XMReality AB (publ) publishes outcome in rights issue and directed issue

THIS PRESS RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR TO RUSSIA, BELARUS, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS IN WHOLE OR IN PART FOR LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN XMREALITY AB. SEE ALSO THE "IMPORTANT INFORMATION" SECTION BELOW.

XMReality AB (publ) (”XMReality” or the “Company”) today announces the outcome of the preferential rights issue of units, shares and warrants of series TO1 (“Units”) (the “Rights Issue") that ended on December 21, 2022. The subscription breakdown shows that approximately 76 percent was subscribed with and without the exercise of unit rights. Consequently, underwriters of the Rights Issue will be allocated approximately 24 percent of the Rights Issue. XMReality thereby obtains SEK 26,2 million before issue costs.

The subscription period for the Rights Issue amounting to about SEK 20,3 million ended on December 21, 2022 and the summary shows that 25 074 765 units, corresponding to approximately 68,09 percent, were subscribed for by the exercise of unit rights. In addition, the Company received interest from investors of subscribing an additional 2 822 418 units without the support of unit rights, corresponding to approximately 7,66 percent. In total, the Rights Issue was subscribed, with and without the exercise of unit rights, to approximately 75,75 percent. Consequently, underwriters of the Rights Issue will be allocated 24,25 percent of the Rights Issue, divided into approximately 20 percent for top guarantees and 4,25 percent for bottom guarantees. The Directed Issue was fully subscribed and include 10 727 269 units, corresponding to approximately SEK 5,9 million. XMReality thereby obtains in total SEK 26,2 million, before issue costs, through the issuance of shares.

Notification of allotment of units subscribed for without exercising unit rights will shortly be sent to those who have been allotted units via contract note. Nominee shareholders receive notification of allotment in accordance with the respective trustee’s routines. Allocation of units subscribed for without the exercise of unit rights has been carried out in accordance with the principles stated in the prospectus that was published on December 2, 2022.

Share capital and number of shares
After the Rights Issue and the Directed Issue have been registered with the Swedish Companies Registration Office, the Company’s share capital will increase with SEK 2 377 763,45 to SEK 4 423 763,45. The number of shares will increase with 47 555 269 shares to 88 475 269 shares.

Trading in BTU
Trading in paid subscribed unit (“BTU”) will take place on Nasdaq First North Growth Market until the week after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration of the Rights Issue is expected to take place during week 1, 2023.

Trading in warrants of series TO1
Trading in warrants of series TO1 will take place on Nasdaq First North Growth Market and will initiate once the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in warrants is May 16, 2023.

Exercise of warrants of series TO1
Two (2) warrants of series TO1 entitle, during the period 8 – 19 May 2023, to the subscription of one (1) new share in XMReality at an exercise price corresponding to 70 percent of the volume-weighted average price paid for XMReality's share on the Nasdaq First North Growth Market during a period of 10 trading days that precedes the redemption period, however minimum SEK 0.55 and maximum SEK 1.00 per share. This means that XMReality, upon full utilization of the warrants, may receive a maximum of approximately SEK 23.8 [1] million before issue costs.

[1] Based on highest strike price on warrants of SEK 1.00.

XMRealitys Certified Adviser is Redeye AB
www.redeye.se

Advisers
XMReality has hired Erik Penser Bank AB and Ramberg Advokater KB as financial advisers as well as legal advisers in connection to the new issues.

The information in this release is such that XMReality AB (publ) is required to make public in accordance with the Market Abuse Regulation issued by the EU. The information was released by the below mentioned contact person for publication on December 23, 2022, 08:50 CET.

For more information, please contact:
Jörgen Remmelg, CEO XMReality
Phone: +46 739 822 409
E-mail: jorgen.remmelg@xmreality.se

About XMReality
XMReality AB (publ) develops and sells solutions that revolutionize knowledge transfer through so-called Augmented Reality (AR). The company is a market leader in remote guidance where you guide a person on site via AR to solve problems or prevent them from occurring. The product is used globally in more than 60 countries. Nestlé, Electrolux, Sidel, Heineken and Saab are examples of the more than 125 customers. XMReality is based in Linköping and in the U.S. and is listed on the Nasdaq First North Growth Market (ticker: XMR). For more information, visit: www.xmreality.com

Important information
Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal 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 or form part of an offer or solicitation to purchase or subscribe for securities in XMReality in any jurisdiction, not from XMReality or from any other person.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus has been published on the Company’s website after the approval of the Swedish Financial Supervisory Authority (sw. Finansinspektionen). XMReality has not authorized any offer to the public of shares or rights in any other jurisdiction than in Sweden. An offer to the investors to subscribe for units in XMReality has been made through the Prospectus, which was disclosed by the Company on December 2, 2022 on XMReality’s website, www.xmreality.com. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be made solely based on the information in the Prospectus. An investor is therefore advised to read the entire Prospectus.

This press release constitutes advertising in accordance with article 2 k) of the Prospectus Regulation. 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 Russian Federation, Belarus, Australia, Hongkong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction in which such publication, distribution or release would be contravening to any applicable rules 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.

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 future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release 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 press release, unless it is not required by law or Nasdaq Stockholm rule book for issuers.