Black Sea Property AS – update January 2026

Reference is made to Black Sea Property AS' (the "Company" or "BSP") half year report dated September 23, 2025, and subsequent stock exchange notices, latest from November 18, 2025, where it was informed that the previously announced preliminary sales agreement for the resort as a whole would not be consummated due to the funding situation of the prospective buyer.

Since the cancellation of the preliminary sales agreement, the Board of Directors has considered alternative strategic options for EPO Aheloy (the property owning company for the Sunrise River Beach Resort, the "Resort") together with our local partner Boyan Bonev, with a main objective on obtaining an exit from the Company's investment in the Resort. After having continuously screened the market for potential buyers over the last 18 months, both directly and through various intermediaries, it is now considered difficult and less likely that a sales transaction on satisfactory terms can be concluded within the timeframe of the current financing of the Company and EPO Aheloy. Both a sale of all shares of EPO Aheloy, the property itself and all shares in the BSP subsidiary EPO Bulgaria have been considered and presented to potential investors.

The Board of Directors has therefore concluded that the main effort over the next months will be to prepare for a refinancing of the Penchev Consult Ltd ("Penchev 1") loan taken up by EPO Aheloy, which carries 18% annual interest and matures in November 2026. The outstanding amount under this loan, including accrued interest, will reach approximately EUR 7.9 million as of November 1, 2026.

The most realistic model for a refinancing will be to obtain a new loan from a Bulgarian bank covering the current FIB bank loan of approx. EUR 8.0 million and the Penchev 1 loan, i.e. totaling approx. EUR 16 million in total. The existing KIR Ltd. ("Penchev 2") loan taken up by BSP, which carries an annual interest of 15%, will be sought extended from the current due date September 1, 2026.

The refinancing process is still in the early stages, but our partner Boyan Bonev has received indications that such refinancing may be arranged. The final structure, amount and terms and conditions of any refinancing will be subject to negotiations, approvals and market conditions, and a refinancing solution will most likely require a certain equity contribution from the shareholders of EPO Aheloy (ie. BSP and Trem Holding, owned by Boyan Boyan). The ambition is to obtain an indicative refinancing offer before the summer season starts in June 2026. However, at this stage there can be no assurance that a refinancing can be completed on commercially acceptable terms, or at all.

If a satisfactory refinancing can be achieved with an estimated loan duration of minimum 5 – 7 years, the Company will continue its efforts to realize an investment exit during this period. A refinancing will also open up for improved operations of the Resort, possible partner structures and for a gradual exit through sale of apartments at the Resort.

Currently, BSP has drawn Tranche 1 and 2 and recently also 50 % of Tranche 3 of the Penchev 2 loan, for a total loan amount of EUR 930,000. The remaining part of Tranche 3 and Tranche 4 of the Penchev 2 loan, and estimated rent for the summer season 2026 of EUR 700,000, is expected to fund operations, administration, bank principal and interest costs incurred by EPO Aheloy until the end of 2026, however subject to final costs and timing for obtaining the remaining acts and permissions for the completed part of the Resort.

Based on remaining proceeds from the fully subscribed right issue completed in October 2025 and the proceeds from the sale in November 2025 of one of the land plots in Byala owned by the company, BSP currently has a satisfactory cash position for operating purposes. In addition, processes are ongoing for sale of two further land plots owned by BSP, in Byala and Obzor respectively.

The shareholder loan granted from certain BSP shareholders in November 2024 of approx. NOK 5.3 million excluding interest has not been converted by the lenders (at the agreed conversion price of NOK 5 per share). The loan falls due in November 2026, and the Board is considering various options for this loan. A dialogue with the lenders will soon be initiated. The short term loan granted in March 2025 from certain BSP shareholders of NOK 2.8 million was fully repaid including interest in November 2025.

Further information regarding the above will be given in due course.

For further information, please contact:

Egil Melkevik, Chairman Tel: +47 90 77 09 76 E-mail: em@ms-solutions.no

About Black Sea Property AS: Black Sea Property AS is a real estate company with holdings in a real estate project on the Black Sea coast called Sunrise River Beach Resort. Sunrise River Beach Resort is a partially completed project and will upon completion comprise approximately 950 apartments as well as significant commercial space. Black Sea Property AS has indirect ownership to the project and will work to finalize Sunrise River Beach Resort, to realize the project's added value through the sale of residential units and hotel operations.