26.9.2024 08:49:08 CEST | Huddlestock Fintech AS | Inside information

NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL

Reference is made to the stock exchange notice by Huddlestock Fintech AS ("Huddlestock" or the "Company") today, 26 September 2024 regarding the successful completion of a private placement of 23,593,166 new shares in the Company raising gross proceeds of NOK 14,155,899.60 (the "Private Placement"), and a potential subsequent share offering (the "Subsequent Offering").

The Company may, subject to completion of the Private Placement and certain other conditions, decide to carry out a Subsequent Offering. The Subsequent Offering will be conducted at a price of NOK 0.60 per share (the "Subscription Price") for up to 9,750,000 new shares in the Company towards existing shareholders in the Company as of 25 September 2024 (as registered in 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 a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action ("Eligible Shareholders"). Each Eligible Shareholder will receive, without additional payment 1 unlisted warrants (the "Warrants") per share issued and allocated in the Subsequent Offering, having a strike price of NOK 0.60 exercisable from registration and until 12 months after registration.

The following key information is given with respect to the Subsequent Offering:

* Date on which the terms and conditions of the repair issue were announced: 26 September 2024

* Last day including right: 25 September 2024

* Ex-date: 26 September 2024

* Record date: 27 September 2024

* Maximum number of new shares: 9,750,000

* Subscription price: NOK 0.60 per share

The Subsequent Offering will be subject to (i) a desicion by the Company's board of directors (the "Board") to initiate the Subsequent Offering; an extraordinary general meeting of the Company resolving an authorisation to the board to issue the shares related to the Subsequent Offering, under which Eligible Shareholders will receive subscription rights based on their registered shareholdings as of the Record Date; and publication of a prospectus (the "Prospectus") by the Company. The subscription period for any Subsequent Offering is expected to commence by end of Q4 2024.

For additional information, please contact:

* Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982 15 520, leif.thomas@huddlestock.com

* John Egil Skajem, Investor relations and corporate development officer, Huddlestock Fintech AS, +47 4188 7412, john.skajem@huddlestock.com

***

DISCLOSURE REGULATION

This information is subject to a duty of disclosure pursuant to the Company's continuing obligations as a company listed on Euronext Growth Oslo. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Leif Arnold Thomas, at Huddlestock Fintech AS on the date and time provided.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

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 as amended (together with any applicable implementing measures in any 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation 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 announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Disclosure regulation

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Contacts

• John E. Skajem, Chief Corporate Development / Investor Relations, Huddlestock Fintech, +47 418 87 412, john.skajem@huddlestock.com
• Leif Arnold Thomas, Chief Executive Officer, Huddlestock Fintech AS, +47 982 15 520, leif.thomas@huddlestock.com

About Huddlestock Fintech AS

Huddlestock is an innovative technology software provider through its Investment-as-a-service offering, with full operational service support and a leading financial Consultancy services business. We deliver innovative and sustainable technology and operational solutions to companies offering financial products and services.

Find out more at huddlestock.com

Attachments

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