Wyld Networks

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Wyld Networks AB ("Wyld Networks" or the "Company") announces that the board of directors today, based on the authorization from the annual general meeting on June 7, 2023, has decided to carry out a directed issue of units, consisting of shares and series TO4 and TO5 warrants, to Bulten AB, Exelity AB and Jonathan Swann (the "Directed Issue"). The board of directors of Wyld Networks has also, based on the authorization from the annual general meeting on June 7, 2023, decided to conduct a free-of-charge rights issue of units, consisting of series TO4 and TO5 warrants (the "Rights Issue"). Furthermore, the board of directors of Wyld Networks has decided to enter into loan agreements totaling SEK 15 million (the "Loan") issued by Bulten AB and Exelity AB (the "Lenders"). As part of the agreement regarding the Loan, the board of directors, based on the authorization from the annual general meeting on June 7, 2023, has also decided to carry out a free-of-charge directed issue of series TO4 and TO5 warrants to the Lenders (the "Loan Issue"). The Directed Issue, Right Issue, the Loan, and the Loan Issue are collectively referred to as (the "Financing").

Background and motive for the Financing

Wyld Networks AB is currently in an expansive development phase of its product offering. By the end of the second quarter of 2023, the Company had established more than 45 partnerships and received significant orders for Wyld Connect modules, Wyld Connect terminals, and the data service. Given the substantial interest in its products, the Company's board of directors has decided to raise capital through the Financing to ensure that the Company can meet the growing demand for its products and expand its market share.

The injected capital through the Financing also aims to support forthcoming development efforts to implement 5G NB-IoT capability into the Company's existing LoRaWAN solutions, a move projected by the Company to potentially double its addressable market.

The motive for the Financing aligns with the Company's strategic goal of offering competitive solutions within satellite IoT networks across various market segments. In light of this, the Company has assessed that the timing is appropriate to raise capital through the Financing to address the increasing demand and accelerate growth.

Through the Financing, the Company ensures that future capital needs can be met without causing concerns about additional issuances. This step enhances Wyld Networks' financial stability and positions the Company well for continued growth and development.

The proceeds from the Financing are primarily intended for:

· Investment in the development team, approximately 45 percent.

· Development of the commercial team, approximately 40 percent.

· Marketing, approximately 15 percent.

The Directed Issue

The Directed Issue consists of 316,121 units, corresponding to 1,580,605 shares, 948,363 warrants of series TO4, and 948,363 warrants of series TO5. Each warrant, of respective series, entitles the holder to subscribe for one (1) share in the Company. The subscription price per share in the Directed Issue is 9.49 SEK. Through the Directed Issue, the Company receives initial issue proceeds of approximately 15.0 MSEK before transaction costs.

The reason for deviating from shareholders' preferential rights is that the Directed Issue is part of the agreement concerning the Financing and thus constitutes a necessary component of the Financing, which is collectively deemed the most time and cost-effective financing option for the Company's operations. The board of directors has considered the possibility of financing the Company's operations by conducting a rights issue of shares but has concluded that such a rights issue would have entailed disproportionately high costs relative to the capital required for the Company's operations.

The selection of investors in the Directed Issue was carried out through a market sounding of qualified investors conducted by Mangold Fondkommission AB.

The board of directors considers it advantageous for both the Company and its shareholders to capitalize on the opportunity, in connection with the Loan, to issue shares and warrants to the investors in the Directed Issue efficiently and flexibly. In the event that the investors in the Directed Issue exercise their series TO4 and TO5 warrants, the Company can use the proceeds from the TO4 and TO5 warrants for repayment of the Loan to the Lenders. The board of directors assesses that the mentioned reasons sufficiently justify deviating from the main rule that a new issue should be conducted in accordance with existing shareholders' preferential rights.

The subscription price per share in the Directed Issue corresponds to a discount of 10 percent in relation to the closing price in the Company's share (short name: WYLD and ISIN code: SE0015812516) on Nasdaq First North Growth Market on August 28, 2023, which amounted to 10.54 SEK. The warrants in the Directed Issue are issued free of charge.

The subscription price per unit in the Directed Issue has been determined through negotiations at arm's length with the investors in the Directed Issue. Based on these negotiations, the Company's board of directors considers that the subscription price per unit in the Directed Issue has been set at market terms and accurately reflects current market conditions and demand.

As a result of the Directed Issue, the number of shares will increase by 1,580,605, from 15,546,148 to 17,126,753, and the Company's share capital will increase by 131,886.161392, from 1,297,175.312082 SEK to 1,429,061.473474 SEK. In the event that all series TO4 and TO5 warrants issued in the Directed Issue are exercised for subscription of new shares, the number of shares will increase by an additional 1,896,726, and the share capital will increase by an additional 158,263.393671 SEK.

The shares and warrants issued through the Directed Issue are intended to be listed on the Nasdaq First North Growth Market.

The Rights Issue

The Rights Issue consists of up to 1,943,268 units, equivalent to 1,943,268 series TO4 warrants and 1,943,268 series TO5 warrants. Each warrant, of respective series, entitles the holder to subscribe for one (1) share in the Company. The Rights Issue is carried out partly to compensate existing shareholders for the dilution effect resulting from the Directed Issue with associated series TO4 and TO5 warrants.

All existing shareholders of Wyld Networks receive one (1) unit right for each one (1) share held on the record date September 6, 2023. Eight (8) unit rights grant the right to subscribe for one (1) unit. One (1) unit consists of one (1) series TO4 warrant and one (1) series TO5 warrant. Units in the Rights Issue are issued free of charge. The general public is not entitled to subscribe for units in the Rights Issue. Subscription without the support of unit rights can only be done by subscribers who have also subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not.

The last day of trading including the right to participate in the Rights Issue is September 4, 2023. The first day of trading excluding the right to participate in the Rights Issue is September 5, 2023. The subscription period runs from September 8, 2023, to September 22, 2023. Trading in unit rights will take place on Nasdaq First North Growth Market during the period from September 8, 2023, to September 19, 2023. Trading in paid subscribed units (BTU) is expected to occur from September 8, 2023, until the TO4 and TO5 warrants in the Rights Issue have been registered with the Companies Registration Office. BTUs are expected to be converted into warrants when the warrants are registered with the Companies Registration Office.

A prospectus regarding the Rights Issue will be made available on the Company's website, www.wyldnetworks.com, before the beginning of the subscription period.

In the event that all series TO4 and TO5 warrants issued in the Rights Issue are exercised for subscription of new shares, the number of shares will increase by 3,886,536, and the share capital will increase by 324,293.744580 SEK.

The shares and warrants issued through the Rights Issue are intended to be listed on Nasdaq First North Growth Market.

Preliminary timetable

The Loan and the Loan Issue

The Loan amounts to a total of 15 MSEK. The Loan, including accrued interest, will be partially amortized in connection with the exercise of series TO4 warrants and fully repaid upon the exercise of series TO5 warrants.

The Loan carries a commitment fee of 5.0 percent of the total loan amount and bears a monthly interest rate of STIBOR plus 1.0 percent of the loan amount for each commenced month. The Company has the option to repay the debt before the end of the term. The Lenders have the option to convert the loan into shares in the Company at a price of 16.61 SEK per share after the registration of the warrants of series TO4 with the Swedish Companies Registration Office.

In connection with the Loan, 948,367 warrants of series TO4 and 948,367 warrants of series TO5 will be issued to the Lenders without consideration.

The reason for deviating from the shareholders' preferential rights is that the Loan Issue is part of the loan agreement and thus constitutes a necessary component of the Financing, which is collectively deemed the most time and cost-effective financing option for the Company's operations. The board of directors has considered the possibility of financing the Company's operations by conducting a rights issue of shares but has concluded that such a rights issue would have entailed disproportionately high costs relative to the capital required for the Company's operations.

The board of directors assesses that the mentioned reasons sufficiently justify deviating from the main rule that new issuances should be conducted with existing shareholders' preferential rights. Thus, the board of director's overall assessment is that the Loan Issue is advantageous for the Company and its shareholders.

As a result of the completion of the Directed Issue and upon the exercise of all warrants issued in the Directed Issue, the Rights Issue, and the Loan Issue, the number of shares will increase by a maximum of 9,260,601, from 15,546,148 to 24,806,749, and the share capital will increase by a maximum of 772,707.360836 SEK, from 1,297,175.312082 SEK to 2,069,882.672918 SEK.

The warrants issued through the Loan Issue are intended to be listed on Nasdaq First North Growth Market.

Terms and conditions for warrants of Series TO4

• Each warrant of series TO4 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for using the warrants of series TO4 is 70 percent of the volume-weighted average price of the Company's share during the period from March 28, 2024 to April 11, 2024, however, not less than the share's quotient value (currently 0.08 SEK) and not more than 14.24 SEK.
• The warrants of series TO4 can be exercised for the subscription of new shares during the period from April 15, 2024 to April 29, 2024.
• Upon full subscription in the Rights Issue and full exercise of all warrants of series TO4 within the scope of the offered units, the Company may receive a maximum of approximately 54.7 MSEK before transaction costs.
• The maximum increase in the number of shares in the Company due to the exercise of all warrants of series TO4 amount to 3,839,998, which corresponds to a dilutive effect of approximately 19.8 percent based on the current total number of outstanding shares in the Company.
• The warrants of series TO4 are intended to be listed on Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office.
• Full terms and conditions for the warrants of series TO4 are available on the Company's website, www.wyldnetworks.com.

Terms and conditions for warrants of Series TO5

• Each warrant of series TO5 entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for using the series TO5 warrants is 70 percent of the volume-weighted average price of the Company's share during the period from October 30, 2024 to November 12, 2024, however, not less than the share's quotient value (currently 0.08 SEK) and not more than 16.61 SEK.
• The warrants of series TO5 warrants can be exercised for the subscription of new shares during the period from November 14, 2024 to November 28, 2024.
• Upon full subscription in the Rights Issue and full exercise of all series TO5 warrants within the scope of the offered units, the Company may receive a maximum of approximately 63.8 MSEK before transaction costs.
• The maximum increase in the number of shares in the Company due to the exercise of all warrants of series TO5 amount to 3,839,998, which corresponds to a dilutive effect of approximately 19.8 percent based on the current total number of outstanding shares in the Company.
• The warrants of series TO5 are intended to be listed on Nasdaq First North Growth Market after final registration with the Swedish Companies Registration Office.
• Full terms and conditions for the warrants of series TO5 are available on the Company's website, www.wyldnetworks.com."

Advisers

Mangold Fondkommission AB is financial adviser and Advokatfirman Schjødt is legal advisor to Wyld Networks in connection with the Financing.

For further information, please contact:

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

This information is information that Wyld Networks AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the above contact person's agency, at 10:45 CEST on August 29, 2023.

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: http://www.wyldnetworks.com

Important Information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Wyld Networks in any jurisdiction, either from Wyld Networks or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue will be prepared by the Company and published on the Company's website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements

This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.