ORTELIUS Secures SEK 5 Million Financing to Support Continued Development

Key Loan Terms

• Default interest: In case of late payment, default interest is payable at an additional 4 per cent per commenced month on overdue amounts, corresponding to a total interest cost of 6 per cent per commenced month on such amounts.
• Drawdowns / tranches: The facility may be drawn in one or several tranches, subject to JEQ’s approval and the Company’s requests. Each drawdown may not exceed five (5) per cent of the Company’s market capitalization at the time of the relevant disbursement.
• Early repayment: Ortelius is entitled, but not obliged, to repay all or part of the outstanding loans before the maturity date without premium. Any partial prepayment will first be applied against accrued interest.
• Early termination by lender: The lender may demand immediate repayment if the Company uses the loan for purposes other than working capital, breaches the agreement without remedy within 30 business days of written notice, or raises new debt from third parties or provides security (except for permitted financing such as invoice factoring or subordinated debt).
• Interest rate: Interest is payable on drawn amounts at 2 % per commenced month. Interest may be capitalized on a monthly basis and is payable upon repayment of the outstanding loans.
• Loan amount: SEK 5 million credit facility (setup fee of SEK 250,000, equivalent to 5 % of the facility, payable regardless of drawdown).
• Maturity: All loans under the facility, including accrued and capitalized interest and any remaining arrangement fee, fall due for repayment on 31 December 2026.
• Use of proceeds: The facility is intended to be used as working capital in Ortelius’ operations.

Conversion Rights and Participation in Future Share Issues
As long as any amount remains outstanding under the loan agreement, JEQ is entitled, as an alternative to cash repayment, to request that Ortelius carries out one or more directed set-off share issues to JEQ.

• Authorization: The Board of Directors of Ortelius has undertaken, in accordance with the loan agreement, to use its existing share issue authorizations and to ensure that, throughout the term of the loan, there is sufficient authorization in place to enable the issuance of shares required to satisfy JEQ’s conversion right as described above.
• Minimum conversion amount: Each such conversion must correspond to at least SEK 500,000 of the outstanding claim.
• Subscription price: The subscription price in each directed set-off issue shall correspond to 80 per cent of the volume-weighted average price (VWAP) of the Company’s shares on Nasdaq First North Growth Market during the ten (10) trading days immediately preceding the relevant conversion date.

In addition, if Ortelius carries out any new share issue with preferential rights for existing shareholders during the term of the loan agreement, JEQ has:

• the right, but not the obligation, to participate in such rights issue by way of set-off of its outstanding claim under the loan agreement, and
• an agreed preferential right, but not the obligation, to act as guarantor in such rights issues on market-based terms.

Such rights issues may include an over-allotment option that enables JEQ to set off all or part of its outstanding claim against the total subscription price.

Rights issue undertaking after maturity
If the loans have not been repaid in full on the maturity date (31 December 2026), Ortelius is obliged under the loan agreement to convene a general meeting within fourteen (14) calendar days after the maturity date to resolve on a rights issue on market terms. In such rights issue:

• JEQ shall be given a preferential right to act as guarantor up to the full guaranteed amount; and
• the rights issue shall include an over-allotment option that enables JEQ to set off its remaining claim under the loan agreement, in whole or in part, against the subscription price.

If Ortelius fails to resolve on or convene a general meeting for such a rights issue within the stipulated time and on the agreed terms, the Company shall pay a contractual penalty of SEK 1 million to JEQ.

Expected impact and potential dilution
The financing strengthens Ortelius’ working capital and improves the Company’s financial flexibility in the near to medium term. At the same time, the conversion right and the possibilities for set-off in future capital raisings may, if exercised, lead to dilution for existing shareholders.

The potential dilution cannot be quantified at this stage and will depend, among other things, on the Company’s share price at the time of any conversion or set-off, the size and structure of any future share issues and the extent to which JEQ elects to exercise its rights under the loan agreement.