The Directed Share Issue

The Board of Directors of the Company has today, by virtue of the authorization granted by the Extraordinary General Meeting held on 7 March 2025, resolved on the Directed Share Issue, raising gross proceeds of approximately SEK 74 million. The investors in the Directed Share Issue are Benjamin Calvin Brodhead, Robbie van Den Oetelaar, Michael Gumprecht, Bob Jansen, Richard Byworth, Gerben Moesbergen and Raymond Beerens (the “Investors”).

The subscription price per share of SEK 8.55 in the Directed Share Issue corresponds to a discount of 10 percent compared to the closing price of the Company’s share on Nordic SME on 27 June 2025, the trading day immediately preceding the Directed Share Issue, and has been determined through negotiations at arms-length with the Investors. The net proceeds will be used for general corporate purposes and to further pursue the Company's Bitcoin Treasury Strategy

For more information about the Company’s Bitcoin Treasury Strategy, please refer to the separate press release published earlier today.

Deviation from the shareholders’ preferential rights

The reason for the deviation from the shareholders’ preferential rights is that the Board of Directors carefully has considered the possibility of raising capital through a rights issue but concluded that a deviation from the shareholders’ preferential rights serves the best interests of the Company and its shareholders, mainly as (i) a rights issue would take longer time to implement which, especially under current markets conditions, would entail an exposure to potential market volatility; (ii) the Directed Share Issue can be carried out at a significantly lower cost and complexity than a rights issue; (iii) the speed of the process enables the Company to pursue investment opportunities within the framework of its Bitcoin Treasury Strategy, while at the same time maintaining a flexible and balanced capital structure; and (iv) the Directed Share Issue diversifies and strengthens the Company's shareholder base with strategically important investors, thereby broadening the base of financially strong shareholders and strengthening the liquidity of the Company's share.

Furthermore, a rights issue would likely have required significant underwriting commitments from an underwriting syndicate, which would have entailed additional costs and/or further dilution depending on the type of consideration paid for such underwriting. A rights issue would likely also have needed to be realized at a lower subscription price given the discount levels of rights issues recently realized in the market.

With the above considered, the Board of Directors has made the assessment that the reasons to carry out the Directed Share Issue outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders and that the Directed Share Issue is the most favorable alternative for the Company to carry out the capital raising.

The subscription price corresponds to a discount of 10 percent compared to the closing price of the Company’s share on Nordic SME on 27 June 2025, the trading day immediately preceding the Directed Share Issue, and has been determined through negotiations at arms-length with the Investors. It is the Board of Directors’ judgement, based on the above factors, that the subscription price reflects current market conditions and current demand. Against this background, the Board of Directors considers the subscription price to be on market terms.

Share capital, shares and dilution

As a result of the Directed Share Issue, the number of shares in the Company will increase by up to 8,619,880, and the Company’s share capital will increase by up to SEK 861,988. Based on the current number of outstanding shares (117,089,006) and considering 116,079,639 shares pending registration from previously announced equity issues and debt conversions, the total number of shares in the Company will amount to 241,788,525 after the Directed Share Issue. The Directed Share Issue thus entails a dilution of approximately 3.6 percent of the total number of shares and votes in the Company.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.

This press release does not constitute or form part of an offer or solicitation 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 US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable 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 the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, South Africa, South Korea, Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EES and no prospectus has been published or will be published in connection with the Directed Share Issue. In each member state of the EES, this message is only directed towards “qualified investors” in that member state in accordance with the definition in the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (according to the definition in article 86(7) of the British Financial Services and Markets Act 2000) 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 British Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company’s shares. Any investment decision to acquire or subscribe for new shares in the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. This press release does not constitute a recommendation for any investors' decisions regarding the Directed Share Issue. Each investor or potential investor should conduct an examination on their own, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or expectations about the Company’s future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these assumptions are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake 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 press release, unless this is required under law or Nordic Growth Market NGM AB’s Rules for companies whose shares are listed on Nordic SME.