EXACT Therapeutics AS: Private placement successfully placed

03 Dec 2024 00:08 CET

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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 December 2,
2024 by EXACT Therapeutics AS ("EXACT-Tx" or the "Company") regarding a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares"). EXACT-Tx is pleased to announce that the Private
Placement has been successfully placed through an allocation of 31,182,795 Offer
Shares, at a subscription price of NOK 4.65 per Offer Share for total gross
proceeds of NOK 145 million, and 13,364,041 non-tradable warrants (the
"Warrants") which gives the participants in the Private Placement 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 safety read-out.

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 (iii) general corporate
purposes, business development and development of intellectual property.

The following primary insiders were allocated Offer Shares at the Offer Price,
as further specified in the attached notification forms:

- Anders Wold (chairperson of the board): 43,010 Offer Shares
- Investinor Direkte AS (a close associate of board member Ann-Tove Kongsnes):
3,009,439 Offer Shares
- Basen Kapital AS (controlled by board member Leiv Askvig): 53,763 Offer Shares
- Helene Sundt AS (a close associate of board member Leiv Askvig): 1,265,625
Offer Shares
- Sundt AS (a close associate of board member Leiv Askvig): 259,470 Offer Shares

Per Walday, CEO of EXACT Therapeutics, says: "We are excited to announce the
successful completion of a NOK 145 million private placement to fund our
upcoming Phase 2 study in pancreatic cancer. The private placement is backed by
GE HealthCare, a global leading medical technology company, and other
international investors. This milestone, combined with our joint development
agreement with GE Healthcare, represents a pivotal step in our journey towards
transformative advancements for EXACT Therapeutics and the cancer patients we
aim to serve. Pancreatic cancer remains one of the most lethal cancers, with a
growing patient population, particularly in younger population groups. With its
attractive market potential, the ENACT study is set to address critical gaps in
treatment and is anticipated to be initiated around year-end 2024."

Following completion of the Private Placement, the Company's share capital will
be NOK 253,053.388 divided into 63,263,347 shares, each with a par value of NOK
0.004.

The Offer Shares were allocated in two tranches as follows: one tranche with
9,624,150 Offer Shares ("Tranche 1" and the "Tranche 1 Offer Shares") and a
second tranche with 21,558,645 Offer Shares ("Tranche 2" and the "Tranche 2
Offer Shares"). Issuance of the Tranche 2 Offer Shares and the Warrants is
subject to approval by the extraordinary general meeting of the Company expected
to be held on or about 17 December 2024 (the "EGM").

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
share lending agreements entered into between the Company, Carnegie AS, on
behalf of the Managers, Investinor Direkte AS, Kvåle AS, PAACS Invest AS and
Helene Sundt AS, with the exception of Investinor Direkte AS, Helene Sundt AS,
Sundt AS, Canica AS and GE Medical Holdings AB ("GEMH"), who have accepted to
receive Offer Shares following issuance in the Norwegian Register of Business
Enterprises and the VPS. Investinor Direkte AS, PAACS Invest AS and Helene Sundt
AS are close associates of primary insiders. Please see the attached forms for
more information regarding the share loans.

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions of the Company (i.e. Tranche 1 is subject to a resolution by the
board of directors 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 Subsequent Offering

Subject to among other things (i) completion of the Private Placement, (ii)
relevant corporate resolutions including approval by the board of directors 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 (if relevant), the Company will consider whether to
carry out a subsequent offering (the "Subsequent Offering") of up to 2,150,537
new shares and 921,658 non-tradable 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 registration of the Prospectus (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 & 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.

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 3
December 2024 at 00.05 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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633678_Exact Therapeutics - Notification of transactions by Primary Insiders.pdf