Reference is made to the previous stock exchange announcements from Black Sea Property AS (the "Company") regarding the rights issue of up to 200,000,000 new shares (the "Offer Shares") at a subscription price of NOK 0.05 per Offer Share (the "Subscription Price"), raising gross proceeds of up to NOK 10,000,000 (the "Rights Issue"). The Rights Issue is not underwritten.
The subscription period in the Rights Issue will commence today, 30 September 2025.
Nordea Bank Abp, Filial I Norge, is acting as settlement agent in the Rights Issue (the "Settlement Agent").
Subscription material
The Company has prepared an invitation letter (the "Invitation Letter") relating to the Rights Issue, which constitutes the subscription material for the Rights Issue.
Subject to applicable securities laws, the Invitation Letter is available at the websites of the Company (https://blackseaproperty.no/) and the Settlement Agent (https://www.nordea.com/en/issuances), and is also attached to this stock exchange notice.
Allocation of Subscription Rights:
The shareholders in the Company as of 25 September 2025 (as registered in the Euronext Securities Oslo, the Norwegian Central Securities Depository ("VPS") on 29 September 2025 pursuant to the two days’ settlements procedure of VPS (the "Record Date") who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for and be allocated, Offer Shares at the Subscription Price.
Existing Shareholders have been granted 0.7638 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Rights will, subject to applicable law, give the right to subscribe for and be allocated one (1) Offer Share at the Subscription Price. Over-subscription is permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without Subscription Rights is not permitted.
The grant or purchase of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. Further, no Offer Shares or Subscription Rights will be offered or sold within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act.
Subscription period for the Offer Shares:
The subscription period shall commence at 09.00 (CEST) on 30 September 2025 and end at 16.30 (CEST) on 14 October 2025 (the "Subscription Period").
Subscription Rights:
The Subscription Rights will be registered in the VPS with ISIN NO 0013673160 and will be distributed to each Existing Shareholder's VPS account at the start of the Subscription Period. The Subscription Rights will be distributed free of charge to the Existing Shareholders.
The Subscription Rights may be used to subscribe for Offer Shares in the Rights Issue before the expiry of the Subscription Period on 14 October 2025 at 16:30 (CEST).
The Subscription Rights will not be admitted to trading on any organized marketplace.
Existing Shareholders who do not use their Subscription Rights to subscribe for Offer Shares before the expiry of the Subscription Period will not be entitled to be allocated any Offer Shares. Existing Shareholders that do not want to subscribe for Offer Shares will not be able to realize any economic value of the grant of Subscription Rights to such Existing Shareholder and will also be subjected to dilution of their proportionate ownership of Shares in the Company.
Subscription procedure:
In order to subscribe for Offer Shares, investors holding Subscription Rights need to complete the subscription form for the Rights Issue (the "Subscription Form") and submit it to the Settlement Agent by 16:30 hours (CEST) on 14 October 2025 or subscribe via the VPS online subscription system within the same deadline.
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to subscribe for Offer Shares through the VPS online subscription system by following the link on https://investor.vps.no/sc/servlet/no.vps.sc.servlets.SCLogonServlet?ISIN=NO0013673160&TSted=000VP&Sig=d944f1489befdd95601e117872f5f8e4b84d22e00b7bf01b8a36e59cc838dc66 (which will redirect to the VPS online subscription system).
Please note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the Subscription Period (14 October 2025 at 16:30 CEST), will lapse without compensation and consequently be of no value.
Allocation of Offer Shares:
Allocation of the Offer Shares will take place on or about 15 October 2025 in accordance with the following criteria:
(i) First, Offer Shares will be allocated in accordance with granted Subscription Rights to subscribers who have validly exercised Subscription Rights during the subscription period; and
(ii) Second, any unallocated Offer Shares following the allocation under (i) above shall be allocated to subscribers who have over-subscribed on pro rata basis based on the number of Subscription Rights exercised by each subscriber; and
(iii) Finally, any unallocated shares following the allocation under (ii) above may be subscribed by lenders to the Company under the shareholder loan with a principal amount of approximately NOK 5.34 million raised in November 2024 ("Shareholder Loan 1").
No fractional Offer Shares will be allocated. The Company reserves the right to round off, reject or reduce any subscription for Offer Shares not validly made or covered by Subscription Rights and will, in case of over-subscription only allocate Offer Shares to the extent that Offer Shares are available to cover such over-subscriptions.
The result of the Rights Issue is expected to be published on or about 15 October 2025 in the form of a stock exchange notification from the Company, available on www.newsweb.no under the ticker code "BSP".
Payment, delivery and trading of the Offer Shares:
The payment is expected to be debited on 17 October 2025 (the "Payment Due Date"). Payment for the allocated Offer Shares must be available on the specific bank account on the business day prior to the Payment Due Date, i.e. 16 October 2025. The Offer Shares will carry right to dividends as from the date of registration of the Offer Shares with the NRBE and will be delivered through the facilities of the VPS on or about 22 October 2025 (tentative date, and subject to timely registration of the share capital increase pertaining to the Rights Issue).
Other information / Conditions for completion of the Rights Issue:
The completion of the Rights Issue is subject to the following conditions: (i) that the minimum number of Offer Shares is subscribed (i.e. 1 Offer Share), and (ii) that the minimum subscription amount is fully paid-up.
Advisors
Advokatfirmaet CLP DA is acting as Norwegian legal counsel for the Company in the Rights Issue.
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.