ORTELIUS International AB (publ) (“ORTELIUS” or the “Company”) announces that the Board of Directors has today, based on the authorisation granted by the Annual General Meeting, resolved on a directed issue of 36,262,683 shares to Loft Structured Opportunities Fund I (“Loft Capital”). The issue is carried out in accordance with the financing agreement regarding convertible notes with attached warrants announced by the Company on 14 July 2026 (the “Financing Agreement”).
This is an unofficial translation of the Swedish press release. In the event of any discrepancy between the Swedish original and this English translation, the Swedish version shall prevail.
Background
In connection with the first tranche of SEK 3.5 million under the Financing Agreement, the Company issued 30,000,000 collateral shares (Collateral Shares) to Loft Capital on 22 July 2026. The purpose of the collateral shares is to secure the Company’s delivery of shares upon conversion of convertible notes and exercise of warrants.
Loft Capital has used all 30,000,000 collateral shares and, in addition, the Company has a delivery obligation of 6,262,683 shares. Pursuant to the Financing Agreement, the Company shall therefore issue a total of 36,262,683 new shares to Loft Capital. The issue restores the collateral share position to 30,000,000 shares and covers the remaining delivery obligation. Following the issue, the outstanding loan amount under the Financing Agreement amounts to approximately SEK 2.3 million.
Terms of the issue
The shares are issued at the quota value (SEK 0.0375058 per share), corresponding to a total subscription amount of approximately SEK 1.4 million. The subscription price has been determined in accordance with the terms of the Financing Agreement. As the shares serve as collateral for the Company’s obligations under the Financing Agreement, the subscription price does not exceed the quota value.
The reason for the deviation from the shareholders’ preferential rights is to fulfil the Company’s commitments under the Financing Agreement. The Board of Directors considers the issue necessary in order to meet the Company’s contractual obligations.
Under the Financing Agreement, Loft Capital has undertaken to transfer, by way of power of attorney, the voting rights attached to the collateral shares to persons appointed by the Company. The Company currently has no intention of exercising these voting rights. Collateral shares not used to fulfil the Company’s delivery obligations shall be returned to the Company without consideration once all obligations under the Financing Agreement have been fulfilled.
Shares, share capital and dilution
Through the issue, the number of shares in ORTELIUS increases from 209,557,010 to 245,819,693. The share capital increases by SEK 1,360,060.936061, from SEK 7,859,605.371566 to SEK 9,219,666.307627. The issue entails a dilution of approximately 14.8 percent of the number of shares and votes in the Company.
Illustrative example: If the entire remaining loan amount of approximately SEK 2.3 million is converted at an assumed conversion price of SEK 0.04 per share, approximately 57,500,000 shares would be required. Of these, 30,000,000 shares can be delivered from existing collateral shares, meaning that approximately 27,500,000 new shares would need to be issued. The number of shares would then amount to approximately 273,319,693, corresponding to an additional dilution of approximately 10.1 percent. At an assumed conversion price of SEK 0.03 per share, approximately 46,666,667 new shares would instead need to be issued, corresponding to an additional dilution of approximately 16.0 percent. The examples are illustrative only. The actual conversion price is determined in accordance with the terms of the Financing Agreement at each conversion and may be lower than in the examples, which would result in more shares and a higher dilution. The final dilution also depends on the amounts converted, any fees under the Financing Agreement paid in shares, and any exercise of warrants.
According to the Company’s current Articles of Association, as set out in the current certificate of registration, the number of shares in the Company may not exceed 249,480,192. Following the issue, a maximum of 3,660,499 additional shares may therefore be issued within the limits of the current Articles of Association. Should Loft Capital call for more shares than this, a general meeting must first resolve to amend the limits on the number of shares in the Articles of Association. The Company has convened a general meeting on 10 November 2026 to resolve on such an amendment.