Arctic Blue Beverages

Arctic Blue Beverages announces outcome in rights issue

MARKN.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

Arctic Blue Beverages AB ("Arctic Blue Beverages" or the "Company") announces the outcome of the Company’s fully secured rights issue of shares, which was resolved by the board of directors on 23 June 2025 and approved by the extraordinary general meeting held on 25 July 2025 (the “Rights Issue”). The subscription period of the Rights Issue ended on 18 August 2025. The Rights Issue was subscribed to approximately SEK 4.7 million with and without preferential rights, corresponding to a subscription rate of approximately 18.0 percent. The remaining portion up to 100 percent subscription of the Rights Issue, corresponding to approximately SEK 21.5 million or approximately 82.0 percent of the Rights Issue, has been allocated to guarantors in accordance with entered guarantee commitments. The guarantee commitments under the bottom guarantee are thereby partially utilized in an amount of approximately SEK 10.3 million, corresponding to approximately 39.3 percent of the Rights Issue. The guarantee commitments under the top-down guarantee are fully utilized in an amount of approximately SEK 11.2 million, corresponding to approximately 42.7 percent of the Rights Issue. Through the Rights Issue, Arctic Blue Beverages will thus receive approximately SEK 26.2 million before issue costs and set-offs.

The subscription period in Arctic Blue Beverages' issue of shares with preferential rights for the Company's existing shareholders ended on 18 August 2025. In the Rights Issue, 7,734,847 shares were subscribed for with subscription rights, corresponding to approximately SEK 3.9 million or 14.8 percent of the Rights Issue. In addition, 1,691,040 shares were subscribed for without the support of subscription rights, corresponding to approximately SEK 0.8 million or 3.2 percent of the Rights Issue. Together, subscription with and without the support of subscription rights thus corresponds to approximately SEK 4.7 million or 18.0 percent of the Rights Issue. The remaining portion up to 100 percent of the Rights Issue, corresponding to approximately SEK 21.5 million or approximately 82.0 percent of the Rights Issue, has been allocated to guarantors in accordance with entered guarantee commitments. The guarantee commitments under the bottom guarantee are thereby partially utilized in an amount of approximately SEK 10.3 million, corresponding to approximately 39.3 percent of the Rights Issue. The guarantee commitments under the top-down guarantee are fully utilized in an amount of approximately SEK 11.2 million, corresponding to approximately 42.7 percent of the Rights Issue.

The subscription price in the Rights Issue was SEK 0.50 per share. Through the Rights Issue, Arctic Blue Beverages will receive approximately SEK 26.2 million before deduction of issue costs and set-offs.

Allocation of shares subscribed for without subscription rights has been made in accordance with the allocation principles set out in the information memorandum published by the Company on 29 July 2025. Notification regarding allocation will be made by posting a contract note to each subscriber. Allocated shares shall be paid for in accordance with the instructions in the contract note.

Trading in BTA
Trading in BTA (paid subscribed share) takes place on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office. As soon as the Rights Issue has been registered with the Swedish Companies Registration Office, BTAs will be converted into shares without special notification from Euroclear.

Shares, share capital, and dilution
Through the Rights Issue, the number of shares in Arctic Blue Beverages will increase by 52,396,178 shares, from 26,198,089 shares to 78,594,267 shares, and the share capital will increase by SEK 2,515,016.544, from SEK 1,257,508.272 to SEK 3,772,524.816, corresponding to a dilution effect of approximately 66.7 percent of the total number of shares and votes in the Company.

Compensation to guarantors
In connection with the Rights Issue, the Company has received guarantee commitments. The guarantee commitments are divided into a so-called bottom guarantee and a so-called top-down guarantee. For guarantee commitments made within the framework of the bottom guarantee, a guarantee fee of fourteen (14) percent of the guaranteed amount will be paid in cash, or alternatively, sixteen (16) percent of the guaranteed amount in newly issued shares. Each guarantor within the bottom guarantee has the right to choose whether the guarantee compensation should be paid in cash or in the form of shares. No compensation will be paid for commitments within the top-down guarantee.

The subscription price for any shares issued as guarantee compensation has been negotiated within the framework of the guarantee procurement and set at SEK 0.50 per share, corresponding to the subscription price in the Rights Issue. Bottom guarantors who wish to receive their guarantee compensation in the form of shares must notify Eminova Partners Corporate Finance AB accordingly. Any decision regarding the issuance of shares to guarantors will be announced through a separate press release.

Lock-up undertakings
In connection with the Rights Issue, members of the board of directors and management have undertaken, with customary exceptions, not to sell or otherwise dispose of their shares in the Company during a period of 180 days from and including the date of the announcement of the final outcome of the Rights Issue.

Advisors
Eminova Partners Corporate Finance AB acts as financial advisor and Eversheds Sutherland Advokatbyrå AB acts as legal advisor in connection with the Rights Issue. Eminova Fondkommission AB acts as the issue agent.

For more information, please contact:
Petri Hirvonen, CEO
Phone: +358 40 571 0834
Email: petri.hirvonen@arcticbluebeverages.com

The Company’s Certified Adviser is Eminova Fondkommission AB | +46 8-684 211 10 | adviser@eminova.se

About us
Arctic Blue Beverages AB is a Nordic beverage company whose best-known products are the multi-award winning Arctic Blue Gin, Arctic Blue Gin Rose, Arctic Blue Laku and the world’s first dairy-free gin-based oat liqueur, Arctic Blue Oat. The company invests heavily into international export and its products are sold in Finland, Sweden, Japan, Australia and more than a dozen other countries. For more information, visit Arctic Blue Beverages webpage https://arcticbluebeverages.com

Important information
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law. Persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction. This press release does not constitute an offer to, or an invitation to, acquire or subscribe any securities in the Company in any jurisdiction, not from the Company or any other person.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Rights Issue. Nor does this press release constitute an exemption document in the form prescribed by the Prospectus Regulation Annex IX.

This press release does not constitute an offer or invitation concerning the acquisition or subscription of securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, according to the U.S. securities act from 1933 ("Securities Act"), and may not be offered or sold in the United States without registration, covered by an exemption from, or in a transaction not covered by accounts. There is no intent to register any securities mentioned herein in the United States or to submit a public offer regarding such securities in the United States. The information in this press release must not be published, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to the United States (including its territories and provinces, each state in the US and District of Columbia), Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction where such publication, publication or distribution of this information would be contrary to the applicable rules or where such a measure is subject to legal restrictions or would require further registration or other measures than what follows of Swedish law. Actions in violation of this instruction may breach applicable securities legislation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this press release relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by words that "will", "are expected", "believes", "estimates", “intends”, “assumes” and similar expressions. Such statements express the Company’s intentions, opinions or current expectations or assumptions. Such future statements are based on current plans, estimates and forecasts which the Company’s has made to the best performance but which the Company’s does not say in the coming tomorrow. Future statements are combined with risks and uncertainties that are difficult to predict and in general cannot be affected by the Company’s. It should be keeped in mind that actual events or outcomes may differ significantly from what is covered by, or expressed for, in such forward-looking statements.

Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the joint bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in the Company and determining appropriate distribution channels.

Datum 2025-08-20, kl 19:00
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