RIGHTBRIDGE VENTURES GROUP AB HALF‑YEAR REPORT H1 2025

Financial summary – first half year 2025:

Rightbridge Ventures Group AB has, in the first half of 2025, disposed of and/or liquidated all investments, including subsidiaries, as part of a restructuring of the company. Therefore, no consolidated figures have been prepared for 2025.

Company results

Six months January–June 2025

Revenue: The Company’s net sales amounted to 0 TSEK (0). The decrease in revenue is in line with expectations, as the Group has divested assets during the current and prior periods.

EBITDA: The Company’s EBITDA for the period amounted to -1,094 TSEK (-1,839 TSEK). The improvement is attributable to divested assets as well as cost savings in the Group.

Net result: The Company’s net result for the period amounted to -3,536 TSEK (-3,944 TSEK). Earnings per share amounted to -0.004 SEK (-0.005 SEK).

CEO’s statement

The Company has wound down all of its investments in esports and gaming, and the prior Board resolved to discontinue and close this business area. During the first half of 2025, the Board has therefore sought new potential business areas for the Company.

On 25 June 2025, Rightbridge Ventures Group AB ("RBV") entered into a non‑binding letter of intent for a reverse acquisition of Swemar Invest Ltd, a company active in the marine and defence‑related industry, including shipbuilding, shipbroking, ship owning and ship operations. The company is also active in the design of vessels and equipment for the oil and offshore industry as well as offshore wind, aquaculture, design, research and development, and ownership interests in U.S. shipyards. Swemar has a clear ambition for rapid growth through extensive acquisition activity within the marine and defence‑related sector.

The indicative enterprise value for Swemar amounts to approximately SEK 450 million. The purchase price is intended to be paid through a combination of 85,714,285,714 newly issued shares in RBV and the remaining 16 percent through a seller’s note.

As part of a strategic review initiated during the first half of 2025, RBV’s former Board evaluated potential structural measures to strengthen the Company’s long‑term position and create shareholder value. The proposed reverse acquisition of Swemar is viewed as a natural step in this development and as a transaction that is expected to develop positively for the Company’s shareholders.

The transaction is structured so that, upon completion, Swemar’s current owners will hold 98.67 percent of the shares in RBV. All existing shareholders in RBV will be allotted 10 warrants for each share they hold. Details of the transaction, including the warrant structure, will be determined in connection with the upcoming extraordinary general meeting September 9, 2025.

Swemar’s owners and Board possess extensive experience and expertise within marine and defence industries, including senior commercial and investment banking, shipbuilding, ship owning and management, maritime and airborne autonomy, as well as international organisations. Swemar has a pipeline of potential business opportunities that are currently being evaluated.

Completion of the transaction is conditional upon satisfactory due diligence, approval of final documentation and resolutions at the upcoming extraordinary general meeting.

“This transaction marks a transformative step for RBV. By joining forces with Swemar, we enter strategically important industrial sectors via a company active in the international marine and defence industry,” says Mads Jørgensen, Chairman of the Board of RightBridge Ventures Group AB, in a press release.

On 25 June 2025, RBV announced that Swemar has signed an agreement to acquire a leading offshore oil‑service company (the “Company”) with operations in the Middle East, India and Southeast Asia. The Company is well known to Swemar’s majority owner through a longstanding and strategically important business relationship. The Company operates a fleet consisting of Anchor Handler Tug Supply (AHTS) vessels as well as crew and transport vessels. Three of the vessels are owned outright, while a further five to ten vessels are operated through charter or management agreements.

The acquisition represents an initial strategic step in Swemar’s ambition to establish a strong maritime platform in Asia. The transaction strengthens the Company’s technical and operational capacity and creates conditions for further expansion across several segments of the global maritime industry.

The transaction is immediately earnings‑accretive, with an expected EBITDA contribution of approximately USD 11–12 million per year over the next 24–36 months. This is based on operations and contracts with international blue‑chip customers such as Saipem, NMDC Group, Larsen & Toubro, Aramco and others.

The deal is binding on the seller and is conditional only upon the buyer’s completion of customary due diligence, which is currently underway. The transaction is expected to close during the third quarter of 2025 and is assessed to have a positive impact on RBV’s EBITDA and balance sheet for the financial year 2025. The Company’s enterprise value (EV) will increase and it is expected that the acquisition will be accretive to the market adjusted equity of the company.

The acquisition does not affect the agreed terms of the ongoing transaction between Swemar and RightBridge Ventures Group AB.

“This acquisition is the first step toward building a strong maritime presence in Asia. It gives us a solid technical and operational platform in the maritime sector, with room for expansion into additional segments. The acquisition is clearly value‑creating for RightBridge. Together with our holdings within the U.S. shipyard industry and defence‑related activities, our ambition is to create a global full‑service company within defence and maritime services,” says Dagfinn Lunde, newly appointed Chairman of the Board of RightBridge Ventures Group.

“Swemar represents a decisive step for RightBridge. The Company is now entering a robust industry that is expected to see increasing demand over the coming years,” says Mads Jørgensen, Board member.

Completion of the transaction described above is conditional upon satisfactory due diligence, approval of final documentation and resolutions at the upcoming extraordinary general meeting on 9 September 2025.

At the general meeting it will be proposed to change the Company’s name to “Cosmos Maritime & Defence Industries AB”. Should the company registrar no approve of the name the Board has authority to change this. We look forward to an exciting journey for the Company and its shareholders!

Per Olav Karlsen, CEO, Rightbridge Ventures Group AB

Significant events in H1 2025 and up to the publication of the H1 2025 report

4 March: Rightbridge announces the divestment of its shareholding in Lilmix Esports AB.

14 April: Rightbridge announces that the planned acquisition of Raketspel Interaktiva Produktioner AS will not be completed, due to lack of financing and a challenging market environment.

14 April: The Board of Rightbridge announces that it has initiated work on alternative paths forward and will shortly return with an action plan and further information on the Company’s strategic direction.

1 June: A balance‑sheet for liquidation control (kontrollbalansräkning) is prepared in Rightbridge Ventures Group AB. At the same time, a decision is made to file for bankruptcy for the subsidiary Rightbridge Ventures AB.

25 June: Rightbridge announces that the Company has entered into a non‑binding letter of intent for a reverse acquisition of Swemar Invest Corp. Swemar is a company operating within the marine and defence‑related industry, including shipbuilding, shipbroking, ship owning and ship operations. The indicative enterprise value for Swemar amounts to approximately SEK 450 million. The purchase price is intended to be paid through a combination of 85,714,285,714 newly issued shares in RBV and the remaining 16 percent through a seller’s note. This is viewed by the Board as a structural measure to strengthen the Company’s long‑term position and create shareholder value. Completion of the transaction is conditional upon satisfactory due diligence, approval of final documentation and resolutions at the upcoming extraordinary general meeting.

 30 June: A new Board was elected for the Company and now consists of:

• Dagfinn Lunde, Chairman of the Board
• Frode Haugen, Board member
• Per Olav Karlsen, Board member
• Mads Jørgensen, Board member

30 June: The Annual General Meeting resolved to authorise the Board, on one or more occasions until the next Annual General Meeting, to resolve on issues of new shares, warrants and/or convertibles – with or without preferential rights for shareholders. Issues may be made for cash consideration, in kind or by set‑off. Issues shall be made on market terms, with the possibility of a market‑based discount. The authorisation may be used within the limits of the Articles of Association.

2 July: Rightbridge announces the following: on 25 June 2025 RightBridge Ventures Group AB (publ) ("RBV") announced that the Company had entered into a letter of intent for a reverse acquisition of Swemar Invest Ltd ("Swemar"). Swemar, in turn, has signed an agreement to acquire a leading offshore oil‑service company (the “Company”) with operations in the Middle East, India and Southeast Asia. The Company is well known to Swemar’s majority owner through a longstanding and strategically important business relationship. The Company operates a fleet consisting of Anchor Handler Tug Supply (AHTS) vessels as well as crew and transport vessels. Three of the vessels are owned outright, while an additional five to ten vessels are operated through charter or management agreements.

11 July: RightBridge Ventures Group AB (publ) (the "Company" or "RBV") has entered into a definitive agreement for a reverse takeover (RTO) of Swemar Invest Corp ("Swemar"). This is a continuation of the LOI signed on 25 June.

14 July: Rightbridge Ventures Group AB has appointed Per Olav Karlsen as new CEO. Per Olav Karlsen has long experience within the maritime sector and has led companies through change and growth phases.

11 August: The shareholders of Rightbridge Ventures Group AB are called to an extraordinary general meeting on Tuesday, 9 September 2025. The agenda includes approval of the acquisition of “Equity Maga Ltd” under the name change to Swemar Invest Ltd and the completion of a new share issue in this connection. It will also be proposed to change the Company’s name to “Cosmos Maritime & Defence Industries AB.”

INFORMATION

This information is such that RightBridge Ventures Group AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU No. 596/2014). The information was submitted for publication, through the agency of the contact person set out above, at 18:00 CET on 29 August 2025.

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