"It is a sign of strength being able to close this investment so quickly after launching Bitcoin Treasury, thus securing seed liquidity for the new business area. I am pleased that our investors share the Company's view that we need to explore more efficient and ambitious ways to build a strong capital structure and increase shareholder value by leveraging Bitcoin. The conversion price of SEK 10 was agreed when the premium was significantly higher, which shows the good will of the investors and their confidence in Fragbite Group going forward. We can now focus on the next steps in establishing this business and are very excited about what lies ahead," says Stefan Tengvall, CEO, Fragbite Group.

TERMS
Initially, the investment will be carried out with Fragbite Group receiving an interest-free loan totalling SEK 5 million from the investors. The intention of the parties is that the loan will be convertible into shares in the Company at a conversion price of SEK 10 per share. The agreement entails that such a conversion right shall exist during a fixed period no later than 30 November 2028 or earlier, in the event that the closing price of the Company's share exceeds the conversion price by at least 30 percent for at least ten trading days during a continuous period of twenty trading days. During said period, both the Company and the investors shall have the right to call for conversion. After conversion, a 6-month lock-up period remains for insiders during which the converted shares cannot be sold.

The conversion price represents a premium of approximately 13.4 percent to the closing price immediately prior to entering into the investment agreement. Considering the aforementioned premium, the fact that the loan is interest-free and that the Company has a right to compulsory conversion, the Board considers the terms of the investment to be very favourable to the Company.

PURPOSE
The investment is made in conjunction with the launch of Fragbite Group’s new business area Bitcoin Treasury, with the purpose of swiftly providing the business with seed liquidity. The new business area enables the investment of surpluses from the Company's core business in Bitcoin in order to build a strong capital structure in the group. In the upcoming interim report, the Company will start reporting the KPI Bitcoin / Share.

CONDITIONS
The investors consist of a group of shareholders, three of whom are representatives of the Company; newly appointed Treasury Director Patrik von Bahr whose part in the loan is SEK 1 million, Board member Mikael A. Pettersson and Board member Niclas Bergkvist. Given that the investors include Company insiders, the intention of the parties to decide on converting the loan, or to make it convertible, must be approved at a General Meeting by shareholders with at least a nine-tenths majority of the shares represented at the meeting. The Company intends to convene an Extraordinary General Meeting to make the necessary resolutions after the publication of the next interim report for the second quarter of 2025.

In addition, the implementation of the conversion right requires, among other things, that it can be implemented in accordance with applicable laws and regulations and there is no guarantee that the loan can be made convertible in the autumn of 2025 or at any other time. If the loan cannot be made convertible before 1 December 2025, investors will have the right to request that the loan be repaid in cash. Detailed information on proposals to convert the loan into shares or to issue convertible bonds to replace the loan will be provided if and when the Board decides to make such a proposal.