Fuud decides on a directed issue of convertibles to Formue Nord Fokus A/S for SEK 23 million

STOCKHOLM, July 13, 2022 2:30 p.m. CET

The board of directors of FUUD AB (publ) (“Fuud” or “the Company”) has today, July 13, 2022with the support of the authorization of the General Assembly of June 14, 2022 and pursuant to a previously communicated agreement, has decided to raise convertible loans through a directed issue of two (2) convertibles to Formue Nord Fokus A/S (“Formue”) with nominal amounts of 5.5 million Swedish crowns and 17.5 million Swedish crownsrespectively, and the maturities up to and including December 15, 2022 and January 15, 2024, respectively (the “convertibles”). For convertibles, Formula pays SEK 5,225,000 and SEK16,625,000, respectively. Conversion may take place during the term of the Convertibles at a conversion price of SEK0.38 per share.

In accordance with an agreement previously communicated with Formue, Fuud’s Board of Directors, with the support of the authorization of the General Assembly June 14, 2022decided to raise convertible loans for a nominal amount of 23 million Swedish crowns by directed issue of one (1) series 1: 2022 nominal convertible 5.5 million Swedish crowns and one (1) Series 2: 2022 Convertible with a face value of 17.5 million Swedish crowns to Formula. Through this agreement, Formue is committed to underwriting and paying for the Convertibles.

The reason for the derogation from the shareholders’ preferential rights is (i) that the issue takes place within the framework of a refinancing of parts of the bridge loan, (ii) that the Company thus contributes, according to the overall assessment of the Board , simultaneously financing in a timely and cost-effective manner, and (iii) that the Company has recently completed a rights issue for existing shareholders of the Company which has not been fully subscribed. Overall, the Company considers that the reasons for carrying out this issue with derogation from shareholders’ preferential rights outweigh the reasons justifying the main rule of issues with maintenance of shareholders’ preferential rights and that an issue derogating from shareholders’ preferential rights the preferential right is therefore most advantageous for the Company and its shareholders.

The proceeds are intended to finance (i) the acquisitions of GI-boxen Sweden AB and Foodbox Scandinavia AB(ii) a northern expansion of existing brands, (iii) investments in the Company’s production facilities and (iv) other working capital requirements.

The convertible of 5.5 million Swedish crowns is due on December 15, 2022 and the convertible 17.5 million Swedish crowns is due on January 15, 2024, insofar as the conversion has not taken place before. For convertibles, Formula pays SEK 5,225,000 and SEK16,625,000, respectively, which was determined based on remote negotiations between the Company and Formue. The discount to the nominal amounts corresponds to a set-up fee of an aggregate of five (5) percent, which the Board of Directors of the Company considers to be market based. Conversion may take place during the term of the Convertibles at a conversion price of SEK0.38 per share.

The convertibles accrue at a fixed annual interest rate of twelve (12) percent, which is compounded on a calendar quarterly basis and is paid, to the extent conversion has not previously occurred, in connection with the deadline. Upon conversion, accrued interest is converted with the loan. Formue has the right to demand the conversion of all or part, however, at least 2 million Swedish crowns, of each convertible, from and including registration with the Swedish Companies Registration Office up to and including the maturity date of each convertible. Convertibles must be prepaid in certain cases and are subject to customary conversion conditions.

Upon conversion, a maximum of 69,820,687 new Company shares may be added, which corresponds to a capital increase of SEK 3,491,034.35 and a dilution of approximately 9.04%, based on the number of shares of the Company after registration of the new share issue. to the guarantors decided by the Board of Directors of the Company on July 6, 2022.

For more information please contact:

Pierre BlomCEO

Email: [email protected]

Telephone: 070-655 56 98

About Fuud Group

With the vision of becoming a leading Nordic company in the FMCG market, Foud brings together a number of exciting Swedish brands within Functional foods under one roof, to challenge existing players together in one of the fastest growing categories in the food industry.

Foud thrives through a combination of organic growth and acquisitions with a strong focus on high-quality content, exciting innovations and engaging design. Fuud’s The aim is to offer new and better alternatives to those already on the market, and at the same time to contribute to both better health and a better quality of life for the northern population.

With a naturally forward-looking mindset, a strong and motivated sales force and a number of experienced key players in management and the board, Foud has created a balance between muscle, dynamism and experience. The Fuud Group currently owns the following brands: iQ Fuel, Homie, Beijing8, Juica, Juice Culture, Bacoccoli, Frill, Nathalie’s, Barfly, Bezzt of Nature and Legendz.

The company is based in stockholm and is listed on the Nasdaq First North Growth Market, short name Foud. FNCA Sweden AB is the company’s certified advisor. Such. +46 (0) 8 528 00 399, e-mail [email protected]

NOT TO BROADCAST, DISTRIBUTE OR PUBLISH, 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 THE BROADCASTING, DISTRIBUTION OR PUBLICATION WOULD BE ILLEGAL OR REQUIRES REGISTRATION OR ANY OTHER ACTION.

IMPORTANT INFORMATION

The information contained in this press release does not constitute an offer to acquire, subscribe for or otherwise exchange any units, unit rights or other securities in Foud. No action has been taken and no action will be taken to permit an offer to the public in any jurisdiction other than Sweden. The invitation to interested persons to subscribe to shares of Foud will only be made through the Prospectus, which was published on June 8, 2022.

Neither the unit rights nor the subscribed shares paid (“BTUs“) nor have the newly issued shares been recommended or approved by any U.S. federal or state securities or regulatory authority. No Unit Rights, BTUs or newly issued shares have been registered or will be registered under the United States Securities Act of 1933 as it currently reads, or under any other applicable law in United States, Australia, hong kong, Japan, Canada, New Zealand, Swiss, Singapore, South Africa, South Korea, Russia, Belarus or in any other country where the Rights Issue or the distribution of the press release is contrary to applicable laws or regulations or requires that additional prospectuses be prepared, registered or any other action be taken in addition to what is required by Swedish law. Consequently, the press release, as well as the Prospectus, the subscription form and the other documents relating to the Capital Increase, may not be disseminated, published or distributed, directly or indirectly, in whole or in part, towards or within such a jurisdiction.

This press release is not a prospectus for the purposes of the Regulation (EU) 2017/1129 (the “Rules Prospectus“) and has not been approved by any regulatory authority in any jurisdiction. In any member state of the EEA, other than Swedenthis communication is addressed and addressed only to “qualified investors” of this Member State within the meaning of the Prospectus Regulation.

In the UKthis document and any other document relating to the securities described in this document are only being distributed and intended for, and any investment or investment activity to which this document relates is only available and will be engaged in with , “qualified investors” (within the meaning of UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part of UK law under the European Union (Withdrawal) Act 2018) who are (i) persons with professional experience in matters relating to investments which fall within the definition of ‘investment professionals’ in section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling under section 49(2)(a) to (d) of the Order (all such persons being referred to as “data subjects”). UK, any investment or investment activity to which this communication relates is only available and will be engaged in with relevant persons. Persons who are not relevant persons should not take any action based on this press release and should not act or rely on it.

This announcement may include forward-looking statements, which are based on Fuud’s current expectations and projections regarding future events and financial and operational development. Words such as “intends”, “will”, “expects”, “anticipates”, “may”, “plans”, “estimates” and other expressions that imply indications or predictions future developments or trends, constitutes forward-looking information. Forward-looking information is inherently associated with known and unknown risks and uncertainties, as it depends on future events and circumstances. Forward-looking information is not a guarantee of future performance or development and actual results may differ materially from what is expressed in the forward-looking information.

Such information, opinions and forward-looking statements contained in this announcement speak only as of this date and are subject to change without notice. Foud does not undertake to disclose updates or revisions to any forward-looking information, future events or similar circumstances, except as required by applicable law

This English announcement is an unofficial translation of the original Swedish announcement. In the event of any discrepancy between the Swedish announcement and the English translation, the Swedish announcement shall prevail.

https://news.cision.com/fuud/r/fuud-decides-on-a-directed-issue-of-convertibles-to-formue-nord-fokus-as-of-sek-23-million,c3600875

https://mb.cision.com/Main/17162/3600875/1604068.pdf

(c) Decision 2022. All rights reserved., sources Press Releases – English

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