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Oslo, 21 May 2025: Reference is made to the previous stock exchange announcements published by Lokotech Group AS (the “Company”) regarding the partially underwritten rights issue of between 374,925,009 and 599,880,023 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.3334 per Offer Share (the “Subscription Price”) to raise gross proceeds of up to NOK 200 million (the “Rights Issue”), of which an underwriting consortium has agreed to underwrite subscription of Offer Shares for gross proceeds of approx. NOK 125 million. The subscribers in the Rights Issue will for every one (1) Offer Share allocated to and paid by them, be allocated 0.131506 warrants (“Warrants”), rounded down to the nearest whole Warrant. The net proceeds to the Company from the Rights Issue will be used to secure the tape-out and enable mass production of the Company’s proprietary Scrypt ASIC Miner.
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The subscription period for the Rights Issue (the “Subscription Period”) expired today, 21 May 2025 at 16:30 (CEST). At the expiry of the Subscription Period, the Company had received valid subscriptions for a total of 417,536,230 Offer Shares which is equivalent to approx. NOK 139 million. Approx. NOK 104 million was subscribed based on subscription rights and approx. NOK 35 million was oversubscribed.
Primary insiders and close associates in the Company subscribed for approx. NOK 5.2 million in the Rights Issue. These primary insiders and close associates owned approx. 40% of the Company pre Rights Issue, and therefore they were issued approx. 40% of the subscription rights in the Rights Issue. In order to facilitate a sustainable market for the subscription rights, the primary insiders and close associates were restricted from selling any subscription rights not used by them. Therefore, only approx. 60% of the issued subscription rights can be considered as active subscription rights (the “Active Subscription Rights”).
During the trading period for the subscription rights in the Rights Issue, almost 30% of the Active Subscription Rights were traded and almost 83% of the Active Subscription Rights were used to subscribe for Offer Shares.
The final allocation of the Offer Shares has now been completed based on the allocation criteria set out in the prospectus prepared by the Company in connection with the Rights Issue, dated 6 May 2025 (the “Prospectus”).
All valid subscriptions received full allocation. Therefore, a total of 417,536,230 Offer Shares were allocated in the Rights Issue, raising gross proceeds to the Company of approx. NOK 139 million. Since the allocation exceeded the underwritten amount of approx. NOK 125 million, no Offer Shares have been allocated to the underwriters of the Rights Issue pursuant to their underwriting obligations.
Through the issuance of the 417,536,230 Offer Shares which have been subscribed for and allocated, each with a par value of NOK 0.05, the share capital of the Company will be increased by NOK 20,876,811.50. A separate stock exchange notification will be published by the Company once the share capital increase has been registered in the Norwegian Registry of Business Enterprises (Nw: Foretaksregisteret) (the “NRBE”).
Based on the number of Offer Shares allocated, the Company has also allocated, subject to payment of the relevant Offer Shares, a total of 54,908,272 Warrants.
Notification of allocated Offer Shares and Warrants and the corresponding subscription amount to be paid by each subscriber will be available on 22 May 2025. Payment for the allocated Offer Shares falls due on 26 May 2025 in accordance with the payment procedure described in the Prospectus. The Warrants are allocated free of charge.
The following primary insiders (PDMRs) and persons closely associated (PCAs) with primary insiders have been allocated a total of 15,673,140 Offers Shares and 2,061,105 Warrants in the Rights Issue:
• Prozium AS, a company closely associated with the CTO of the Company, Christian Rustad, has been allocated 300,000 Offer Shares and 39,451 Warrants.
• Infigent AS, a company closely associated with CEO of the Company, Ola Stene Johansen, has been allocated 8,998,200 Offer Shares and 1,183,317 Warrants.
• Black Monday Holding AS, a company closely associated with the chairman of the board of directors of the Company, Yngve Bolstad Johansen, has been allocated 2,100,000 Offer Shares and 276,162 Warrants.
• Ruben Gómez Morales, CEO of PowerPool SL, has been allocated 500,000 Offer Shares and 65,753 Warrants.
• Susheel Raj Nuguru, board member of the Company, has been allocated 299,940 Offer Shares and 39,443 Warrants.
• Sator AS, a company closely associated with board member of the Company, Henrik Danielsen, has been allocated 1,900,000 Offer Shares and 249,861 Warrants.
• Wiktor Boguchwal Miesok, board member of the Company, has been allocated 300,000 Offer Shares and 39,451 Warrants.
• Kjetil Westeng, board member of the Company, has been allocated 75,000 Offer Shares and 9,862 Warrants.
• Christoffer Løvdal, board member of the Company, has been allocated 300,000 Offer Shares and 39,451 Warrants.
• Henrik Danielsen, board member of the Company, has been allocated 300,000 Offer Shares and 39,451 Warrants.
• Sandstuveien Garasjeanlegg AS, a company closely associated with board member of the Company, Henrik Danielsen, has been allocated 600,000 Offer Shares and 78,903 Warrants.
All of the above Offer Shares were allocated at the Subscription Price. All Warrants were allocated free of charge.
Pursuant to the underwriting agreements for the Rights Issue dated 28 February 2025, each underwriter is entitled to an underwriting commission of 12% of their respective underwriting obligations, which shall be settled by an equal split (50/50) between (i) cash payment (6%) and (ii) delivery of newly issued shares in the Company (6%), each issued at the Subscription Price (the “Fee Shares”).
The Company’s board of directors has resolved to increase the share capital with NOK 1,124,774.65 by issuing 22,495,493 new shares, each with a nominal value of NOK 0.05, in connection with the issuance of the Fee Shares. The share capital increase is resolved pursuant to the board authorization to increase the share capital that was granted to the board of directors for this purpose at the Company’s extraordinary general meeting held on 30 April 2025.
The following PDMRs of the Company and PCAs with primary insiders have received a total of 742,350 Fee Shares:
• Infigent AS, a company associated with CEO Ola Stene Johansen, having undertaken to underwrite a total of NOK 3,000,000 of the Rights Issue, has received 539,892 Fee Shares.
• Black Monday Holding AS, a company owned and controlled by the chairman of the board of directors of the Company, Yngve Bolstad Johansen, having undertaken to underwrite a total of NOK 500,000 of the Rights Issue, has received 89,982 Fee Shares.
• Sator AS, a company owned and controlled by board member Henrik Danielsen, having undertaken to underwrite a total of NOK 300,000 of the Rights Issue, has received 53,989 Fee Shares.
• Prozium AS, a company closely associated with the CTO of the Company, Christian Rustad, having undertaken to underwrite a total of NOK 100,000 of the Rights Issue, has received 17,996 Fee Shares.
• Ruben Gómez Morales, CEO of PowerPool Mining SL, having undertaken to underwrite a total of NOK 100,000 of the Rights Issue, has received 17,996 Fee Shares.
• Susheel Raj Nuguru, board member, having undertaken to underwrite a total of NOK 50,000 of the Rights Issue, has received 8,998 Fee Shares.
• Wiktor Boguchwal Miesok, board member, having undertaken to underwrite a total of NOK 50,000 of the Rights Issue, has received 8,998 Fee Shares.
• Kjetil Westeng, board member, having undertaken to underwrite a total of NOK 25,000 of the Rights Issue, has received 4,499 Fee Shares.
Please see the attached forms for further information regarding subscriptions and allocations of Fee Shares, Offer Shares and Warrants by and to primary insiders and persons closely associated with primary insiders.
Neither the Offer Shares nor the Fee Shares may be transferred or traded before they have been fully paid and the share capital increase pertaining to the Offer Shares and the Fee Shares has been registered with the NRBE. 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 the Norwegian Register of Business Enterprises on or about 2 June 2025 and that the Fee Shares, the Offer Shares and the Warrants will be delivered on or about 3 June 2025. The Fee Shares, the Offer Shares and the Warrants are expected to be listed and tradable on Euronext Growth Oslo from and including 3 June 2025.
Pareto Securities AS and SpareBank 1 Markets AS are acting as managers in connection with the Rights Issue (collectively, the “Managers”). Advokatfirmaet Arntzen AS is acting as legal counsel to the Company and Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.
This information is subject to the disclosure requirements in article 19 of Regulation EU 596/2014 (the EU Market Abuse Regulation) and Section 5-12 of the Norwegian Securities Trading Act.
For more information, please contact:
CEO, Ola-Stene Johansen, email osj@lokotech.no
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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. Any sale in the United States of the securities mentioned herein will be made solely to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
This communication contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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 communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, 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 its control. Such risks, uncertainties, contingencies and other important factors include the possibility that the Company will determine not to, or be unable to, issue any debt, hybrid or equity securities, and 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. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice.
Each of the Company, the Managers and their respective affiliates disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise. Neither the Managers nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility for the contents of this announcement or any matters referred to herein. 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. Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, 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 (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
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