H100

Key Transaction Facts

• To the Company's knowledge, this represents the largest M&A transaction in the European Public Bitcoin Equity sector and the world's first Bitcoin-for-Bitcoin M&A transaction in public markets.
• The transaction was completed on a 1:1 Bitcoin-for-Bitcoin basis with no cash consideration.
• Through the transaction, H100 acquired 2,455.37 Bitcoin, increasing the Company's total Bitcoin holdings to 3,506.4 Bitcoin.
• The transaction was completed at 1.0x mNAV, corresponding to an implied share price of SEK 1.86, based on a Bitcoin price of SEK 598,926.69 (approximately USD 62,900) at the agreed reference time of 31 July 2026 at 23:59 CEST.
• Through its subsidiary PDI AS, the Target Company pursues an active Bitcoin management strategy aimed at preserving capital, managing downside risk and generating additional cash flow, while retaining exposure to Bitcoin’s long-term upside potential.
• The Target Company has no outstanding financial debt.
• Sats per basic share remains unchanged, while sats per fully diluted share increases by approximately 5%.

Sander Andersen, Executive Chairman of H100, comments:

"This is the largest M&A transaction ever completed in the European Public Bitcoin Equity sector, and the first in the world done Bitcoin for Bitcoin.

We chose this structure because it is the cleanest expression of what we believe: Bitcoin per share is the metric that matters, and this transaction preserves it fully while nearly tripling our holdings to more than 3,500 Bitcoin.

Just as important is who joins us. A team whose technology and market capabilities complete our own, and a principal owner who has spent more than a decade building Bitcoin infrastructure and holding Bitcoin. Together we can accomplish things neither of us could alone."

Eirik Grøttum, CEO of Moonshot AS, comments:

“From the beginning, our ambition has been to build at the intersection of technology, finance and Bitcoin. We chose H100 as our strategic partner because it shares our long-term vision and brings together the team, capabilities and ambition to drive the next phase of our growth. Together, we look forward to creating long-term value for all shareholders.”

Transaction Details

In accordance with the share purchase agreement entered into on 23 April 2026 (the “Share Purchase Agreement”), the Company has undertaken to pay the purchase price through the issuance of seller promissory notes to the sellers. The total number of consideration shares issued to the sellers has, in accordance with the Share Purchase Agreement, been determined based on the sellers' proportionate share of the aggregate number of bitcoin held by H100 and the Target Company on 31 July 2026, on a bitcoin-for-bitcoin basis, with other assets and liabilities not taken into account. Thus, the Company has today, on 10 August 2026, issued seller promissory notes of a total of approximately SEK 1,470.4 million, which has been set off against the consideration shares issued in the Set-off Issue.

In connection with completion of the transaction, the Board of Directors of H100 has, pursuant to the authorisation granted by the Annual General Meeting held on 23 June 2026, resolved on the Set-off Issue and the transaction was thus completed without any cash consideration. All new shares in the Set-off Issue have been subscribed for and allotted.

The reason for deviating from the shareholders' preferential rights in the Set-off Issue was that the Company has entered into the Share Purchase Agreement with the sellers, which entitles the sellers to receive compensation in the form of newly issued shares in the Company.

The subscription price in the Set-off Issue has been set at SEK 1.86 per Consideration Share. The subscription price has been determined by the Board of Directors through arm's length negotiations with the sellers of the Target Company, and equal the value of the Company's bitcoin holdings, converted into Swedish kronor at the prevailing Coinbase BTC/SEK spot rate on 31 July 2026, divided by the Company's 338,396,692 shares in issue. It is the Board of Directors' assessment, based on the above factors, that the subscription price reflects current market conditions and current demand and that the subscription price is market-based.

The principal seller, Geir Harald Hansen, has entered into a 12-month lock-up undertaking covering all consideration shares received in the transaction, subject to certain exceptions.

The Set-off Issue entails that the share capital in H100 increases by SEK 79,053,466.60 through the issuance of 790,534,666 new shares. This corresponds to a dilution of approximately 70 per cent of the total number of shares in H100 (calculated on the number of shares in H100 as of the date of this press release). The newly issued shares are expected to be admitted to trading on NGM Nordic SME as soon as practicable.