Wyld Networks

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

Wyld Networks AB ("Wyld Networks" or the "Company") has, as previously announced, completed the rights issue of units as resolved by the Board on September 2, 2024, and approved by the extraordinary general meeting on October 2, 2024 ("Rights Issue"). In accordance with the underwriting agreements entered into in the Rights Issue, the Board resolved today, on November 18, 2024, with authorization from the extraordinary general meeting on October 2, 2024, to carry out a directed issue of units to the underwriters in the Rights Issue who only have the option to receive underwriting compensation in the form of units in the Company ("Compensation Issue"). The subscription price in the Compensation Issue is the same as in the Rights Issue, SEK 3.60 per unit, equivalent to SEK 0.09 per share, with payment made by offsetting the underwriters' claims for underwriting compensation. In total, 955,276 units, corresponding to 38,211,040 shares and 19,105,520 warrants of series TO6, are allocated to the underwriters in the Compensation Issue.

The Rights Issue conducted by Wyld Networks was partially secured in advance through subscription commitments, bottom underwriting commitments, and middle underwriting commitments. For bottom underwriters, a 15 percent compensation was provided, with the option to choose either cash or units. For middle underwriters, a 20 percent compensation in units was provided under the same terms as in the Rights Issue.

Consequently, the Board, under authorization from the extraordinary general meeting held on October 2, 2024, has decided on allocations in the Compensation Issue to both middle underwriters in the Rights Issue. No bottom underwriter has chosen compensation in the form of units. Payment in the Compensation Issue will be made by offsetting the middle underwriters' claims for underwriting compensation. The subscription price has been set at SEK 3.60 per unit, equivalent to SEK 0.09 per share, which matches the subscription price in the Rights Issue. Based on this, the Board considers the subscription price to be market-based. Thus, a total of 955,276 units, corresponding to 38,211,040 shares and 19,105,520 warrants of series TO6, will be allocated to the underwriters in the Compensation Issue.

The reason for deviating from shareholders' preferential rights in the Compensation Issue is to fulfill the Company’s contractual obligation to the underwriters according to which compensation to the middle underwriters shall be made in the form of units on the same terms and conditions as the Rights Issue.

Shares and share capital

Through the Compensation Issue, the number of shares in the Company will increase by 38,211,040 from 496,954,449 shares to 535,165,489 shares, and the share capital will increase by SEK 189,614.116200, from SEK 2,466,030.200661 to SEK 2,655,644.316861. If all attached warrants of series TO6 are fully exercised for the subscription of new shares in the Company, the number of shares in the Company will increase by an additional 19,105,520 shares, from 535,165,489 shares to 554,271,009 shares, and the share capital will increase by an additional SEK 94,807.058100, from SEK 2,655,644.316861 to SEK 2,750,451.374961.

Advisors

Mangold Fondkommission AB is financial advisor and Advokatfirman Schjødt is legal advisor to the Company in connection with the Rights Issue.

For further information about Wyld Networks, please contact:

Alastair Williamson, CEO Wyld Networks
E-mail: alastair.williamson@wyldnetworks.com
Tel: +44 7 824 997 689

About Wyld Networks

Wyld Networks develop and sells innovative wireless technology solutions that enables affordable connectivity anywhere in the World, addressing the problems for businesses and people regarding the lack of global mobile network coverage. The solutions are mainly targeted to wireless connectivity for the Internet of Things (IoT) and people.

Wyld Networks Ltd was formed in Cambridge, UK in 2016 and is a wholly owned subsidiary of Wyld Networks AB.

The Wyld Networks share (WYLD) is traded on the Nasdaq First North Growth Market.

Certified Adviser to Wyld Networks is Mangold Fondkommission AB.

Read more on: www.wyldnetworks.com

Important information

The information in this press release neither contains nor constitutes an offer to acquire, subscribe for or otherwise trade shares, warrants or other securities in Wyld Networks. No action has been taken and no action will be taken to allow an offer to the public in any jurisdiction other than Sweden. A prospectus regarding the Rights Issue described in this press release has been registered with the Swedish Financial Supervisory Authority and is made available on the Company's website, www.wyldnetworks.com. The Swedish Financial Supervisory Authority's approval of the prospectus shall not be construed as an approval of the Company's shares, warrants or other securities. However, this press release is not a prospectus within the meaning of the Prospectus Regulation (EU) 2017/1129 ("Prospectus Regulation"), and this press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in shares, warrants or other securities in Wyld Networks.

The information in this press release may not be published, released or distributed, directly or indirectly, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require other actions than those following from Swedish law. Actions in violation of this instruction may constitute violations of applicable securities laws. No shares, warrants or other securities in Wyld Networks have been registered, and no shares, warrants or other securities will be registered, under the then-applicable United States Securities Act of 1933 (the "Securities Act") or securities legislation in any state or other jurisdiction in the United States, and may not be offered, sold or otherwise transferred, directly or indirectly, in or to the United States except in accordance with an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with securities legislation in the relevant state or other jurisdiction in the United States.

In the United Kingdom, this document 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 document 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”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of 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

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is required by law or the regulations of the Nasdaq First North Growth Market for issuers.