TradeWindow and nChain conclude strategic agreement

MARKET RELEASE 25 JULY 2023 TradeWindow and nChain conclude strategic agreement TradeWindow (NZX: TWL), the global trade software business, today announces it has concluded a strategic agreement that will see UK headquartered technology company nChain take a 19.99% stake for an $11.1 million investment. The agreement, which is subject to shareholder approval, follows on from a heads of agreement signed on 31 March 2023. In line with that agreement, nChain will subscribe to ~28 million new TradeWindow ordinary shares at a price of $0.3952 per share. The nChain investment will be comprised of: o an upfront cash payment of $2.4 million; o the provision of an overarching architectural framework to create a global trade platform for the services provided under the agreement, valued at $2 million; o the provision of nChain's suite of software products for the term of the agreement, valued at $2.7 million; and o the provision of software development services valued at $4 million to deliver TradeWindow's global trade platform project over the next 24 months. The 10 million shares associated with this portion of the agreement will be held in escrow and progressively released to nChain pending the completion of each work package. nChain will also become the exclusive distribution partner for TradeWindow's solutions across the UK and Scandinavia, and a non-exclusive distribution partner elsewhere. TradeWindow will release details of the planned special meeting to approve the issue of shares to nChain, including additional background and deal details, shortly. Released for and on behalf of TradeWindow by: Deidre Campbell Chief Financial Officer ENDS About TradeWindow: Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters, importers, freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow's software solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations, share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks, insurance companies, and government authorities. www.tradewindow.io About nChain nChain is a leading provider of global blockchain technology, IP licensing and consulting services. We serve clients globally to power several industries, including gaming, supply chain, and finance. nChain offers Web3 solutions in the digital payment space, along with professional services that assist enterprises of all types to benefit from blockchain technology. nChain currently has almost 2,800 registered active and pending patents and is the developer behind the Bitcoin SV Node software, Teranode, Kensei and more. www.nchain.com Further information: Investors Andrew Balgarnie TradeWindow +64 27 227 3541 Media Richard Inder The Project +64 21 645 643 End CA:00415224 For:TWL Type:OFFER Time:2023-07-25 10:54:54