ExpreS2ion announces up to SEK 216 million capital raise through a fully guaranteed rights issue to finance ground breaking vaccine and immunotherapy pipeline

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INSIDE INFORMATION: Hørsholm, Denmark, August 25, 2020 – The Board of Directors of ExpreS2ion Biotech Holding AB (publ) (“ExpreS2ion” or the “Company”) has today, subject to approval by the Extraordinary General Meeting (“EGM”) to be held on September 23, 2020, resolved to carry out a share issue with preferential rights for the Company’s existing shareholders including warrants (the “Rights Issue” or the “Offering”). Upon full subscription of the Rights Issue, the Company will receive approx. SEK 131 million and upon full exercise of the warrants, the Company will receive up to an additional approx. SEK 85 million before deduction of costs related to the Offering. The proceeds from the Offering allows the Company to continue its participation in the PREVENT-nCoV consortium to develop a novel COVID-19 vaccine, to exercise the option to in-license AV001, a promising therapeutic breast cancer vaccine and in general to effectuate the new strategy described in the Q1 2020 interim report on May 20, 2020 under which the Company combines its successful service business with the creation of an in-house pipeline of biopharmaceutical drug and vaccine candidates to maximize shareholder returns. Notice of the EGM will be published through a separate press release today.

Summary of the Offering

• The total proceeds from the Offering including full exercise of warrants is expected to amount to a maximum of approx. SEK 216 million before deduction of costs related to the Offering.
• The terms of the Rights Issue imply that shareholders in ExpreS²ion have the preferential right to subscribe for new shares with including warrants free of charge (together referred to as "Units"). One (1) existing share held on the record date of October 1, 2020, entitles to one (1) Unit right. Three (3) Unit rights entitles to subscription of one (1) Unit. One (1) Unit comprise of two (2) new shares, one (1) warrant of series TO4 free of charge and one (1) warrant of series TO5 free of charge.
• The Rights Issue comprises of a total of 10,910,594 new shares.
• The subscription price is SEK 24 per unit, corresponding to SEK 12 per share and a discount of approx. 51 percent compared with 30 days volume-weighted average price ("VWAP") on Nasdaq First North Growth Market Stockholm.
• Three (3) warrants of series TO4 entitles the holder to subscribe for one (1) share in the Company during the period from April 12, 2021 to April 26, 2021. Strike price for warrants will correspond to 70 percent of the VWAP of the Company's share price on Nasdaq First North Growth Market during the period from March 29, 2021 to April 9, 2021, but at least SEK 6 and a maximum of SEK 22 per share.
• Three (3) warrants of series TO5 entitles the holder to subscribe for one (1) share in the Company during the period from September 6, 2021 to September 20, 2021. Strike price for warrants will correspond to 70 percent of the VWAP of the Company's share price on Nasdaq First North Growth Market during the period from August 23, 2021 to September 3, 2021, but at least SEK 6 and a maximum of SEK 25 per share.
• Through the Rights Issue, the Company will receive approx. SEK 131 million before deduction of costs related to the Offering. Upon full exercise of warrants the Company may receive up to an additional approx. SEK 85 million.
• The Rights Issue is a 100 percent guaranteed through subscription commitments of approx. SEK 26 million, corresponding to approx. 20 percent of the Rights Issue and guarantee undertakings of approx. SEK 105 million, corresponding to approx. 80 percent of the Rights Issue. Members of the Board of Directors and the senior management have committed to subscribe for Units. A group of investors that have entered into guarantee undertakings have also entered into a subscription commitment of SEK 24 million in the Rights Issue through overtaking Unit rights from larger shareholders.
• Nyenburgh Holding B.V., a specialist life science investor, is participating in the Rights Issue by a subscription undertaking of SEK 11 million by takeover of Unit rights. Nyenburgh Holding B.V. have also entered into a top guarantee undertaking, which refers to the space between approx. 92 percent up to 100 percent, corresponding to SEK 10 million of the Rights Issue. The remaining guarantors have entered into a bottom guarantee undertaking, which refers to the amount from subscription commitments up to approx. 92 percent, corresponding to approx. SEK 95 million of the Rights Issue.
• Record date for participation in the Rights Issue is October 1, 2020.
• Subscription period of the Rights Issue runs from October 5 up until October 19, 2020.
• The total net proceeds from the Offering will be used to i) support the continued development of the COVID-19 vaccine, ii) in-license and develop the breast cancer vaccine AV001 from AdaptVac, (iii) further advance one or more influenza vaccine candidates, iv) advance one or more clinical stage malaria vaccines, and v) strengthen the Company’s capabilities and support research and development activities in ExpreS²ion and AdaptVac.
• The Board's decision of the Rights Issue is subject to approval by the EGM to be held on September 23, 2020. Notice of the EGM is published through a separate press release today.
• The Company has arranged a bridge loan of SEK 20 million from a group of investors that have entered into subscription and/or guarantee undertakings in the Offering, which is to be repaid with proceeds from the Rights Issue.   

Bent U. Frandsen, CEO in ExpreS²ion says: “Over the coming years our company will be moving up the biopharmaceutical value chain. We will keep our own drug candidates longer, make larger investments and in some instances also assume more risk. But in return we will have the possibility to reap far greater rewards for our shareholders, as witnessed by our decision earlier this year to initiate the COVID-19 vaccine development program. The board, our employees and I are all extremely grateful for the support investors have shown us and look forward to a new and exciting phase in the company’s life.”

Background and Reasons

ExpreS²ion was conceived as a service company ten years ago focused on using state-of-the-art protein engineering skills and technology to help its clients solve their most difficult protein expression problems. Over the years the service business has established the Company in a broad international industrial and scientific network, and today ExpreS²ion’s assistance is sought by universities and companies from all over the world.

However, the Company believes that the appointment of Bent U. Frandsen as new CEO and the subsequent decision to initiate an accelerated program to develop a vaccine against COVID-19 has created the foundation for a strategic change. The Company believes it has amassed the scientific tools, experience and international networks required to develop its own pipeline of vaccines and immunotherapy drugs. In just three months, the Company and its partners moved the COVID-19 vaccine from concept to a Good Manufacturing Practice-certified contract manufacturer-partnership with AGC Biologics and global license agreement with Bavarian Nordic. The vaccine has shown impressive proof of concept data in animal models and is expected to enter clinical trial before the end of 2020. The Company believes that the speed at which this vaccine was developed demonstrates the Company’s capabilities as well as the power of the combination of the ExpreS² and cVLP technology platforms.

Concurrent with the launch of the COVID-19 vaccine program in February 2020, the Company took out an exclusive option to in-license AdaptVac’s HER2 cVLP therapeutic breast cancer vaccine AV001. The Company believes the preclinical results coming out of AV001 are very promising. Monoclonal antibody products are available today for the treatment of metastatic breast cancer, but an unmet need remains for an active immunotherapy product against this terrible disease. Many patients experience adverse side effects and/or diminishing effects from the monoclonals whereas the published preclinical data shows that AV001 retained strong anti-tumour effects even after Herceptin (approx. USD 7 billion in annual sales) had stopped working. The Company plans to develop AV001 up to and including clinical phase I/II trials before seeking an out-licensing partner.

The proceeds from the Offering allow the Company to effectuate the new strategy described in the 2020 Q1 interim report on May 20, 2020 under which the Company will combine its successful service business with the creation of an in-house pipeline of biopharmaceutical drug and vaccine candidates to maximize shareholder returns, as further detailed below.

Use of Proceeds

The total proceeds from the Offering including full exercise of warrants are expected to amount to a maximum of approx. SEK 216 million before deduction of costs related to the Offering. ExpreS²ion’s existing working capital is not sufficient to effectuate the new strategy in the coming twelve month period. The proceeds from the Offering are expected to enable ExpreS²ion to reach a number of key value inflection points and to provide, in conjunction with revenue from the Company’s service business and continued payments under public grants already awarded, the necessary working capital up to and including H1 2022. The net proceeds from the Offering will be used – in prioritized order – to the Company’s strategic objectives under the following headlines:

• Advance COVID-19 vaccine into human trials in Q4 2020 in collaboration with the Company’s academic and commercial partners (approx. 4 percent)

Under the recently announced out-licensing agreement Bavarian Nordic will assume all further costs associated with the clinical development and commercialisation of the COVID-19 vaccine developed by AdaptVac and ExpreS²ion. However, the Company will still be incurring certain costs as a member of the EU sponsored PREVENT-nCoV consortium and will continue to support the COVID-19 program in various ways. The vaccine is expected to enter the first clinical Phase I/IIa safety trial before the end of 2020, with headline results from this trial announced towards the end of Q1, 2021. The trial will test the vaccine’s safety as well as surrogate markers of efficacy (immune response). The vaccine is expected to enter phase III trials in H1 2021, subject to funding, and be ready for market launch in H2 2021, subject to regulatory approval.

• Exercise the option to in-license the HER2 breast cancer vaccine AV001 from AdaptVac and advance it into human trials in 2022 (approx. 58 percent)

Under the terms of the Company’s agreement with AdaptVac the Company may execute the in-licensing option on or prior to February 26, 2021. The proceeds will be applied to the in-licensing as well as the predominantly external costs associated with advancing AV001 towards human trials. The Company expects that the GMP process as well as the formulation and analytical methods for the vaccine will be developed by H1 2021. Preclinical tox studies will be concluded by H2 2021, with the application to start human clinical trials (CTA) then submitted to the regulatory authorities in H1 2022. The first clinical trial of AV001 will be a phase I/IIa trial with safety as the primary endpoint and various surrogate markers of efficacy as secondary endpoints. ExpreS²ion plans to initiate out-licensing discussions following this trial.

• Advance next generation influenza vaccine (approx. 12 percent)

ExpreS²ion is a partner in INDIGO, an international consortium led by the University of Amsterdam that is developing two novel influenza vaccine concepts, one of which relies on the ExpreS² technology. The Company expects to advance and further support the clinical and commercial development of one or more influenza vaccine candidates during 2021.

• Advance certain malaria vaccines in preclinical and clinical development (approx. 2 percent)

Five clinical stage malaria vaccines currently rely on the Company’s ExpreS² technology. The Company is a member of a number of publicly funded research consortia, including with the Jenner Institute at the University of Oxford and the University of Copenhagen. The Company will advance and further support the clinical and commercial development of certain malaria vaccine candidates. Phase IIa results from the RH5.1 vaccine are expected to be published before the end of 2020. An additional phase Ia trial in a malaria endemic region in Africa will be launched during 2021 with an alternative adjuvant.

• Strengthen the Company’s capabilities, pipeline and technology platform (approx. 24 percent)

As ExpreS²ion moves up the biopharmaceutical value chain its resources within clinical trial design, regulatory affairs, formulation, upscaling and project management will gradually be strengthened. In addition to the recent hire of Keith Alexander as the Company’s new CFO, ExpreS²ion will augment certain other administrative and IT functions to meet the increased demand for quality assurance, documentation, reporting and data gathering associated with clinical trials. The Company will also explore bolt-on deals or technology asset acquisitions in support of its current activities and support further research and development activities in ExpreS²ion and AdaptVac. This includes exploring whether additional cancer vaccines and/or immunotherapy drugs aimed at chronic diseases such as allergy for which promising early results exist should be advanced into preclinical development.

Upon full exercise of warrants, the Company may receive up to an additional SEK 85 million. The warrants of series TO4 and TO5 offered as part of the Rights Issue may be exercised in the period from April 12, 2021 to April 26, 2021 and September 6, 2021 to September 20, 2021 respectively. Should the market price of the Company’s shares at one or both of these future time points be below the lower band of the warrant exercise price of SEK 6 some or all of the warrants are unlikely to be exercised and fewer or no additional proceeds will be realised from this part of the Offering than currently expected. If so, the Company will reduce its spending, including on new research and development activities and the hiring of additional personnel to ensure that its cash resources still enable the Company to finance its activities up to and including H1 2022 as previously described, however in such a way that the Company’s plans for the COVID-19 vaccine program and the HER-2 breast cancer program are not affected.

The Rights Issue

Shareholders registered in the Company’s shareholder register on the record date have pre-emptive rights to subscribe for Units in the Rights Issue. One (1) existing share held on the record date of October 1, 2020, entitles to one (1) Unit right. Three (3) Unit rights entitles to subscription of one (1) unit consisting of two (2) new shares and two (2) warrants free of charge of series TO4 and TO5. In addition, investors are offered the opportunity to subscribe for Units without the support of Unit rights. The subscription price is SEK 24 per Unit, corresponding to SEK 12 per share.

Three (3) warrants of series TO4 entitles the holder to subscribe for one (1) share in the Company during the period from April 12, 2021 to April 26, 2021. Strike price for warrants will correspond to 70 percent of the VWAP of the Company's share on Nasdaq First North Growth Market during the period from March 29, 2021 to April 9, 2021, but at least SEK 6 and a maximum of SEK 22 per share.

Three (3) warrants of series TO5 entitles the holder to subscribe for one (1) share in the Company during the period from September 6, 2021 to September 20, 2021. Strike price for warrants will correspond to 70 percent of the VWAP of the Company's share on Nasdaq First North Growth Market during the period from August 23, 2021 to September 3, 2021, but at least SEK 6 and a maximum of SEK 25 per share.

Through the Rights Issue, the Company will initially receive approx. SEK 131 million before deduction of costs related to the Offering. Upon full exercise of warrants, the Company may receive up to an additional approx. SEK 85 million.

The Company has arranged a bridge loan of SEK 20 million from a group of investors that have entered into subscription and/or guarantee undertakings in the Offering, which is to be repaid with proceeds from the Rights Issue.

If all of the Units are not subscribed for with Unit rights, the board will decide on allotment of Units subscribed for without Unit rights. Allotment will then be made firstly to persons who have applied for subscription without unit rights and who have subscribed for Units with Unit rights, regardless of whether or not the subscriber was a shareholder on the record date, and in case of oversubscription, allocation shall be made in relation to the total number of Units allotted through exercise of Unit rights, and to the extent that this is not possible, by drawing of lots. Secondly, allocation shall be made to other persons who have applied for subscription without Unit rights, and in the case of oversubscription, pro rata to the number of Units subscribed for in the application form, and to the extent that this is not possible, by drawing of lots. Finally, allotment of the remaining Units shall be made to the investors who have provided guarantees and in accordance with the conditions of their respective guarantee.

Subscription of Units with use of Unit rights shall be made by cash payment during the period October 5 – October 19, 2020. Application for subscription of Units without use of Unit rights shall be made during the same period.

For existing shareholders not participating in the Rights Issue, a dilution corresponding to 40.0 percent of the total number of shares and votes in the Company following the Rights Issue will arise. Shareholders who choose not to participate in the Rights Issue have the opportunity to compensate for the economic dilution by selling their Unit rights. The Unit Rights will be traded on Nasdaq First North Growth Market during the period from October 5 up until October 15, 2020.

Full subscription in the Rights Issue implies that the number of shares in the Company increases by 10,910,594 new shares from 16,365,891 shares to 27,276,485 shares, which corresponds to a dilution of 40.0 percent of the number of shares and the votes in the Company. Upon full exercise of the warrants in the Rights Issue, the number of shares will increase by 3,636,864 to a maximum of 30,913,349 shares, corresponding to a dilution of approx. 11.8 percent of the number of shares and the votes in the Company considering full subscription in the Rights Issue.

The full terms and conditions of the Rights Issue and information about the Company will be included in a prospectus expected to be published on the Company’s website on or around September 28, 2020.

Subscription- and guarantee undertakings

The Rights Issue is guaranteed up to 100 percent through subscription commitments of approx. SEK 26 million, corresponding to approx. 20 percent of the Rights Issue. All members of the Board of Directors and the CEO have committed to subscribe for shares for a total of approx. SEK 1.8 million.

In addition, the Company has received guarantee undertakings with external investors of approx. SEK 105 million, corresponding to approx. 80 percent of the Rights Issue. Nyenburgh Holding B.V. have entered into a top guarantee undertaking, which refers to the space between approx. 92 percent up to 100 percent, corresponding to SEK 10 million of the Rights Issue. The remaining guarantors have entered into a bottom guarantee undertaking, which refers to the amount from subscription commitments up to approx. 92 percent, corresponding to approx. SEK 95 million of the Rights Issue.

A group of investors that have entered in to a guarantee undertaking have also entered into a subscription commitment in the Rights Issue which requires takeover of Unit rights from larger shareholders consisting of founders, board members and/or management of ExpreS²ion. Cash commission is payable under the guarantee undertakings of ten (10) percent of the guaranteed amount. No cash or other assets have been pledged and no other collateral has been provided to secure the commitments. Further information regarding the parties who have entered into guarantee undertakings will be included in the prospectus that is expected to be published around September 28, 2020 in accordance with the below preliminary timetable.

Timetable for the Rights Issue

Prospectus

A prospectus with full terms and conditions regarding the Rights Issue will be available prior to the commencing of the subscription period on ExpreS²ion’s website (www.expres2ionbio.com) and Arctic Securities website (www.arctic.com/secse). The prospectus will be passported to Denmark and thus also available for Danish investors.

Advisors

Arctic Securities AS, filial Sverige and Translution Capital A/S act as financial advisors to the Company in connection with the Capitalization. Arctic Securities is the Company’s issuing agent whereas Baker Mckenzie is the Company’s legal advisor in connection with the Offering.

Certified Adviser

Svensk Kapitalmarknadsgranskning AB

Telefon: +46 11 32 30 732

E-post: ca@skmg.se
 

For further information about ExpreS²ion, please contact:

Bent U. Frandsen, CEO
Telephone: +45 4256 6869
E-mail: buf@expres2ionbio.com

This press release constitutes inside information that ExpreS²ion Biotech Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out below, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.

About ExpreS²ion

ExpreS²ion Biotechnologies ApS is a fully owned Danish subsidiary of ExpreS²ion Biotech Holding AB with company register number 559033-3729. ExpreS²ion has developed a unique technology platform, ExpreS², for fast and efficient non-clinical development and production of complex proteins for new vaccines and diagnostics. ExpreS² is regulatorily validated for clinical supply. The platform includes functionally modified glycosylation variants for enhanced immunogenicity and pharmacokinetics. Since 2010, the Company has produced more than 300 proteins and 40 virus-like particles (VLPs) in collaboration with leading research institutions and companies. Since 2017, ExpreS²ion develops novel VLP based vaccines through its joint venture AdaptVac ApS. For additional information, please visit www.expres2ionbio.com and www.adaptvac.com.

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in ExpreS²ion in any jurisdiction, neither from ExpreS²ion nor from someone else.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Arctic Securities AS and Translution Capital A/S is acting for ExpreS²ion in connection with the Offering and no one else and will not be responsible to anyone other than ExpreS²ion for providing the protections afforded to its clients nor for giving advice in relation to the Offering or any other matter referred to herein.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus, corresponding to an EU Growth Prospectus regarding the Rights Issue described in this press release will be prepared and published by the Company. The prospectus will be scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) being the national competent authority and be published and available on the Company's website thereafter. Furthermore, the prospectus will be passported to Denmark making it available for Danish investors.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in ExpreS²ion have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in ExpreS²ion may decline and investors could lose all or part of their investment; the shares in ExpreS²ion offer no guaranteed income and no capital protection; and an investment in the shares in ExpreS²ion is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in ExpreS²ion.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in ExpreS²ion and determining appropriate distribution channels.