Bulletin from Arcane Crypto's Extraordinary General Meeting on 19 March 2021At the Extraordinary General Meeting in Arcane Crypto AB ("Arcane Crypto" or the "Company") on 19 March 2021, which due to the corona virus has been conducted solely through postal voting in advance pursuant to temporary legislation, the resolutions presented below were passed. All resolutions were in accordance with submitted proposals, which are described in detail in the meeting documents available on the Company's website, investor.arcanecrypto.se. Revisions in option program
It was resolved to approve revisions in an employee stock option program for certain key employees. In September 2018, the Company's subsidiary Arcane Crypto AS entered into option agreements with two employees of Arcane Crypto AS, according to which the participants shall have the right to subscribe for shares in Arcane Crypto AS as partial compensation for the participants' work in Arcane Crypto AS (the "Option Agreements"). In August 2020, the Company entered into an agreement with Arcane Crypto AS regarding the acquisition of all shares in Arcane Crypto AS by means of a so-called reverse takeover (the "Transaction"). As the Transaction has been completed and Arcane Crypto AS now is part of the group in which the Company is the parent company (the "Group"), the general meeting resolved to revise the Option Agreements so that the participants instead shall have the right to subscribe for shares in the Company under the Option Agreements.
The revision has been calculated based on the terms of the Transaction and means that no more than 296,884,334 shares in the Company may be subscribed for with the options, divided into three tranches. The proposed revision means that each participant in the employee stock option program will be entitled to subscribe for the following number of shares in the Company with options in each tranche:
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Name
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Position
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Maximum number of shares in Arcane Crypto that can be subscribed for in each tranche
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Torbjørn Bull Jenssen
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CEO of Arcane Crypto AB and Arcane Crypto AS
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82,214,183 shares in tranche 1
54,809,133 shares in tranche 2
41,107,091 shares in tranche 3
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Henrik Skogstrøm
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CTO of Arcane Crypto AS
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54,809,617 shares in tranche 1
36,539,744 shares in tranche 2
27,404,566 shares in tranche 3
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Directed issue of warrants and approval of transfer of the warrants
In order to enable the Company's delivery of shares pursuant to the employee stock option program, the general meeting resolved on a directed issue of no more than 137,023,800 warrants of series TO 2021:1, no more than 91,348,877 warrants of series TO 2021:2 and no more than 68,511,657 warrants of series TO 2021:3, entitling to subscription of a total of 296,884,334 shares in the Company, meaning that the Company's share capital may increase by no more than SEK 1,083,248.950033 upon full exercise of the warrants of all series. The right to subscribe for the warrants shall, with deviation from the shareholders' preferential rights, be given to Arcane Crypto AB. The reason for the deviation from the shareholders' preferential rights is that the issue forms part of the establishment of the employee stock option program.
Each (1) warrant of series TO 2021:1 entitles the holder to subscribe for one (1) share in the Company at a price of SEK 0.018245 per share during the period from the registration of the warrants with the Swedish Companies Registration Office up to and including 1 March 2022. The complete terms and conditions for the warrants of series TO 2021:1 are available on the Company's website, investor.arcanecrypto.se.
Each (1) warrant of series TO 2021:2 entitles the holder to subscribe for one (1) share in the Company at a price of SEK 0.027368 per share during the period from the registration of the warrants with the Swedish Companies Registration Office up to and including 1 September 2022. The complete terms and conditions for the warrants of series TO 2021:2 are available on the Company's website, investor.arcanecrypto.se.
Each (1) warrant of series TO 2021:3 entitles the holder to subscribe for one (1) share in the Company at a price of SEK 0.036490 per share during the period from the registration of the warrants with the Swedish Companies Registration Office up to and including 1 March 2023. The complete terms and conditions for the warrants of series TO 2021:3 are available on the Company's website, investor.arcanecrypto.se.
Transfer of warrants
The general meeting has further resolved that the Company may transfer the warrants to the participants in the employee stock option program, Torbjørn Bull Jenssen and Henrik Skogstrøm, without consideration in connection with the exercise of the employee stock options. For further information, please contact:
Torbjørn Bull Jenssen, CEO, Arcane Crypto AB
e-mail: [email protected]
web: investor.arcanecrypto.se
The following documents can be retrieved from beQuoted
Arcane Crypto Notice from extraordinary general meeting.pdf About Arcane Crypto
Arcane Crypto develops and invests in projects, focusing on bitcoin and digital assets. Arcane operates a portfolio of businesses, spanning the value chain for digital finance. As a group we deliver services targeting payments, investment, and trading. In addition, we have a media and research leg.
Arcane has the ambition to become a leading player in the digital assets space by growing the existing businesses, invest in cutting edge projects, and through acquisitions and consolidation.
The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser, tel. +46 8 5030 1550, e-mail: [email protected], web: www.mangold.se.
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