Series TO 1 Warrants Exercise Period Begins Today

Today, May 4, 2022marks the start of the exercise period of the TO 1 series warrants in Fair Solutions A/S (“Loyal Solutions” or the “Company”). The warrants were issued in connection with the Company’s IPO of units which took place in June 2021. The exercise period runs until May 25, 2022. Upon the full exercise of all Warrants, Faithful solutions will receive approximately 32 million Swedish crowns (before deduction of transaction costs). An information document and subscription forms (in English and Swedish) are available on the websites of Faithful solutions (www.loyalsolutions.eu), Sedermera Corporate Finance AB (www.sedermera.se) and Nordic Issuing AB (www.nordic-issuing.se).

Series TO Warrants 1

As part of the Company’s initial public offering in June 2021, Faithful solutions issued (free shares and warrants). In total, there are 1,333,332 Series TO 1 Warrants outstanding. During the exercise period of the Series TO 1 warrants, which begins today, the holder of the warrant has the option to subscribe, for each (1) warrant, to one (1) new share in Faithful solutions at a price of SEK24.00 per share. The Series TO 1 Warrants trade on the Nasdaq First North Growth Market until May 23, 2022but exercisable until the last day of the exercise period, May 25, 2022. Thereafter, the Warrants will be cancelled. Upon the full exercise of all Warrants, Faithful solutions will receive net proceeds of approx. 29.5 million Swedish crowns. Proceeds from the exercise of the Warrants will be used primarily to fund the following planned activities:

1. Increase in sales (about 60%)

2. Operations (about 30%)

3. R&D investment in the platform (around 10%)

Information document and subscription forms

An information document and subscription forms (in English and Swedish) are available on the websites of Faithful solutions (www.loyalsolutions.eu), Sedermera Corporate Finance AB (www.sedermera.se) and Nordic Issuing AB (www.nordic-issuing.se).

Important Dates Related to the Exercise Period of the Series TO 1 Warrants

May 4, 2022: The exercise period begins.

May 23, 2022: Last trading day for warrants.

May 25, 2022: End of exercise period.

May 30, 2022: Anticipated communication of the result of the exercise of the mandate.

June 3, 2022: Plan to convert provisional shares into shares.

The offer in brief

• Exercise period: May 4-25, 2022.
• Exercise price: One (1) warrant gives the right to subscribe to one (1) new share at the price of SEK24.00 per share.
• Last trading day for warrants: 23 May 2022.
• Number of shares outstanding: 1,333,332.
• Issue volume: If all warrants are exercised, the Company will receive approx. 32 million Swedish crowns before deducting transaction fees.
• Symbol, ISIN: TRUE TO 1, DK0061549219.

Shares and share capital

Upon exercise in full of the Series TO 1 Warrants, the number of shares Faithful solutions will be increased from 1,333,332 shares to 10,833,330 shares and the share capital will be increased by DKK 1,333,332 for DKK 10,833,330. This results in a dilution of approximately 12.3% based on the number of shares outstanding in Faithful solutions after complete exercise of all TO 1.

Advisors

Sedermera Corporate Finance AB is the financial advisor and Markets and Company Law Nordic AB is the legal adviser to Faithful solutions in connection with the exercise of the warrants. Nordic Issuing AB is the issuing agent and Shark Communication AB assisted the Society with communications advice.

For more information regarding the exercise of the Warrants, please contact:

Sedermera Corporate Finance AB
Telephone: +46 40 – 615 14 10
Email: cf@sedermera.se
www.sedermera.se

Nordic Issuing AB
Telephone: +46 (0)40-632 00 20
Email: info@nordic-issuing.se
www.nordic-issuing.se

For more information on Faithful solutions please contact:

Pierre KisbyeCEO
Telephone: +45 21 28 69 60
Email: pki@loyalsolutions.eu
Website: www.loyalsolutions.eu

Certified Advisor
Svensk Kapitalmarknadsgranskning AB
Telephone: +46 (0) 11 32 30 732
Email: ca@skmg.se

Faithful solutions was established in 2009 with the sole purpose of revolutionizing the loyalty industry with new technologies, new transparent concepts and a 100% focus on the end customer. Faithful solutions quickly became one of the world’s leading providers of loyalty concepts, solutions and technologies for certain industries and customers. The company’s proprietary technology and global private cloud solutions are state-of-the-art and market-leading. Faithful solutions also offer customers full outsourcing options, making implementing a comprehensive program seamless and easy. The head office is at Copenhagen and the Company is currently represented in stockholm, Palo Alto, Bombay, Cairo, dubai, Johannesburg, melbourneand sydney.

https://news.cision.com/loyal-solutions-as/r/the-exercise-period-for-warrants-of-series-to-1-begins-today,c3559047

https://mb.cision.com/Main/20251/3559047/1574253.pdf

https://mb.cision.com/Public/20251/3559047/87e73e524a85cc88.pdf

https://mb.cision.com/Public/20251/3559047/b9025741c5fcecbf.pdf

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