The Board of Directors of Nidhogg Resources Holding AB (publ), org.nr 556566-4298 (the "Company" or "Nidhogg"), has, based on the authorization granted by the Extraordinary General Meeting, resolved on a directed set-off issue of shares of SEK 500,000.

The Company has an outstanding debt of SEK 500,000 to Industrikronan AB (the “Subscriber”) under a loan agreement entered into on 15 October 2025 between the Company and the Subscriber. The Board of Directors of Nidhogg intends to resolve on an issue of 500,000 new shares (the “Directed Share Issue”) to the Subscriber, to be paid through set‑off against the outstanding debt. Following negotiations with the Subscriber, the subscription price has been set at SEK 1.00 per share, corresponding to a premium of approximately 15.5 percent compared with the volume‑weighted average price of the Company’s share over the past 21 trading days (SEK 0.866).

The Directed Share Issue has been resolved based on the authorization granted by the Company's extraordinary general meeting held on November 5, 2025.

The deviation from the shareholders’ preferential rights is based on an agreement between the Company and the Subscriber regarding the Subscriber’s claim against the Company. Following an overall assessment, the Board of Directors has concluded that it is more advantageous for the Company and its shareholders that the debt be settled through set‑off against newly issued shares at a premium, rather than by compensating the Subscriber in cash.

The Board considers that the Company thereby avoids a cash outflow, which strengthens liquidity and reduces the need for external financing. The Board further considers that the measure improves the Company’s equity ratio. Finally, the Board assesses that a subscription price of SEK 1.00 per share—representing a premium of approximately 15.5 percent compared with the volume‑weighted average (VWAP) price over the past 21 trading days (SEK 0.866 per share)—is in line with market conditions. Taken together, the Board believes that the share issue reduces the Company’s financial risk and thereby protects long‑term shareholder value.

Through the Directed Share Issue, the number of shares in the Company will increase by a total of 500,000. The number of shares increases from SEK 8,961,324 to 9,461,324 shares and the share capital increases by SEK 500,000, from SEK 8,961,324 to SEK 9,461,324. The dilution for existing shareholders amounts to approximately 5.3 percent.

Contact

Niclas Biörnstad, CEO Nidhogg Resources Holding AB (publ)

E-mail: niclas@nidhoggresources.com

Phone: +46 707299769

About Nidhogg Resources

Nidhogg Resources Holding AB (publ), www.nidhoggresources.se, is a Swedish limited liability company with a focus on commodities. Nidhogg was founded by individuals with a total of over 60 years of experience in the commodities market, with backgrounds ranging from exploration to exploitation as well as sales and a passion for extracting natural resources by applying innovative technology together with existing infrastructure.