Reference is made to the stock exchange announcement made by DLTx ASA ("DLTx" or
the "Company") on 27 February 2023 regarding the Company's attempts to raise
equity capital.

The Company is pleased to announce that DLTx has entered into an investment
agreement on 10 April 2023 with a group of Norwegian investors ("Subscribers")
("Investment Agreement") whereas Subscribers undertake to subscribe for
25,500,000 shares in the Company through a private placement of new shares in
the Company directed towards the Subscribers based on the terms in the
Investment Agreement ("Private Placement") in combination with 12,750,000
warrants ("Offer Warrants"). The net proceeds from the Private Placement will
mainly be used for working capital purposes.

In accordance with the Investment Agreement, the Subscribers have undertaken to
subscribe for 25,500,000 new shares in the Company (the "New Shares" or "Offer
Shares") at a subscription price equal to NOK 1.00 per New Share (the
"Subscription Price") raising gross proceeds of NOK 25,500,000. For each New
Share allocated each subscriber shall receive 0.5 Offer Warrants with an
exercise price of NOK 0.60. Each Offer Warrant shall when exercised give the
right to receive one (1) share in the Company. The Offer Warrants must be
exercised within 3 years from the settlement date, otherwise the Offer Warrants
will lapse.

The issuance of the New Shares will be resolved by the Company's board of
directors (the "Board") on or about 14 April 2023 pursuant to an authorization
granted by the annual general meeting on 9 June 2022. 

Pursuant to the Investment Agreement the Subscribers obligation to subscribe for
the New Shares in the Private Placement is subject to the following conditions
(jointly, the "Conditions"): (i) the Board resolves to issue the Offer Shares,
(ii) the Board having called for an extraordinary general meeting of the Company
(the "EGM") to resolve to issue warrants, elect a new board member, change of
company name and repair offering, (iii) the Company has until the settlement
date for the Private Placement (i) not issued or agree to issue shares or any
financial instruments which may be converted to shares, (ii) not incurred any
material liabilities outside ordinary course, (iii) not increased the
compensation to any employees, officers or directors, (iv) not agreed to
acquisitions or sale of material assets, including subsidiaries. The Company
intends to send the notice to the EGM on or about 14 April 2023 so that the EGM
can be held on or about 5 May 2023. Information on the new Board and company
name will be included in the EGM notice. 

Equal treatment 
The Private Placement implies a deviation from the pre-emptive rights of the
Company's existing shareholders. When resolving to conditionally complete the
Private Placement, the Board has considered the Private Placement in light of
the equal treatment obligations under the Norwegian Public Limited Companies
Act, the Norwegian Securities Trading Act, Oslo Børs' Circular no. 2/2014 and
the rules on equal treatment under Oslo Rule Book II for companies listed on the
Oslo Stock Exchange, and is of the opinion that the contemplated Private
Placement is in compliance with these requirements. By structuring the equity
raise as a private placement, the Company was able to complete a transaction in
an efficient manner and secured the Company's immediate funding need. As a
consequence of the Private Placement structure, the shareholders' preferential
rights to subscribe for the Offer Shares will be deviated from. As further set
out below, the Board currently intends to carry out a subsequent offering to
limit the dilutive effect of the Private Placement on the Company's existing
shareholders.

Subsequent Offering
The Company may, subject to (i) completion of Private Placement, (ii) approval
of the EGM, (iii) the preparation and publication of a prospectus, (iv) as well
as prevailing market conditions, resolve to carry out a subsequent repair
offering of up to 5,000,000 new shares (the "Subsequent Offering") at the Offer
Price in the Private Placement (i.e. NOK 1.00 per share, including 0.5
warrants). The Subsequent Offering will be directed towards existing
shareholders in the Company as of 5 April 2023 (as registered in the VPS two
trading days thereafter, i.e. 12 April 2023), who (i) were not allocated Offer
Shares in the Private Placement, and (ii) are not resident in a jurisdiction
where such offering would be unlawful or would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action (the
"Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable
subscription rights. Over-subscription will be permitted for Eligible
Shareholders. Subscription without subscription rights in the Subsequent
Offering will not be permitted. The subscription period in the Subsequent
Offering is expected to commence shortly after publication of a prospectus.

Prospectus
The Offer Shares will initially be delivered on a separate ISIN as the listing
of the T Offer Shares requires the preparation and publication of the prospectus
(the "Prospectus") approved by the Norwegian Financial Supervisory Authority
before such shares can be listed on the Oslo Stock Exchange, currently expected
during August 2023. The Prospectus is contemplated to be a combined prospectus
for listing of the Offer Shares and for a contemplated Subsequent Offering being
approved by the Norwegian Financial Supervisory Authority and published.  

Through the Private Placement, the Company's financial capacity will be
strengthened, and the Board considers entering into the Agreement and conducting
the Private Placement as the only real alternative for the Company. 


For further information, please contact: 
Roger Lund, acting Managing Director, +47 95 16 11 13


The information in this announcement is considered to be inside information
pursuant to the EU Market Abuse Regulation. This stock exchange announcement was
published by Roger Lund, Managing Director, at the time and date provided.

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