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") has engaged Carnegie AS (the
"Manager") to advise on and effect a contemplated private placement of new
ordinary shares in the Company (the "Offer Shares") raising gross proceeds of
between NOK 25 and NOK 30 million (the "Private Placement"), at a subscription
price per share of NOK 12 (the "Offer Price").  

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 Manager, on
the basis of an accelerated bookbuilding process to be conducted by the Manager.

A selection of investors has, subject to certain customary conditions,
undertaken to apply for, and will be allocated, Offer Shares for a minimum of
NOK 22 million at the Offer Price. In addition, the management team and board
members have pre-committed to subscribe for NOK 0.7 million and the Managers
have received additional indications of interest from existing shareholders up
to the minimum amount of NOK 25 million.

The net proceeds from the Private Placement will be used to (i) advance and
conclude on the dose expansion part of the ACTIVATE study in cancer patients
with liver metastases and announce the top line results, (ii) expand and
conclude on the ACT® platform utility in selected additional high-value areas
through preclinical studies, including glioblastoma, (iii) focused business
development efforts, pursuing productive leads in selected use areas of ACT®,
(iv) conclude a pre-IND process with the FDA, for the ENACT study and
development programme in pancreatic cancer, and (v) general corporate purposes
and IP.
The bookbuilding period for the Private Placement will commence on 30 November
2023 at 16:30 CET and is expected to close on 1 December 2023 at 08:00 CET (the
"Bookbuilding Period"). The Company, after consultation with the Manager,
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 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 Manager. 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 1 December 2023 through a notification to be issued by the Manager. 

Settlement of the Offer Shares is expected to take place on or about 5 December
2023 on a delivery versus payment basis facilitated by a share lending agreement
entered into between Kvåle AS, the Company and the Manager.

Completion of the Private Placement is subject to necessary corporate
resolutions by the Board required to consummate the Private Placement, including
final approval by the Board of the Private Placement and issuance of the Offer
Shares pursuant to the authorization to issue new shares granted by the annual
general meeting of the Company on 9 June 2023.

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.

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. As the Private
Placement is structured to ensure that a market-based subscription price is
achieved, it is currently not planned to conduct a subsequent repair offering
directed towards shareholders not participating in the Private Placement.

About EXACT-Tx:  
EXACT-Tx is a Norwegian clinical-stage precision medicine company developing a
technology platform for targeted therapeutic enhancement - Acoustic Cluster
Therapy (ACT®). ACT® follows a unique approach to ultrasound-mediated, targeted
drug enhancement - with the potential to significantly amplify the clinical
utility of a wide range of therapeutic agents across a multitude of indications
including within oncology (chemotherapy, immunotherapy) and brain diseases.
www.exact-tx.com.

Advisors
Carnegie AS is acting as financial advisors and sole bookrunner 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 [e-mail] 

John M. Edminson CFO 
EXACT Therapeutics 
Email: [e-mail]

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, on 30 November
2023 at 16:30 CEST.

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 Manager 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 Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.

Click here for more information

© Oslo Bors ASA, source Oslo Stock Exchange