Circio Holding ASA - Final results of the warrant exercise

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 19 December 2024: Reference is made to the stock exchange announcement published by Circio Holding ASA (the "Company") on 18 December 2024, regarding the preliminary results for the exercise period for the 13,864,852 warrants (the "Warrants"), issued in connection with the rights issue, raising gross proceeds of approximately NOK 7.7 million, and the stock exchange announcement published on 18 December 2024 regarding completion of a private placement of 4,903,925 new shares (the "Private Placement").

The exercise period for the Warrants expired at 16:30 hours (CET) on 18 December 2024. At the expiry of the exercise period, 12,921,088 Warrants were exercised, resulting in an aggregate subscription of 12,921,088 new shares in the Company ("New Shares") to the subscribers at a subscription price of NOK 0.60 per New Share, raising gross proceeds of approximately NOK 7.7 million.

The final allocation of the New Shares has now been completed resulting in the Company allocating a total of 12,921,088 New Shares to investors holding Warrants.

The New Shares will be listed and issued upon registration of the share capital increase in the Norwegian Register of Business Enterprises as soon as practically possible, expected end of 2024 or early January 2025. The New Shares will be listed on the Oslo Stock Exchange under ISIN NO0013033795 and ticker code "CRNA".

The New Shares will not be transferred to the holder before they are fully paid and the share capital increase pertaining to the exercise of the Warrants and the Private Placement has been registered with the Norwegian Register of Business Enterprises.

Following the exercise of the Warrants and the Private Placement, the Company's share capital will be NOK 42,090,397.20, divided by 70,150,662 shares each with a nominal value of NOK 0.60.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: +47 413 33 536
Email: erik.wiklund@circio.com

Lubor Gaal, CFO
Phone: +34 683343811
Email: lubor.gaal@circio.com

About Circio

Building next generation RNA technology for nucleic acid medicine

Circio Holding ASA is a biotechnology company developing powerful circular RNA vector expression technology for next generation nucleic acid medicine.

Circio has established a unique circular RNA (circRNA) vector expression platform for novel DNA, RNA and viral therapeutics. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA inside cells, which can be deployed in multiple therapeutic settings, including genetic medicine, cell therapy and chronic disease. The circVec platform has demonstrated up to 15-fold enhanced and more significantly more durable protein expression vs. classic mRNA vector systems and has the potential to become a new gold-standard platform technology for nucleic acid and viral therapeutics in the future. The circRNA R&D activities are being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden.

In addition, Circio is developing a pan-RAS cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is currently being tested in two clinical trials: RAS-mutated pancreatic and lung cancer in the USA and multiple myeloma in Norway. These studies are being run through academic and industry collaborative networks, supported by prestigious research grants from Innovation Norway and the Norwegian Research Council, creating read-outs and future optionality for the program at low cost to Circio.

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This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Mats Hermansen, VP Finance at Circio Holding ASA, at the date and time as set out above.

- IMPORTANT INFORMATION -

This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus is made available on the Company's website.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.

This stock exchange announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the stock exchange announcement and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of the Company.

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 of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.