Goobit announces the outcome of the rights issue of units and receives approximately SEK 25.1 million

“We would like to thank both existing and new shareholders for their confidence and support in the Rights Issue. Following the set-off, the Company is debt-free except for current operating liabilities. At the same time, the capital injection strengthens our financial position and gives us a good foundation to focus on the launch and commercialisation of Futureproof,” says Gustav Buder, CEO of Goobit.

Outcome of the Rights Issue
The Rights Issue was resolved on by the Board of Directors on 14 September 2026 and approved by the annual general meeting on 15 October 2026. It comprised a maximum of 73,931,510 units. Each unit consists of seventeen (17) shares and one (1) warrant of series TO 2, corresponding to a total of not more than 1,256,835,670 new shares and not more than 73,931,510 warrants of series TO 2. The subscription price was SEK 0.34 per unit, corresponding to SEK 0.02 per share. The warrants are issued free of charge. The subscription period ended on 5 November 2026.

Of the 73,931,510 units offered, 42,932,179 units, corresponding to approximately 58.1 percent of the Rights Issue, have been subscribed for with the exercise of unit rights. In addition, 14,703,168 units, corresponding to approximately 19.9 percent of the Rights Issue, have been subscribed for without the exercise of unit rights. In total, approximately 78.0 percent of the Rights Issue has thus been subscribed for with and without the exercise of unit rights. The conditional subscription undertaking is utilised for 7,391,177 units, corresponding to approximately 10.0 percent of the Rights Issue, and the underwriting commitment for 8,904,986 units, corresponding to approximately 12.0 percent of the Rights Issue. The Rights Issue is thus fully subscribed.

The conditional subscription undertaking, which was provided by board member Christian Ander through Blockchain AB, has been assumed in its entirety by Jinderman & Partners AB on the same terms. The corresponding issue proceeds will thus be received by the Company from Jinderman & Partners AB.

Issue proceeds
Through the Rights Issue, Goobit will receive approximately SEK 25.1 million before issue costs, of which approximately SEK 13.8 million is intended to be paid through set-off of claims against the Company and approximately SEK 11.4 million in cash. The cash portion of the issue costs is estimated to amount to approximately SEK 2.3 million, of which approximately SEK 0.8 million relates to underwriting compensation. Upon full exercise of all warrants of series TO 2 issued in the Rights Issue and the Compensation Issue, the Company may receive an additional approximately SEK 9.1 million before issue costs.

Underwriting compensation
Underwriting compensation is payable for the underwriting commitment consisting of ten (10) percent of the underwritten amount in cash and ten (10) percent of the underwritten amount in the form of newly issued units. The Board of Directors has therefore, by virtue of the authorisation from the annual general meeting on 15 October 2026, resolved on a directed issue of 2,240,300 units to Vator Securities AB (the “Compensation Issue”), corresponding to 38,085,100 shares and 2,240,300 warrants of series TO 2. The subscription price in the Compensation Issue is SEK 0.34 per unit, which corresponds to the subscription price in the Rights Issue.

Change in the number of shares and share capital and dilution
Through the Rights Issue, the number of shares in Goobit increases by 1,256,835,670 and through the Compensation Issue by an additional 38,085,100. Following registration with the Swedish Companies Registration Office, the number of shares in the Company will amount to 1,664,578,320, and the share capital will increase by SEK 12,949,207.70 to SEK 16,645,783.20. This corresponds to a dilution effect of approximately 77.8 percent of the number of shares and votes in the Company after the Rights Issue and the Compensation Issue.

Through the Rights Issue and the Compensation Issue, a total of 76,171,810 warrants of series TO 2 are issued, of which 73,931,510 in the Rights Issue and 2,240,300 in the Compensation Issue. Each warrant entitles the holder to subscribe for five (5) new shares at a subscription price of SEK 0.024 per share. Upon full exercise of all warrants, the number of shares will increase by an additional 380,859,050 to 2,045,437,370 and the share capital by an additional SEK 3,808,590.50, corresponding to a dilution effect of approximately 18.6 percent of the number of shares and votes in the Company after full exercise.

Allocation, trading and registration
Allocation of units subscribed for without the exercise of unit rights has been made in accordance with the principles set out in the information document published by the Company on 20 October 2026. Notice of allocation will be sent in the form of a contract note on or around 10 November 2026. Allocated units shall be paid for in cash in accordance with the instructions on the contract note. Investors who have subscribed through a nominee will receive notice in accordance with the procedures of their respective nominee. Only investors who are allocated units will be notified.

The Rights Issue is expected to be registered with the Swedish Companies Registration Office in week 47 2026. Trading in paid subscribed units (BTU) on NGM Growth Market is expected to continue up to and including 20 November 2026. Trading in the new shares is expected to commence in week 48 2026. The warrants of series TO 2 will be admitted to trading on NGM Growth Market after the Rights Issue has been registered with the Swedish Companies Registration Office, and the first day of trading in the warrants will be announced by press release in connection with the registration. The warrants of series TO 2 may be exercised for subscription of new shares during the period from 18 May 2027 up to and including 1 June 2027.

Advisers
Corpura Fondkommission AB acts as Sole Coordinator and Bookrunner and Advokatfirman Lindahl KB acts as legal adviser to the Company in connection with the Rights Issue. Vator Securities AB acts as issuing agent.

For further information, please contact:
Gustav Buder, CEO, Goobit Group AB
Email: ir@goobit.se

About Goobit Group
Goobit Group AB (publ) operates in the financial sector and offers Bitcoin-focused services under the BTCX brand. Under the Futureproof brand, the group is developing a savings platform for bitcoin, gold and interest-bearing assets. The group consists of the wholly owned subsidiaries Goobit AB and Goobit Blocktech AB and is headquartered in Stockholm.

For more information, visit www.goobit.se

Important information
The information in this press release does not constitute an offer to acquire, subscribe for or otherwise trade in shares, warrants or other securities in Goobit Group AB (publ). No action has been taken, and no action will be taken, to permit an offering to the public in any jurisdiction other than Sweden.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or South Korea, or any other jurisdiction where such action would be unlawful, subject to legal restrictions or require measures other than those required under Swedish law. Actions in breach of this instruction may constitute a violation of applicable securities laws. This press release does not constitute an offer of, or an invitation to acquire or subscribe for, securities in the United States. No shares, warrants, unit rights or other securities issued by the Company (“Securities”) have been or will be registered under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and no Securities may be offered, subscribed for, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of the relevant state or other jurisdiction of the United States. The Securities have not been approved or registered, and will not be approved or registered, by the US Securities and Exchange Commission, any state securities authority or other authority in the United States. Nor has any such authority assessed or expressed a view on the offering or on the accuracy and reliability of the information document. Any representation to the contrary is a criminal offence in the United States.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. In any EEA Member State other than Sweden, this announcement is only addressed to and directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein are only being distributed to, and are 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” (within the meaning of the UK version of Regulation (EU) 2017/1129, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018) 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 UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under 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 relevant persons 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 document and should not act on or rely on it.

Forward-looking statements
This press release contains certain forward-looking information that reflects the Company’s current view of future events and financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions implying indications or predictions of future development or trends, and which are not based on historical facts, constitute forward-looking information. Forward-looking information is by its nature associated with both known and unknown risks and uncertainties, as it depends on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or development, and actual outcomes may differ materially from what is stated in forward-looking information.