EXACT Therapeutics AS: Contemplated Private Placement

02 Dec 2024 16:30 CET

EXACT Therapeutics AS: Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

EXACT Therapeutics AS ("EXACT-Tx" or the "Company") hereby announces a
contemplated private placement of new ordinary shares in the Company (the "Offer
Shares") raising gross proceeds of minimum approximately NOK 133 million (the
"Private Placement"), at a subscription price per share of NOK 4.65 (the "Offer
Price").

Bryan, Garnier & Co Ltd. and Bryan Garnier Securities SAS (collectively referred
to as "Bryan Garnier") is acting as Financial Advisor and together with Carnegie
AS are acting as Joint Global Coordinators and Joint Bookrunners (the
"Managers") in connection with the Private Placement.

The Managers have, during the pre-sounding phase of the Private Placement,
received pre-commitments (please see below) and other indications from certain
existing shareholders and new investors which in aggregate cover the minimum
amount of the Private Placement (i.e. more than approximately NOK 133 million).
The final number of Offer Shares to be issued will be determined by the
Company's board of directors (the "Board"), in consultation with the Managers,
on the basis of an accelerated bookbuilding process to be conducted by the
Managers.

GE Medical Holdings AB ("GEMH") has, subject to certain customary conditions
(including but not limited to that the warranties given by the Company to GEMH
being true and correct in all material respects at the date of the EGM (as
defined below)), undertaken to apply for, and will be allocated, Offer Shares
for a NOK equivalent of USD 7 million at the Offer Price in Tranche 2 (as
defined below). In addition, the Managers has received pre-commitments from
existing shareholders including Investinor Direkte AS, Helene Sundt AS, Sundt AS
and Canica AS of a NOK equivalent of USD 2.65 million (together the "Cornerstone
Investors"). As part of GEMH's commitment to subscribe, shareholders
representing 22.3% of the existing shares have pre-committed to vote in favour
of GEMH appointing a member to the Board and a Board observer (initially vacant)
and also to vote in favour of the proposed resolutions at the EGM and the
subsequent offering (as defined below). In addition, GEMH, the other
pre-committing investors and other investors participating in the Private
Placement, will receive 3/7 of a non-tradable warrant per Offer Share allocated
in the Private Placement which gives a right to subscribe for additional shares
at a 20% discount to the 3-month volume weighted average market price at the
announcement of the initial positive safety read-out, provided that all
subscribers shall have the right to subscribe for a number of Shares with a
total exercise price equal to 3/7 of the subscription amount paid for the Offer
Shares allocated. If constituting less than 3/7 of the subscription amount upon
becoming exercisable, additional warrants will be issued (jointly, the
"Warrants"). Following the initial positive safety read-out, GEMH will give
notice to the Company of whether it wishes to exercise its Warrants within 15
business days, following which the other investors may exercise their Warrants
within 15 business days. If the safety read-out is not positive, all
subscribers, including GEMH, have the right to waive this requirement and
exercise the Warrants on the same terms, at their discretion. The Warrants will
lapse if not exercised within the exercise period and have a maximum term of 5
years. The initial safety read-out is expected to occur within the next 6 to 12
months.

The Company has recently also entered into a joint development agreement (the
"JDA") with GE Healthcare Global Holdings, Inc. ("GEHC"), regarding the
development and acquisition of critical medical equipment for the Phase 2 ENACT
trial and further clinical development. The JDA gives GEHC a 4-year exclusive
right to supply and develop ultrasound equipment to the Company for abdominal
oncology applications, including the joint development of a commercial
therapeutic ultrasound console for a total value of approximately USD 3.5
million.

The net proceeds from the Private Placement will be used to (i) initiate and
conclude the upcoming Phase 2 ENACT trial in locally advanced pancreatic cancer,
including development of medical device equipment with GEHC for abdominal
oncology applications, for pivotal trial and commercialisation, (ii) explore and
develop the ACT® platform within selected additional high-value areas through
preclinical studies, including glioblastoma, and general corporate purposes,
business development and development of intellectual property.

The bookbuilding period for the Private Placement will commence on 2 December
2024 at 16:30 CET and is expected to close on 3 December 2024 at 08:00 CET (the
"Bookbuilding Period"). The Company, after consultation with the Managers,
reserves the right to at any time and in its sole discretion resolve to close or
to extend the Bookbuilding Period or to modify or cancel the Private Placement
in its entirety without further notice. If the Bookbuilding Period is shortened
or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be divided into two tranches, whereas tranche 1 will
consist of up to 9,624,150 Offer Shares (representing approximately 30% of the
outstanding shares in the Company) ("Tranche 1" and the "Tranche 1 Offer
Shares"). Tranche 2 will consist of the number of Offer Shares that, together
with the Tranche 1 Offer Shares, is necessary in order to raise the allocated
gross proceeds ("Tranche 2" and the "Tranche 2 Offer Shares"). Allocations of
Offer Shares to investors are expected to be split between Tranche 1 and Tranche
2 on a pro rata basis, but GEMH will only receive shares in Tranche 2 and the
same apply to the other Cornerstone Investors to the extent necessary to
allocate shares in Tranche 1 to other investors. Completion of Tranche 2 and
issuance of the Warrants will be subject to approval by an extraordinary general
meeting of the Company expected to be held on or about 17 December 2024 (the
"EGM"). In addition to the voting undertakings from existing shareholders, the
subscribers in Tranche 1 will also undertake to vote in favour of the EGM
resolutions and the subsequent offering (as defined below). Together with the
existing shareholders, this will constitute minimum 71.6% of the shares and
votes.

The allocation of Offer Shares will be determined at the end of the Bookbuilding
Period and the final allocation will be made at the sole discretion of the Board
after input from the Managers. Allocation will be based on criteria such as (but
not limited to), pre-commitments, existing ownership in the Company, timelines
of the application, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon. There is no guarantee that
any potential investor will be allocated shares in the Private Placement. The
Board may, at its sole discretion, reject and/or reduce any applications. There
is no guarantee that any applicant will be allocated Offer Shares. Notification
of allotment and payment instructions is expected to be issued to the applicants
on or about 3 December 2024 through a notification to be issued by the Managers.


The payment date for the Tranche 1 Offer Shares is expected to be on or about 5
December 2024. The payment date for the Tranche 2 Offer Shares is expected to be
on or about 19 December 2024, subject to approval by the EGM. Delivery of the
Offer Shares will take place on a delivery versus payment basis, facilitated by
a share lending agreement entered into between the Company, Carnegie AS, on
behalf of the Managers and Investinor Direkte AS, Kvåle AS and PAACS Invest AS,
with the exception of the Cornerstone Investors, who have accepted to receive
Offer Shares following issuance in the Norwegian Register of Business
Enterprises and the VPS. Offer Shares allocated in Tranche 1 to other investors
than the Cornerstone Investors will be tradeable upon allocation.

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions of the Company being validly made (i.e. Tranche 1 is subject to a
resolution by the Board to issue the Tranche 1 Offer Shares and completion of
Tranche 2 and issuance of the Warrants is subject to approval by the EGM and
(ii) the share capital increase pertaining to the issuance of the allocated
Offer Shares being validly registered with the Norwegian Register of Business
Enterprises and the allocated Offer Shares being validly issued and registered
in the VPS. Investors being allocated shares in the Private Placement undertake
to vote in favour of the resolutions proposed at the EGM and any later general
meeting required to issue Warrants or complete the Subsequent Offering (as
defined below). The completion of Tranche 1 and Tranche 2 is not conditional
upon completion of the conditions for GEMH's commitment.

The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

As part of the Private Placement, the Company has agreed to a lock-up of 12
months, pursuant to which it cannot issue any shares in the lock-up period
without the explicit consent of GEHC and the Managers.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the
contemplated Private Placement in light of the equal treatment obligations under
the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and
deems that the proposed Private Placement would be in compliance with these
requirements. The Board holds the view that it will be in the common interest of
the Company and its shareholders to raise equity through a private placement, in
view of the current market conditions. By structuring the equity raise as a
private placement, the Company is expected to raise equity efficiently and in a
timely manner, with a lower discount to the current trading price, at a lower
cost and with a significantly reduced completion risk compared to a rights
issue. It has also been taken into consideration that the Private Placement is
based on a publicly announced accelerated bookbuilding process.

The Subsequent Offering
Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the Board and an
extraordinary general meeting, (iii) the prevailing market price of the
Company's shares being higher than the Subscription Price, and (iv) approval or
registration of a prospectus with the Norwegian Business Register(if relevant),
the Company will consider whether to carry out a subsequent offering (the
"Subsequent Offering") of new shares and warrants in the Company. A Subsequent
Offering will, if made, be directed towards existing shareholders in the Company
as of 2 December 2024, as registered in the Company's register of shareholders
with Euronext Securities Oslo, the central securities depositary in Norway (Nw.
Verdipapirsentralen) (the "VPS") two trading days thereafter, who (i) did not
accept the request to be wall-crossed in the market sounding phase of the
Private Placement, (ii) are not allocated Offer Shares in the Private Placement,
and (iii) are not resident in a jurisdiction where such offering would be
unlawful or would (other than Norway) require any prospectus, filing,
registration or similar action (the "Eligible Shareholders"). The Eligible
Shareholders are expected to be granted non-tradable allocation rights. If
carried out, the subscription period in a Subsequent Offering is expected to
commence shortly after publication or registration of athe Pprospectus (if
relevant), and the subscription price in the Subsequent Offering will be the
same as the Subscription Price in the Private Placement. The Company will issue
a separate stock exchange notice with further details on the Subsequent Offering
if and when finally resolved.

About EXACT-Tx:
EXACT-Tx is a clinical-stage precision medicine company utilizing the power of
ultrasound and microbubbles to enable targeted drug delivery in oncology.
Acoustic Cluster Therapy (ACT®) follows a unique approach and may be applied to
a wide range of therapeutic agents across a multitude of indications including
within oncology (chemotherapy, immunotherapy) and brain diseases.
www.exact-tx.com

Advisors
Bryan, Garnier is acting as Financial Advisor and together with Carnegie AS are
acting as Joint Global Coordinators and Joint Bookrunners in connection with the
Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to
EXACT-Tx. DLA Piper is acting as legal advisor to GEHC.

For more information, please contact:
Per Walday, CEO
EXACT Therapeutics
Email per.walday@exact-tx.com

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading
Act. This stock exchange release was published by John Edminson, CFO, on 2
December 2024 at 16:30 CET.

Important information:

This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation 2017/1129 as amended together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.


Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their affiliates make any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their affiliates accept any liability arising from the use
of this announcement.

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