ORTELIUS International AB (publ) ("ORTELIUS" or the "Company") announces that the Board of Directors has today, pursuant to the authorization granted by the Annual General Meeting, resolved on a directed issue of 30,000,000 shares to Loft Structured Opportunities Fund I ("Loft Capital"). The share issue is carried out in accordance with the financing agreement announced by the Company on 14 July 2026.
The issued shares constitute collateral shares under the financing agreement. The purpose of the Collateral Shares is to secure the Company's future delivery of shares to Loft Capital in connection with conversions of convertible bonds and exercises of warrants. Pursuant to the financing agreement, Loft Capital has undertaken to transfer the voting rights attached to the Collateral Shares to persons designated by the Company through a proxy arrangement. The Company currently has no intention of exercising such voting rights.
The Collateral Shares may be used to fulfil the Company's future share delivery obligations under the financing agreement. Any Collateral Shares that are not used for this purpose shall be returned in accordance with the terms of the financing agreement once all obligations thereunder have been fulfilled. Accordingly, it is not currently possible to determine how many of the issued Collateral Shares will ultimately remain with Loft Capital.
The shares are issued at quota value ( SEK 0.0375058). Subscription is made through set-off against the Company's obligation to pay a non-default premium of approximately SEK 1.1 million under the financing agreement. Consequently, the share issue does not provide the Company with any new cash proceeds but settles a contractual obligation through newly issued shares.
The reason for the deviation from the shareholders' pre-emptive rights is to fulfil the Company's obligations under the financing agreement. The Board of Directors considers the share issue necessary in order for the Company to meet its contractual commitments.
Following the share issue, the number of shares in ORTELIUS will increase from 125,057,010 shares to 155,057,010 shares. The share capital will increase from SEK 4,690,364.44 to SEK 5,815,538.73. The share issue results in a dilution effect of approximately 19.3 per cent for existing shareholders, based on the number of shares outstanding after completion of the share issue. The ultimate effect will depend on the extent to which the Collateral Shares are utilized under the financing agreement.