OSLO, NORWAY: SpectrumOne AB (publ) has completed the acquisition of Cloud Explorers AS. Furthermore, SpectrumOne has entered a guarantee commitment of approximately SEK 25 million, as previously communicated, with Jörns Bullmarknad AB.

Lastly, the board informs regarding an updated preliminary timeline for the planned rights issue and directed issue of units and exercise period of associated warrants.

SpectrumOne has completed the acquisition of 70 % of the shares  in the Norwegian company Cloud Explorers AS. Together with the previously owned 30 % of the shares, SpectrumOne is now the 100 % owner of Cloud Explorers AS.

In order to correspond to the new timeline for the planned rights issue and the directed issue of warrants, the Parties have agreed to a new payment plan for the Shares whereby SEK 15 million is paid today, SEK 25 million on November 30, 2020 and the remaining SEK 10 million on April 1, 2021.

SpectrumOne has also today issued a Sellers Credit amounting to SEK 12.5 million to be set of against new shares in SpectrumOne at a price of SEK 1.50 each. The directed issue of 8,333,333 new shares in SpectrumOne will be registered with the Swedish Companies Registration Office after the record date of the rights issue of the warrants.

SpectrumOne has entered into a guarantee commitment agreement of up to SEK 25 million with Jörns Bullmarknad, as previously announced on February 17th, 2020. Previously, SpectrumOne announced Jörns Bullmarknad AB’s intention to enter into a guarantee commitment (top-down) of SEK 25 million in connection with the exercise period for warrants of series TO 2.

Jörns Bullmarknad´s aggregate investment, through the exercise of warrants of series TO 2 received through the rights issue of units and guarantee commitment, may not exceed SEK 25 million. The guarantee compensation, related to the guarantee commitment of up to SEK 25 million, is set to 8 percent.

The board considers this to be a market-based compensation, given the current financial market situation, as well as generally prevailing guarantee compensation levels in the growth company segment.

The guarantee commitment has not been secured through a pre-transaction, bank guarantee or similar. Jörns Bullmarknad AB is a sister company to Vildmarksstugor Norrland AB, SpectrumOne’s single largest shareholder.

As previously communicated, SpectrumOne plans to carry out a rights issue of units and a directed issue of units (comprising warrants in two different series) free of payment. Due to the uncertain and volatile market situation related to the outbreak and spread of COVID-19, the board has decided to update the planned timeline for the directed and rights issue of units and exercise period of associated warrants.

The final dates are planned to be formally decided upon and communicated by the board in the middle or end of April 2020.

As earlier communicated, the planned directed issue of units to Formue Nord Markedsneutral A/S and Formue Nord Fokus A/S can provide SEK 30 million – 40 million at a strike price of SEK 1,50 – 2,00 per share, assuming full exercise of all warrants in the issue.

The planned rights issue of warrants (warrants in two series and same series as planned directed issue), free of payment, to existing shareholders, can provide a further SEK 67,9 million – 90,5 million at a strike price of SEK 1,50 – 2,00 per share, assuming full exercise of all warrants in the issue.

The subscription price of the warrants of series TO 2 and TO 3 is planned to remain unchanged.

Due to the updated time schedule of the directed and rights issue of units and planned the exercise period for the warrants of series TO 2 and TO 3 the board has agreed with the investor Formue Nord A/S to postpone the date of the break -up fee from June 1 to September 1, 2020.

Furthermore, the new break-up fee is decreased to SEK 2 million, while as a compensation for the delay the SEK 3 million difference of the original break-up fee of SEK 5 million will be added to the loan amount. The board of SpectrumOne has decided to utilize only SEK 10 million of the initial agreed loan facility of SEK 15 million.

It is the board’s assessment that this amount will be sufficient to have the funds necessary to take SpectrumOne, including the newly acquired Cloud Explorers, to the next level of development in product-to-market and scalability as well as introducing our products to new markets.