ORTELIUS International AB (“Ortelius” or the “Company”) announces today that it has entered into a convertible bond issuance agreement (the “Agreement”) with Loft Structured Opportunities Fund I (“Loft Capital”), for a total committed financing facility of up to SEK 20.8 million (the “Facility”). Simultaneously, the Company has submitted a drawdown notice for the first sub-tranche of SEK 3.5 million.
The Facility
Under the terms of the Agreement, Loft Capital has committed to subscribe to up to 208 convertible bonds, each with a par value of SEK 100,000, for an aggregate amount of up to SEK 20.8 million. The facility is structured into 5 tranches, comprising an initial tranche of SEK 3.5 million available upon closing, a second tranche of SEK 2.3 million available 30 trading days thereafter, and three subsequent tranches of SEK 5.0 million each over a commitment period of 24 months.
Collateral Shares
To secure the Company's obligation to deliver shares upon conversion of bonds and exercise of warrants under the Facility, the Company will, in connection with the closing of the first tranche, issue 30,000,000 new shares to Loft Capital at the shares' quota value (the "Collateral Shares"). The subscription price for the Collateral Shares, amounting to SEK 1,125,000, is set off against the non-default premium payable by the Company, which forms part of the aggregate transaction costs described above.
The Collateral Shares correspond to approximately 24% of the current number of shares outstanding. Loft Capital is not entitled to dispose of the Collateral Shares other than in connection with conversion of bonds or exercise of warrants, in which case retained Collateral Shares may be used to satisfy the Company's delivery obligation, or following an event of default under the Agreement. Loft Capital will grant a proxy to the Company whereby all voting rights attached to the Collateral Shares are transferred to persons designated by the Company. Once all bonds have been redeemed, repaid or converted and no amounts remain outstanding under the Agreement, any remaining Collateral Shares will be returned to the Company for no consideration.
The key terms of the Facility are as follows:
with regards to warrants issued pursuant to the first tranche of bonds, one hundred and thirty percent (130%) of the lowest of both:
with regards to warrants issued pursuant to a subsequent tranche,
When calculating the warrant market price, any trading days in which the investor has sold Shares for more than twenty-five percent (25%) of the daily value traded shall be excluded.
Each warrant entitles the holder to subscribe for one new share in the Company and may be exercised during a period of thirty-six (36) months from issuance. Exercise of the warrants may result in additional dilution for existing shareholders upon exercise.
The maximum number of shares issuable under the Facility shall not exceed 50% of the Company’s total issued share capital at any time.
In consideration of the Facility, the Company shall pay aggregate transaction costs of SEK 2,125,000, corresponding to approximately 10.2 per cent of the total commitment amount of SEK 20.8 million. Such costs comprise commitment fees, a non-default premium related to the issuance of collateral shares, and legal fees
The bonds are not listed on any financial market.
First drawdown of SEK 3.5 million
Simultaneously with the execution of the Agreement, the Company has submitted a drawdown notice for the first sub-tranche of SEK 3.5 million. Net proceeds with the Company, after deduction of the commitment fee and legal fees, amounting to SEK 2.8 million.
Use of proceeds
The proceeds are intended to strengthen the Company’s working capital position and support the continued execution of its business plan, including ongoing project development and general corporate purposes.
CEO statement
Herman Weberg, CEO of Ortelius International AB, comments: “The agreement with Loft Capital provides access to flexible growth capital of up to SEK 20.8 million over the coming two years. This strengthens our financial position and provides flexibility to draw capital in line with the Company’s requirements and market conditions.”
Statement from Loft Capital
Peter Harrison, Director & Portfolio Manager of Loft Capital, comments:
“We are pleased to support Ortelius International AB at an important stage in its development. The Company has an established position in Enterprise AI and data readiness, long-standing relationships with leading industrial clients, and a clear plan to strengthen its financial position. This financing is structured to provide capital in line with the Company's operational requirements, and we look forward to financially supporting the Company as they execute on that plan.”
About Loft Capital
Loft Capital is an alternative investment firm focused on structured PIPE and convertible investments in publicly listed small-cap companies. Loft Capital targets companies undergoing transformational or capital-intensive periods, including growth initiatives, acquisitions, refinancing transactions, and other strategic corporate situations.
Dilution
The Maximum number of new shares that may be issued upon conversion of the bonds under the Facility shall not exceed 50% of the Company’s total issued share capital at any time. As at the date of this announcement, the Company has 106,426,426 shares outstanding. The full conversion of the Facility at a conversion price of SEK 0.18 would result in the issuance of a maximum 115,555,556 new shares, representing approximately 52.1% of the current share capital on a fully diluted basis. Conversion at price below SEK 0.18 would result in a higher number of shares being issued.