Reference is made to the previous stock exchange notice from July 7, 2025, containing information regarding the anticipated new loan of EUR 2.0 million to be arranged by Penchev Consult (the “Penchev 2 loan”), and to be granted to Black Sea Property AS (“BSP” or “the Company”).
BSP has now been informed by the lender that the Penchev 2 Loan must be divided into up to 5 separate tranches, with the first tranche expected to be available for disbursement on August 30, 2025. The remaining tranches will be disbursed monthly until 30 December 2025. Further, the Lender currently requests a possibility to cancel further loan tranches without cause.
The final agreement for the loan has not yet been entered into and will subject to negotiations between the parties going forward. The intention is to sign the necessary agreements well in advance of the first draw-down at the end of August 2025.
The condition for disbursement of the first 4 tranches, each of EUR 375 000 or EUR 1 500 000 in total, is that the funds are fully transferred to EPO Aheloy (i.e. the holding company for the Sunrise River Resort) and fully utilized to cover financial needs in Bulgaria, including interest and instalments on the existing bank loan. Together with pro rata funds from BSP’s partner Boyan Bonev, this is expected to sufficiently fund EPO Aheloy until November 2026 when both Penchev loans are due for full repayment.
The Company's Board of Directors considers these amendments to be unfortunate and unexpected but has concluded that entry into the revised loan agreement for the Penchev 2 Loan is the best option for the Company at this stage.
The above implies that BSP will not have funds to repay the NOK 5.3 million shareholder loan plus accrued interest within the agreed extended due date on July 31, 2025. According to the terms of loan agreement for this loan, the loan will therefore automatically be extended until November 30, 2026, and the lenders will hold a conversion right to shares in BSP at an agreed conversion price of NOK 0.05 per share. Any conversion to shares in BSP must be requested by a qualified majority of the lenders, and the issuance of the pertaining shares must thereafter be approved by the Company's general meeting.
The revised terms of the Penchev 2 loan further implies that no funds will be available to BSP for operating purposes. The Board of BSP will therefore consider alternative options for securing capital needs for the coming 12 months, as well as securing funds for the repayment of the March 2025 shareholder loan of NOK 2.8 million due in November 2025. Further information will be given in due course.
For further information, please contact:
Egil Melkevik, Chairman Tel: +47 90 77 09 76 E-mail: em@ms-solutions.no
About Black Sea Property AS: Black Sea Property AS is a real estate company with holdings in a real estate project on the Black Sea coast called Sunrise River Beach Resort. Sunrise River Beach Resort is a partially completed project and will upon completion comprise approximately 950 apartments as well as significant commercial space. Black Sea Property AS has indirect ownership to the project and will work to finalize Sunrise River Beach Resort, to realize the project's added value through the sale of residential units and hotel operations.