NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INCANADA ,JAPAN ,AUSTRALIA ,HONG KONG ,SOUTH AFRICA ,NEW ZEALAND ,THE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Reference is made to the stock exchange announcements byAyfie Group AS ("Ayfie" or the "Company") regarding a fully underwritten rights issue (the "Rights Issue") of 1,250,000 new shares (the "Offer Shares "), at a subscription price ofNOK 8.00 , raising gross proceeds ofNOK 10 million . The subscription period for the Rights Issue (the "Subscription Period") expired on7 November 2023 , at 16:30 hours (CET). At the expiry of the Subscription Period, the Company had received valid subscriptions for a total of 1,250,000Offer Shares . The final allocation of the Offer Shares has now been completed based on the allocation criteria set out in the subscription form prepared by the Company in connection with the Rights Issue, dated23 October 2023 (the "Subscription Form"). The final allocation shows that: - 9,494Offer Shares have been allocated based on validly exercised subscription rights during the subscription period; - 4,075Offer Shares have been allocated on a pro rata basis based on the number of subscription rights exercised by each over-subscriber to subscribers who have exercised their subscription rights and over-subscribed; and - 1,236,431Offer Shares have been allocated to underwriters on a pro-rata basis based on the respective underwriting obligations described in the terms and conditions set out in the underwriting agreements of the Rights Issue (i.e., not based on subscription rights). Notification of allocatedOffer Shares and the corresponding subscription amount to be paid by each subscriber will be distributed on8 November 2023 . The payment date for the Offer Shares will be on10 November 2023 . The Offer Shares may not be transferred or traded before they have been fully paid by all subscribers and the share capital increase pertaining to the Rights Issue has been registered with theNorwegian Register ofBusiness Enterprises . Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the Company's new share capital following the Rights Issue will be registered with theNorwegian Register ofBusiness Enterprises on or about16 November 2023 . Subject to the aforementioned, it is expected that the Offer Shares will be tradable on Euronext Growth on or about16 November 2023 and that the Offer Shares will be delivered to subscribers on or about17 November 2023 . Advisers:Pareto Securities AS has been retained by the Company to act as manager for the Rights Issue. Advokatfirmaet Schjødt AS is acting as legal adviser to the Company in connection with the Rights Issue. For additional questions, please contact:Herman Sjøberg , CEO (+47 926 62 233 / herman.sjoberg@ayfie.com)Lasse Ruud , CFO (+47 930 90 008 / lasse.ruud@ayfie.com) Ayfie | ayfie.com Ayfie is a leading software provider specializing in data search and generative AI. With more than 15 years' experience, we have honed our skills in transforming unstructured data into valuable insights that benefit both large enterprises, medium businesses, and individuals. In 2023, we took a giant leap forward by integrating generative artificial intelligence into our platform. This innovation provides users with a unique way to interact with their data, creating new, powerful, and actionable insights. Our mission is to help you extract and generate structured insights from unstructured sources to drive your success. Important information The release is not for publication or distribution, in whole or in part directly or indirectly, in or intoCanada ,Japan ,Australia ,Hong Kong ,South Africa ,New Zealand , orthe United States (including its territories and possessions, any state ofthe United States and theDistrict of Columbia ). This release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, inthe United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold inthe United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities inthe United States or to conduct a public offering of the securities inthe United States . Copies of this announcement are not being made and may not be distributed or sent intoCanada ,Japan ,Australia ,Hong Kong ,South Africa ,New Zealand , orthe United States . This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Manager is acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release. Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
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