The Share Issue relates to conversion of a loan amount of €750,000 including accrued interest at the request of a Company lender, Ivo van Laar Beheer B.V, pursuant to a loan agreement disclosed on 12 January 2024 (previous press release here).

Each share is issued at a subscription price of €0.015 pursuant to the terms of the loan agreement, corresponding to a premium of 7.3 percent relative to the volume-weighted average price for the Company’s share on Nasdaq First North during the period from and including 12 February 2024 up to and including 23 February 2024 (last 10 trading days before the Share Issue resolution) (VWAP). Considering the pricing method applied, the board of directors considers that the subscription price is set on fair market terms and conditions.

The reason for the deviation from shareholders’ preferential rights is to fulfil the company’s contractual obligations under a loan agreement entered into with Ivo van Laar Beheer B.V. in January 2024. The Share issue furthermore provides for a cashflow efficient debt settlement and strengthening of the Company’s balance sheet and solvency. In combination with the subscription price in the Share Issue, the board of directors considers the Share Issue to be in the interest of the Company and the shareholders.

The Share Issue will increase the number of outstanding shares in the Company from 1,025,928,865 to 1,076,345,531. The share capital will increase by approximately €13,200.38, from approximately €268,614.68 to approximately €281,815.07. Dilution from the Share Issue amounts to approximately 4.68 percent of share capital and votes.