Subsequent Offering - Further information and start of subscription period

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
 
Oslo, 10 April 2024. Reference is made to the stock exchange notice from
Norwegian Block Exchange AS ("NBX" or the "Company") on 4 and 5 March 2024
regarding the completion of a private placement (the "Private Placement") and
the contemplated subsequent offering (the "Subsequent Offering") as described
therein. Reference is also made to the stock exchange announcement published on
9 April 2024, regarding the Company's board of directors (the "Board of
Directors") resolution to proceed with the Subsequent Offering.
 
The Subsequent Offering consists of an offering of up to 4,200,000 new shares in
the company shares (the "Offer Shares") directed towards the shareholders in the
Company as of the end of trading on 4 March 2024, as registered in the Norwegian
Central Securities Depositary
- Euronext Securities Oslo ("Verdipapirsentralen" or "VPS") on 6 March 2024 (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 for jurisdictions other than Norway, would require any prospectus
filing, registration or similar action (the "Eligible Shareholders"). In
addition, shareholders and investors that participated in the Private Placement
shall have a secondary right to subscribe for the Offer Shares (the "Secondary
Subscribers").
 
The subscription period in the Subsequent Offering commences today on 10 April
2024 at 09:00 hours (CEST) and will end on 17 April 2024 at 16:30 hours (CEST)
(the "Subscription Period"). The subscription price per Offer Share is NOK 0.6
(the "Subscription Price"), which is equal to the subscription price in the
Private Placement. If fully subscribed, the Subsequent Offering will raise gross
proceeds of NOK 2,520,000.
 
In the Subsequent Offering, Eligible Shareholders, will be granted
non-transferable subscription rights (the "Subscription Rights") that, subject
to applicable law, provide preferential rights to subscribe for and be allocated
Offer Shares at the Subscription Price.
 
The Eligible Shareholders will be granted 0.0615 subscription rights for each
existing share registered as held by such Eligible Shareholder as of the Record
Date. The number of subscription rights granted to each Eligible Shareholder
will be rounded down to the nearest whole subscription right. Each whole
Subscription Right will provide a preferential right to subscribe for, and be
allocated, one Offer Share at the Subscription Price. Over-subscription will be
permitted. Other than subscriptions from Secondary Subscribers, subscription
without Subscription Rights will not be permitted. Subscription rights that are
not used to subscribe for Offer Shares before the expiry of the Subscription
Period will have no value and will lapse without compensation to the holder.
 
The completion of the Subsequent Offering, including the issue and delivery of
the Offer Shares, is subject to (i) the Norwegian Financial Supervisory
Authority approving the application for the share capital increase pertaining to
the Private Placement, as resolved by the extraordinary general meeting on 4
April 2024, ii) the corporate resolutions of the Company required to implement
the Subsequent Offering, including issue of the Offer Shares, being validly
made, (iii) the Norwegian Financial Supervisory Authority approving the
application for the share capital increase pertaining to the Subsequent
Offering, and (iv) the share capital increase pertaining to the issuance of the
allocated Offer Shares being validly registered with the Norwegian Register of
Business Enterprises and the allocated Offer Shares being validly issued and
registered in the VPS. Items (i) to (iv) in the foregoing are referred to as the
"Conditions".
 
Subject to satisfaction of the Conditions, including timely payment of the
entire subscription amount in the Subsequent Offering and the Norwegian
Supervisory Authority approving the application from the Company to complete the
share capital increase pertaining to the Subsequent Offering, the Company
expects that the share capital increase pertaining to the Subsequent Offering
will be registered with the Norwegian Register of Business Enterprises on or
about 15 May 2024 and that the Offer Shares will be delivered to the VPS
accounts of the subscribers to whom they are allocated on or about 15 May 2024.
The Offer Shares will be registered in the VPS with the same International
Securities Identification Number (ISIN) as the existing shares of the Company.
 
The Company's existing shares are traded on Euronext Growth Oslo under ISIN NO
0010984966 and ticker code "NBX". The Offer Shares will be admitted to trading
on Euronext Growth Oslo as soon as the share capital increase pertaining to the
Subsequent Offering has been registered with the Norwegian Register of Business
Enterprises and the Offer Shares have been registered in the VPS. This is
expected to take place following the registration of the share capital increase
in the Norwegian Register of Business and the registration of the Offer Shares
in VPS.
 
The Offer Shares may not be transferred or traded before they are fully paid,
the share capital increase is registered with the Norwegian Register of Business
Enterprises and the Offer Shares have been delivered to the subscribers VPS
accounts.
 
An invitation letter (the "Invitation Letter") and a company presentation has
been prepared in connection with the Subsequent Offering, which sets out the
terms and conditions for the Subsequent Offering and includes a description of
certain risk factors pertaining to the Company, its shares, and the Subsequent
Offering. The Invitation Letter and the company presentation is attached hereto,
and will also be made available at websites of Norne Securities AS,
www.norne.no/NBX.
 
Norne Securities AS is acting as settlement agent for the Subsequent Offering.
Advokatfirmaet Selmer AS is acting as legal counsel to the Company in the
Subsequent Offering.
 
For more information, please contact:
Stig Kjos-Mathisen, CEO Norwegian Block Exchange AS
Email: [e-mail]
Tel: [phone]
 
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About Norwegian Block Exchange (NBX)
NBX is a financial services company building products and services based on
digital assets. NBX is registered with the Norwegian Financial Supervisory
Authority and is listed on Oslo Stock Exchange Euronext Growth.
 
Important notice:
 
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.
 
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither Norne Securities AS nor any of its respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
 
This announcement is not an offer for sale of securities. 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 "U.S. Securities Act"), and may
not be offered or sold in the United States absent registration with the U.S.
Securities and Exchange Commission or an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and in
accordance with applicable U.S. state securities laws. The Company does not
intend to register any securities referred to herein in the United States or to
conduct a public offering of securities in the United States.
 
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
 
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan, The
Hong Kong Special Administrative Region of the People's Republic of China, South
Africa or any other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction. The publication, distribution or release
of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
 
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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 of the
European Parliament and of the Council, of 14 June 2017, (together with any
applicable implementing measures in any EEA 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. 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. Forward-looking statements speak
only as of the date they are made and cannot be relied upon as a guide to future
performance. The Company, Norne Securities AS and their respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement whether as a result
of new information, future developments or otherwise. 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 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.

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