The Directed Share Issues

As announced by the Company earlier today, on 11 June 2025, the Company had secured subscription undertakings of SEK 31.7 million in a directed share issue at a subscription price per share of SEK 1.705 (the “First Directed Share Issue”) and of SEK 37.95 million in a second directed share issue at a subscription price per share of SEK 2.28 (the “Second Directed Share Issue”). Accordingly, the Board of Directors of the Company has today, by virtue of the authorization granted by the Extraordinary General Meeting on 7 March 2025, resolved to issue up to 18,592,370 shares in the Directed Share Issue and up to 16,644,729 shares in the Second Directed Share Issue. The net proceeds from the Directed Share Issues will be used to accelerate the Company’s Bitcoin treasury strategy.

The investors in the First and Second Directed Share Issues are Eagle Rising AB, Adam Back, UTXO Management (through the fund 210k Capital, LP), Florence Aleida Aspinall, Karl Lindstedt, Gp13 Invest AS, Econ Invest AS, Dciiiak AS, Songa Capital AS, Alundo Invest AS, Gimle Invest AS, Steve Platz, Kristian Kirkegaard, John Bäck, Race Ventures Scandinavia AB, Emil Sandblom and Crafoord Capital Partners AB.

Further, the Company has received a request for conversion of the Convertible Loan of SEK 1.85 million from Klein Invest AS, as announced by the Company through a press release on 25 May 2025. Accordingly, and in accordance with the agreement on the Convertible Loan, the Board of Directors of the Company has today, by virtue of the authorization granted by the Extraordinary General Meeting on 7 March 2025, resolved to issue up to 1,442,307 shares at a subscription price per share of SEK 1.3 against payment by way of set-off of against the Convertible Loan (the “Third Directed Share Issue”).

Deviation from the shareholders’ preferential rights

The Board of Directors has carefully considered the possibility of raising capital through a rights issue but concluded that the Directed Share Issues, including the deviation from existing shareholders’ preferential rights, serve the best interests of the Company. This financing solution ensures swift access to capital, enabling the Company to deliver on its commercial strategy and pursue favorable investment opportunities, while reinforcing the Company’s strategic position through the involvement of value-aligned investors, including Adam Back whose involvement is considered of significant strategic value.

Further, the Directed Share Issues are deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue. A rights issue would also take longer time to implement which, especially under current market conditions, would entail an exposure to potential market volatility and 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.

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

The subscription price in the First Directed Share Issue was determined in the investment agreement with Eagle Rising AB concluded on 9 June 2025 and corresponds to the closing price of the Company’s share on Nordic SME on 5 June 2025, the trading day immediately preceding the investment agreement. The subscription price in the Second Directed Share Issue reflects the conversion price of any second tranche of convertible loans, as announced by the Company on 3 June 2025. The subscription price in the Third Directed Share Issue has been determined in the agreement on the Convertible Loan. The subscription prices have been determined through arm’s length negotiations with the investors and taking into account the Company's financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board of Directors’ judgement, based on the above factors, that the subscription prices reflect current market conditions and current demand. Against this background, the Board of Directors considers the subscription prices to be on market terms.

Share capital, shares and dilution

As a result of the First Directed Share Issue, the number of shares in the Company may increase by up to 18,592,370 and the Company’s share capital may increase by up to SEK 1,859,237, corresponding to a dilution of the number of shares and votes in the Company of approximately 13.7 based on the number of shares in the Company after the First Directed Share Issue.

As a result of the Second Directed Share Issue, the number of shares in the Company may increase by up to 16,644,729 and the Company’s share capital may increase by up to SEK 1,664,472.90, corresponding to a dilution of the number of shares and votes in the Company of approximately 12.4 based on the number of shares in the Company after the Second Directed Share Issue.

As a result of the conversion of the Convertible Loan, the number of shares in the Company may increase by up to 1,442,307 and the Company’s share capital may increase by up to SEK 144,230.7, corresponding to a dilution of the number of shares and votes in the Company of approximately 1.2 percent based on the number of shares in the Company after the conversion.