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THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, RUSSIA,
BELARUS, OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD
BE UNLAWFUL OR DEMAND ADDITIONAL REGISTRATION OR OTHER MEASURES. PLEASE REFER TO
“IMPORTANT INFORMATION” IN THE END OF THIS PRESS RELEASE.
Press Release
3 November 2025
The Board of Directors has resolved to allow payment through
set-off in the company's rights issue
The Board of Directors of Minesto AB (publ) (”Minesto” or the "Company") has resolved to allow
Fenja Capital to pay part of its subscription payment in the Company's rights issue of shares,
which was announced on 16 September 2025, (the "Rights Issue") through set-off. Minesto
announced on 18 June 2025 that the Company had raised a loan financing of SEK 22 million
from Fenja Capital. The set-off is made by Fenja Capital setting off its outstanding loan claims,
including accrued interest, totaling approximately SEK 22.2 million as payment for allocated
and subscribed shares in the Rights Issue.
Minesto announced on 18 June 2025 that the Company had raised a loan financing of SEK 22 million
from Fenja Capital (the "Loan"). According to the loan terms, the Loan should have been repaid in
full no later than 30 December 2025.
The Board of Directors of Minesto has resolved to allow Fenja Capital to set off its outstanding loan
claims, including accrued interest, totaling approximately SEK 22.2 million as payment for part of
the shares that Fenja Capital has been allocated and subscribed for in the Rights Issue. The Board
assesses that the resolution to allow set-off is appropriate and that it is in the interest of both the
Company and its shareholders to reduce the Company's indebtedness in a time- and cost-efficient
manner.
Advisers
Vator Securities AB is financial advisor and issuing agency, and MAQS Advokatbyrå is legal adviser
to the Company in connection with the Rights Issue.
For additional information please contact
Martin Edlund, CEO
ir@minesto.com
Cecilia Sernhage, Chief Communications Officer
+46 735 23 71 58
ir@minesto.com
About Minesto
Minesto is a leading marine energy technology company with the mission to minimise the global
carbon footprint of the energy industry by enabling plannable commercial power production from
the ocean.
Minesto's award winning and patented product is the only verified marine power plant that
operates cost efficiently in areas with low-flow tidal streams and ocean currents.
Minesto was founded in 2007 and has operations in Sweden, the Faroe Islands, Wales and Taiwan.
The major shareholders in Minesto are BGA Invest and Corespring New Technology. The Minesto
share (MINEST) is traded on Nasdaq First North Growth Market. Certified Adviser is G&W
Fondkommission.
Read more about Minesto at www.minesto.com
Press images and other media material is available for download via minesto.com/media
Financial information in English, including reports, prospectuses, and company descriptions, is
available at www.minesto.com/investors.
Important information
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal
restrictions and persons in the jurisdictions where this press release has been made public or distributed
should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible
for using this press release and the information herein in accordance with applicable rules in each jurisdiction.
This press release does not constitute an offer, or a solicitation of an offer, to acquire or subscribe for any
securities in Minesto in any jurisdiction, neither from Minesto nor from anyone else.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus
Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A simplified
prospectus for secondary issuances regarding the Rights Issue referred to in this press release has been
prepared and published by the Company. Within the European Economic Area (“EEA”), no public offering of
shares is made in member states other than Sweden. In any other EEA Member State, this communication is
only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the
Prospectus Regulation.
This press release does not identify, or purport to identify, risks (direct or indirect) that may be associated
with an investment in the Company. The information contained in this announcement is for background
purposes for the Rights Issue only and does not purport to be full or complete. No reliance may be placed for
any purpose on the information contained in this announcement or its accuracy or completeness.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for
securities in the United States. The securities referred to herein may not be sold in the United States absent
registration or an exemption from registration under the US Securities Act of 1933, as amended (the
“Securities Act”), and may not be offered or sold within the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There
is no intention to register any securities referred to herein in the United States or to make a public offering of
the securities in the United States. The information in this press release may not be announced, published,
copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States,
Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea,
Switzerland, or in any other jurisdiction where such announcement, publication or distribution of the
information would not comply with applicable laws and regulations or where such actions are subject to legal
restrictions or would require additional registration or other measures than what is required under Swedish
law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and
regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is
only being distributed to, and is only directed at, and any investment or investment activity to which this
document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons
having professional experience in matters relating to investments who fall within the definition of “investment
professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). In the United Kingdom, any investment or
investment activity to which this communication relates is available only to, and will be engaged in only with,
relevant persons. Persons who are not relevant persons should not take any action on the basis of this press
release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or
current expectations about and targets for the Company's future results of operations, financial condition,
liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which
the Company operates. Forward-looking statements are statements that are not historical facts and may be
identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should",
"could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements
in this press release are based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because
these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual
results or outcome could differ materially from those set out in the forward-looking statements as a result of
many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events
to differ materially from the expectations expressed or implied in this release by such forward-looking
statements. The Company does not guarantee that the assumptions underlying the forward-looking
statements in this press release are free from errors and readers of this press release should not place undue
reliance on the forward-looking statements in this press release. The information, opinions and forward-
looking statements that are expressly or implicitly contained herein speak only as of its date and are subject
to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to
release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances
that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North
Growth Market rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU
on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II
Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may
otherwise have with respect thereto, the shares have been subject to a product approval process, which has
determined that such shares are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market
Assessment”).
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the
Company may decline and investors could lose all or part of their investment; the shares in the Company offer
no guaranteed income and no capital protection; and an investment in the shares in the Company is
compatible only with investors who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks
of such an investment and who have sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Rights Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group
of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the
Company.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares in
the Company and determining appropriate distribution channels.