Black Sea Property AS - Conditional Private Placement successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE 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 published by Black Sea
Property AS (the "Company", and together with its consolidated subsidiaries, the
"Group") on 26 September 2023 regarding a contemplated conditional private
placement (the "Private Placement") consisting of up to 26,000,000 new shares
(the "Offer Shares") at a fixed subscription price of NOK 0.25 (the "Offer
Price"), thereby raising gross proceeds of up to NOK 6.5 million, and on 29
September 2023 regarding the extension of the application period for the Private
Placement until 2 October at 16.30 CEST. 

Following the expiry of the subscription period, the Company is pleased to
announce that it has raised NOK 5,822,237 in gross proceeds through the
allocation of 23,288,948 Offer Shares. 

The net proceeds from the Private Placement will be utilized towards a mandatory
payment of incurred interest under EPO Aheloy's credit facility with Penchev
Consult, due in November 2023. Together with the Company's available liquidity,
the amount raised in the Private Placement will be sufficient to fund the
Company's portion of the interest payment to Penchev Consult.

Completion of the Private Placement is subject to the satisfaction of the
following conditions; (i) all corporate resolutions of the Company's Board of
Directors to proceed with the Private Placement and to allocate the Offer Shares
having been made, (ii) the shareholders of the Company having approved the
issuance of the Offer Shares in a general meeting of the Company (the "EGM"),
and (iii) that the allocated Offer Shares have been fully paid, validly issued
(by way of registration of the share capital increase pertaining to the issuance
of the New Shares in the Norwegian Register of Business Enterprises) and
registration of the Offer Shares in the VPS.

The following persons discharging managerial responsibilities ("PDMRs") and
close associates to PDMRs have subscribed for and been allocated Offer Shares in
the Private Placement at the Offer Price:

o	MTB Invest AS, a company controlled by Chairman Egil Melkevik, has been
allocated 560,000 Offer Shares at the Offer Price, corresponding to a total
subscription amount of NOK 140,000;

o	Christinedal AS AS, a company controlled by Board Member Hans Gulseth, has
been allocated 2,200,000 Offer Shares at the Offer Price, corresponding to a
total subscription amount of NOK 550,0000;

o	Rødningen Invest AS, a company controlled by Board Member Kåre Rødningen, has
been allocated 560,000 Offer Shares at the Offer Price, corresponding to a total
subscription amount of NOK 140,000;

o	DEA Holding AS, a company controlled by Board Member Dag Espen Arnesen, has
been allocated 400,000 Offer Shares at the Offer Price, corresponding to a total
subscription amount of NOK 100,000; and

o	North Bridge Management AS, a company closely associated with Board Member Dag
Espen Arnesen, has been allocated 400,000 Offer Shares at the Offer Price,
corresponding to a total subscription amount of NOK 100,000.

Formal primary insider notifications will, subject to approval of the share
capital increase pertaining to the Private Placement in the EGM, be released in
a separate announcement.

Subsequent Offering
As announced on 26 September 2023, the Company's Board of Directors expected to
initiate a subsequent offering towards eligible shareholders (the "Subsequent
Offering") to reduce the dilution of such shareholders and to raise additional
capital. The Board of Directors has now resolved to propose to the EGM to carry
out a Subsequent Offering to raise gross proceeds of up to NOK 2,250,000 through
issuance of up to 9,000,000 new shares in the Company.

The Subsequent Offering will be directed towards the Company's shareholders as
of 2 October 2023 (as documented by the Company's shareholder register in the
Norwegian Central Securities Depository (VPS) as of the end of 4 October 2023,
except; (i) shareholders who were allocated Offer Shares in the Private
Placement, and (ii) shareholders who are resident in a jurisdiction where such
offering would be unlawful or would require any filing, registration or similar
action (other than publishing of a prospectus in Norway) (the "Eligible
Shareholders"). The subscription price per new share in the Subsequent Offering
will be equal to the subscription price in the Private Placement.

Further information about the Subsequent Offering, along with a notice for the
extraordinary general meeting, will be given in due course.

Equal treatment
The Company's Board of Directors is further of the opinion that the Private
Placement complies with the equal treatment obligations, although it deviates
from the pre-emptive rights of the existing shareholders in the Norwegian
Private Limited Liability Companies Act section 10-4 as the offer to subscribe
for the Offer Shares was not directed towards all existing shareholders. The
deviation was deemed legitimate and required as it is necessary to raise
additional capital in an effective manner without large costs on the Company and
for the purposes described above.

The Board has considered alternative sources of financing, without deeming these
relevant. The Board especially notes that a rights issue would entail a greater
completion risk and that the timing of the capital need did not make it
realistic to complete a rights issue in time for the funds to be available prior
to the due date of the interest payment.

The Board also emphasized that it has resolved to propose to carry out the
Subsequent Offering, as described above, and that this will give the Eligible
Shareholders the possibility of reducing dilution caused by the issuance of
Offer Shares.

Advokatfirmaet CLP DA acts as legal advisor to the Company in connection with
the Private Placement.

For further information please contact:

Egil Melkevik, Chairman
Tel: [phone]
E-mail: [e-mail]

About Black Sea Property AS:

Black Sea Property AS is a real estate company with holdings in a real estate
project on the Black Sea coast called Sunrise River Beach Resort. Sunrise River
Beach Resort is a partially completed project and will upon completion comprise
approximately 950 apartments as well as significant commercial space. Black Sea
Property AS has indirect ownership to the project and will work to finalize
Sunrise River Beach Resort, to realize the project's added value through the
sale of residential units and hotel operations.

The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation. This stock exchange announcement was
published by Egil Melkevik, Chairman, at the time and date provided.

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