EXACT Therapeutics AS: Key information regarding potential subsequent offering

03 Dec 2024 00:12 CET

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.

Reference is made to the stock exchange announcement published on 2 December
2024 by EXACT Therapeutics AS ("EXACT-Tx" or the "Company"), a clinical-stage
precision medicine company, regarding the completion of the private placement
(the "Private Placement") raising gross proceeds to the Company in the amount of
NOK 145 million, and that the Company is considering to conduct a subsequent
offering of up to 2,150,537 new shares and 921,658 non-tradable warrants (the
"Subsequent Offering") with non-tradable subscription rights to eligible
shareholders.

In accordance with the continuing obligations of companies listed on Euronext
Growth Oslo, the following key information is given with respect to the
Subsequent Offering:

• Date for announcement of terms: 2 December 2024
• Last day including right to receive subscription rights: 2 December 2024
• First day excluding right to receive subscription rights: 3 December 2024
• Record date: 4 December 2024
• Maximum number of new shares: 2,150,537
• Number of new warrants: 921,658
• Subscription Price: NOK 4.65

The Subsequent Offering is subject to the board of directors resolving to
initiate the Subsequent Offering.

Notwithstanding the foregoing, the board of directors may, in its sole
discretion, decide that the Company shall not carry out the Subsequent Offering
inter alia if the prevailing market price of the Company's shares trade lower
than the Subscription Price and thereby making a subsequent offering redundant.

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 & Co and Bryan Garnier Securities SAS 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.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.

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 M. Edminson, on 3
December 2024 at 00.12 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 its 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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