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Circio Holding ASA - Key information relating to the rights issue

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, JAPAN 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.

Oslo, 29 May 2024: Reference is made to the stock exchange announcement made by Circio Holding ASA (the "Company") earlier today regarding the Company's intention to raise gross proceeds of up to NOK 67 million through a combination of rights issue to raise gross proceeds of up to NOK 52 million (the "Rights Issue") and the conversion of NOK 15 million by Atlas Special Opportunities LLC ("Atlas") under the investment agreement and bond terms with the Company (the "Conversion").

The Rights Issue and the Conversion is subject to the approval of the Company's annual general meeting. The notice of the Company's annual general meeting was published today.

Key information relating to the Rights Issue is set out below:

  • Date on which the terms and conditions of the preferential rights issue were announced: 29 May 2024
  • Last day of trading including subscription rights: 19 June 2024
  • Ex-date: 20 June 2024
  • Record Date: 21 June 2024
  • Date of approval of the Rights Issue: 19 June 2024
  • Maximum number of new shares: 20,732,010
  • Subscription price: NOK 2.50
  • Ratio subscription rights: Each existing shareholder as of 19 June 2024 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the VPS) as at the expiry of 21 June 2024 (the record date)) will be granted 2.5 subscription rights for each share registered as held by the shareholder, rounded down to the nearest whole subscription right.
  • Subscription ratio: 1:1 (number of new shares per subscription right)
  • Manager: Redeye AB
  • The Company will apply for listing of the subscription rights on the Oslo Stock Exchange (ticker code: to be announced when clarified)
  • ISIN for the subscription rights: To be announced when clarified
  • Warrants: The subscribers in the Rights Issue will without additional consideration be allocated one warrant (Nw.: frittstående tegningsrett) issued by the Company for every new share subscribed for and allocated to the subscriber in the Rights Issue (the "Warrants"). The number of Warrants to be issued in the Rights Issue will be minimum 3,658,000  and maximum 20,732,010. Each Warrant will give the holder the right to subscribe for and be allocated one additional share in the Company at a subscription price equal to the higher of (i) the volume weighted average price quoted for trades in the Shares of the Company the ten last trading days on the Oslo Stock Exchange prior to commencement of the Exercise Period (as defined below) less a discount of 30% and (ii) NOK 0.60 and which may be exercised in the period from 08:00 hours (CET) on 4 December 2024 to 16:30 hours (CET) on 18 December 2024 (the "Exercise Period"). The Company may apply for listing of the Warrants on the Oslo Stock Exchange or Euronext Growth Oslo. The number of shares underlaying each Warrant and the subscription price for such shares will be adjusted for any reverse split of the shares in the Company following completion of the Rights Issue.

This information is published in accordance with the requirements of the Continuing Obligations.

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 Holding ASA

Building next generation RNA therapeutics

Circio Holding ASA is a biotechnology company developing novel circular RNA gene therapies and immunotherapy medicines.

Circio has established a unique circular RNA (circRNA) platform for genetic medicine. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA and viral vectors, which can be deployed in multiple disease settings. The circVec platform has demonstrated enhanced and more durable protein expression than classic mRNA vector systems, and has the potential to become the new gold -standard for DNA and virus-based 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 cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is currently being tested in three clinical trials: RAS-mutated pancreatic cancer and lung and non-resectable pancreatic cancer in US, and multiple myeloma in Norway. These studies are being run through academic 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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- 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.

Any offering of the securities referred to in this announcement will be made by means of a prospectus (the "Prospectus") which will be prepared and which is subject to the approval by the Norwegian Financial Supervisory Authority. 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 will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Managers.

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 document 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 document 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.

The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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. Neither the Manager nor any of its affiliates makes 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 of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.

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