGISTRATION, UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION, AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO MAKE 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, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND PROVINCES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, SINGAPORE, NEW ZEALAND, JAPAN, SOUTH KOREA, CANADA, HONG KONG OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION OF THIS INFORMATION WOULD BE UNLAWFUL OR WHERE SUCH ACTION IS SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES OTHER THAN THOSE REQUIRED BY SWEDISH LAW. ACTIONS CONTRARY TO THESE INSTRUCTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

IN THE UNITED KINGDOM, THIS DOCUMENT AND ANY OTHER MATERIAL RELATING TO THE SECURITIES REFERRED TO HEREIN IS ONLY BEING DISTRIBUTED AND DIRECTED TO, AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH, "QUALIFIED INVESTORS" WHO ARE (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (II) PERSONS OF HIGH NET WORTH REFERRED TO IN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS NOTICE RELATES IS AVAILABLE IN THE UNITED KINGDOM ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED ON THIS ANNOUNCEMENT AND SHOULD NOT ACT OR RELY ON IT.

FORWARD-LOOKING STATEMENTS

TO THE EXTENT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, SUCH STATEMENTS DO NOT REPRESENT FACTS AND ARE CHARACTERISED BY WORDS SUCH AS "WILL", "EXPECT", "BELIEVE", "ESTIMATE", "INTEND", "INTEND", "ASSUME" AND SIMILAR EXPRESSIONS. SUCH STATEMENTS EXPRESS ZIGNSEC'S INTENTIONS, OPINIONS OR CURRENT EXPECTATIONS OR ASSUMPTIONS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON CURRENT PLANS, ESTIMATES AND PROJECTIONS THAT ZIGNSEC HAS MADE TO THE BEST OF ITS ABILITY BUT WHICH ZIGNSEC DOES NOT CLAIM WILL BE ACCURATE IN THE FUTURE. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT ARE DIFFICULT TO PREDICT AND ARE GENERALLY BEYOND THE CONTROL OF ZIGNSEC. IT SHOULD BE KEPT IN MIND THAT ACTUAL EVENTS OR OUTCOMES MAY DIFFER MATERIALLY FROM WHAT IS CONTEMPLATED OR EXPRESSED IN SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE COMPANY NOR ANYONE ELSE UNDERTAKES ANY OBLIGATION TO REVIEW, UPDATE, CONFIRM OR RELEASE ANY REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS THAT OCCUR OR CIRCUMSTANCES THAT ARISE IN RELATION TO THE CONTENT OF THIS PRESS RELEASE, EXCEPT AS REQUIRED BY LAW OR THE NASDAQ FIRST NORTH GROWTH MARKET'S RULES FOR ISSUERS.

INFORMATION TO DISTRIBUTORS

IN ORDER TO FULFIL THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED IN: (A) DIRECTIVE 2014/65/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL ON MARKETS IN FINANCIAL INSTRUMENTS, AS CONSOLIDATED, ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593, WHICH COMPLEMENTS MIFID II; AND (C) NATIONAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS") AND TO DISCLAIM ANY EXTRA-CONTRACTUAL, INTRA-CONTRACTUAL OR OTHER LIABILITY TO WHICH ANY "MANUFACTURER" (WITHIN THE MEANING OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE BE SUBJECT, THE OFFERED SHARES HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT THESE SECURITIES ARE: (I) SUITABLE FOR A TARGET MARKET CONSISTING OF RETAIL INVESTORS AND INVESTORS WHO FULFIL THE CRITERIA FOR PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II; AND (II) SUITABLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS PERMITTED UNDER MIFID II (THE "TARGET MARKET ASSESSMENT"). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE COMPANY'S SHARES OR WARRANTS MAY FALL AND INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT; THAT THE COMPANY'S SHARES AND WARRANTS DO NOT CARRY ANY GUARANTEE OF RETURN OR CAPITAL PROTECTION; AND THAT AN INVESTMENT IN THE COMPANY'S SHARES OR WARRANTS IS SUITABLE ONLY FOR INVESTORS WHO DO NOT REQUIRE A GUARANTEED RETURN OR CAPITAL PROTECTION AND WHO (ALONE OR WITH THE HELP OF AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSSES THAT MAY RESULT FROM SUCH AN INVESTMENT. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO ANY OTHER REQUIREMENTS RELATING TO CONTRACTUAL, LEGAL OR REGULATORY RESTRICTIONS ON THE SALE OF THE PRIVATE PLACEMENT. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE SECURITIES OF THE COMPANY. EACH DISTRIBUTOR IS RESPONSIBLE FOR CARRYING OUT ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE COMPANY'S SHARES AND FOR DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

This information is information that ZignSec is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2023-11-27 19:20 CET.

Attachments

ZignSec intends to carry out a directed issue of shares and warrants

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