iZafe Acquires Pilloxa, Carries Out a Directed Issue of Shares and Warrants to Qualified Investors and Issues Warrants Free of Charge to Existing Shareholders

STOCKHOLM, SE / ACCESSWIRE / November 28, 2022 / iZafe Group (STO:IZAFE-B) iZafe Group AB (publ) ("iZafe" or the "Company") has today entered into a share purchase agreement with the owners of Pilloxa AB ("Pilloxa") regarding the acquisition of all outstanding shares of Pilloxa in accordance with the letter of intent communicated by press release on August 18, 2022. Access to the shares in Pilloxa was completed today. iZafe has also successfully completed a directed issue of 20,833,334 units, each unit consisting of one (1) share and two (2) warrants of series TO13B. The subscription price per unit amounts to SEK 0.24, corresponding to a price per share of SEK 0.24 as the warrants are issued free of charge and the Company is thereby provided with approximately SEK 5 million before transaction costs (the "Directed Issue"). Qualified investors such as Jan Hardenborg, Eva Redhe, Fredrik Sjödin, Filippa Lindström, Karin Forseke, Peter Jörgensen, Lars Wedenborn and Mangold Fondkommission have through subscription commitments undertaken to participate in the Directed Issue. The Company has also decided to distribute 76,890,165 warrants of series TO13B to all shareholders in the Company after the acquisition of Pilloxa to capitalize the Company and to compensate for the dilution from the Directed Issue.

The Directed Issue

The Board of Directors of iZafe has, with the support of the authorization received at the Extraordinary General Meeting on September 28, 2022, today decided to carry out a directed issue of 20,833,334 units with deviation from existing owners' preferential rights, each unit consists of one (1) share and two (2) warrants of series TO13B. The subscription price per unit amounts to SEK 0.24, corresponding to a price per share of SEK 0.24, the warrants are issued free of charge. The Company receives approximately SEK 5 million before deductions for transaction costs. The subscription price for the Directed Issue has been determined through arm's length negotiations with several strategic and long-term investors over a period of time. The subscription price corresponds to a discount of 10 percent in relation to the volume weighted average price of the Company's share on the Nasdaq First North Premier Growth Market during the last five (5) trading days, from and including November 22, 2022, to and including November 28, 2022, which amounted to approximately 0.262 SEK. The Board of Directors thus assesses the subscription price to be at market terms.