The Tellus Group secures subscription commitments and enters into a guarantee agreement for Series TO2 warrants totaling SEK 4.4 million

NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, EITHER DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION, OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Tellusgruppen AB (publ) (“Tellusgruppen” or “the Company”) announces today that it has received subscription commitments and guarantee undertakings totaling approximately SEK 4.4 million, corresponding to approximately 51.4 percent of the proceeds the Company can raise through the exercise of Series TO2 warrants (“TO2”).

Members of the Board of Directors and management, as well as major shareholders, have entered into subscription commitments totaling approximately SEK 3.8 million, corresponding to approximately 44.1 percent of the proceeds from the offering. Of this amount, SEK 3 million of the subscription commitments will be paid by offsetting outstanding loans to the Company.
 
In addition, the Company has entered into agreements regarding a bottom-up and top-down guarantee totaling approximately SEK 0.6 million, corresponding to approximately 7.2 percent of the issue proceeds the Company can raise through the exercise of TO2. Guarantee commitments through the bottom-up guarantee amount to approximately SEK 0.5 million, corresponding to approximately 5.8 percent of the issue proceeds. Guarantee commitments under the top-down guarantee amount to approximately SEK 0.1 million, corresponding to approximately 1.4 percent of the issue proceeds.

The bottom-up guarantee is invoked to the extent that the exercise rate for TO2 falls below 50.0 percent. The top-down guarantee is invoked to the extent that the warrant program is not fully subscribed.
 
Through subscription commitments, the floor guarantee, and the top-down guarantee, the warrant program is thus secured to approximately 51.4 percent. Guarantee commitments have been agreed upon in writing and have not been secured via a first-hand transaction, bank guarantee, pledge, or similar. Compensation for the floor guarantee commitment amounts to fifteen (15) percent of the guaranteed amount in cash. Compensation for the top-down guarantee commitment amounts to 20 percent of the guaranteed amount, which shall be offset against Series TO2 warrants. No compensation is paid for subscription commitments made.
The full terms and conditions for the warrants are available on the Company’s website, www.tellusgruppen.noboxdesign.se.

Please note that warrants that are not exercised by May 27, 2024, or sold by May 22, 2024, will expire worthless. To prevent the warrants from expiring, you must actively subscribe for shares or sell the warrants.
 
How to exercise the warrants:

Nominee-registered warrants (custody account):
Subscription and payment through the exercise of the warrant must be made in accordance with instructions from the respective nominee. Please contact your nominee for further information.
 
Directly registered warrants (VP account):
No issue statement or payment instructions will be sent out. Subscription must be made through simultaneous cash payment in accordance with the instructions on the subscription form. The warrants will then be replaced with interim shares pending registration with the Swedish Companies Registration Office.

Financial Advisor
Mangold Fondkommission AB is serving as financial advisor, and Hellström Advokatbyrå KB is serving as legal advisor in connection with the Offering. Mangold Fondkommission AB is acting as the underwriter in connection with the Offering.