Circio Holding ASA - Conversion of Convertible Bonds and funding requested under Additional Financing Commitment from Atlas

Reference is made to Circio Holding ASA's (the "Company") outstanding convertible bonds as issued to Atlas Special Opportunities, LLC ("Atlas") under the Investment Agreement entered into between Atlas and the Company in March 2023.

Atlas has, by a notice of conversion, requested conversion of convertible bonds with a nominal value of NOK 2,000,000. Pursuant to the bond terms, the conversion price is NOK 0.5771. As the conversion price cannot be set lower than the nominal value of the share, the conversion price for the conversion is set to NOK 0.6 and the NOK 2,000,000 convertible bonds are convertible into 3,333,333 new shares in the Company.

The Company's share capital will accordingly be increased by NOK 1,999,999.80 by the issuance of 3,333,333 new shares in the Company at a conversion price of NOK 0.6, upon completion of the conversion by registration of the share capital increase in the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). Following the conversion, the Company's total share capital will be NOK 65,305,046.40 divided into 108,841,744 shares, each with a nominal value of NOK 0.60. The difference between NOK 0.6 and NOK 0.5771 a value of approximately NOK 76,000, will be settled separately with Atlas according to the Investment Agreement and applicable laws and regulations.

Furthermore, reference is made to the stock exchange announcement by the Company on 4 August 2025 regarding the extension of the financing commitment by Atlas, enabling funding flexibility to the end of the fourth quarter 2025 (the "Additional Financing Commitment"). The Company has by a notice of exercise under the Agreement and the Additional Financing Commitment requested Atlas to subscribe and pay for one tranche of convertible bonds, consisting of 8 convertible bonds with an aggregate principal amount equal to NOK 4,000,000. Atlas will be allocated these bonds under the terms and conditions of the Investment Agreement.