Circio : Commencement for the subscription period for the rights issue

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, 24 June 2024: Reference is made to the previous stock exchange announcements by Circio Holding ASA (the "Company") regarding the rights issue of between 3,658,000 new shares to 20,732,010 new shares in the Company (the "Offer Shares") to raise gross proceeds of up to approximately NOK 52 million (the "Rights Issue"). In addition, the subscribers in the Rights Issue will be allocated one warrant for every Offer Shares allocated to them and paid by them in the Rights Issue (the "Warrants"). The Company will issue between 10,279,860 and 27,353,870 Warrants.

The subscription period in the Rights Issue will commence today, 24 June 2024.

Redeye AB is acting as manager for the Rights Issue (the "Manager")

Allocation of Subscription Rights and Warrants:

The shareholders of the Company 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 pursuant to the two days' settlement procedure of VPS (the "Record Date")) (the "Existing Shareholders"), have been granted subscription rights (the "Subscription Rights") in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below).

The Existing Shareholder have been granted 1.945786612 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Subscription Price (see below). Over-subscription and subscription without Subscription Rights are permitted.

The subscribers in the Rights Issue will be allocated one Warrant issued by the Company for every Offer Share allocated to, and paid by, them in the Rights Issue. Each Warrant will, subject to applicable law, give the right to subscribe for one new share in the Company.

The grant or purchase of Subscription Rights and the subscription of Offer Shares and Warrants by persons resident in, or who are citizens of countries other than Norway or Sweden, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to the Section 12 "Selling and Transfer Restrictions" in the securities note dated 18 June (the "Securities Note" and together with a registration document supplement and summary, dated 18 June 2024, and a registration document approved on 28 September 2023 and a registration document supplement approved on 8 March 2024 comprises the "Prospectus"). The Prospectus is, subject to applicable local securities laws, available at the websites of the Company, https://www.circio.com/en/rights-issue-2024/.

Subscription period:

The subscription period commences on 09:00 hours (CEST) on 24 June 2024 and expires on 16:30 hours (CEST) on 8 July 2024.

Subscription Rights:

The Subscription Rights will be listed and tradable on Oslo Stock Exchange from 09:00 hours (CEST) on 24 June 2024 to 16:30 hours (CEST) on 8 July 2024 under the ticker code "CRNAT". The Subscription Rights will hence only be tradable during a part of the subscription period.

Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the subscription period on 16:30 hours (CEST) on 8 July 2024 or not sold before 16:30 (CEST) on 2 July 2024 will have no value and will lapse without compensation to the holder.

The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the subscription period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. If Warrants are exercised, there will be additional dilution. See Section 10.20 "Dilution" in the Securities Note for a further description of such dilutive effect.

Warrants:

The subscribers in the Rights Issue will without cost to them be allocated one Warrant issued by the Company for every Offer Share allocated to, and paid by, them in the Rights Issue. Each Warrant will give the holder a right to subscribe for one new share in the Company at an exercise price per share 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 in below) with a deduction for a discount of 30% and (ii) NOK 0.60.

The Warrants 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"). Any Warrants not exercised within 18 December 2024 will lapse without compensation.

The Company shall use reasonable efforts to seek to ensure that the Warrants are admitted to trading on the Oslo Stock Exchange or Euronext Growth Oslo following completion of the Rights Issue but there can be no assurance that such admittance to trading will be obtained. Information concerning whether the Warrants will be admitted to trading will be provided when such information is available to the Company.

The Warrants are expected to have an economic value if the Company's shares trade above the exercise price during the subscription period.

Any Warrants not subscribed within the end of the subscription period will not be allocated. Warrants not exercised before 16:30 hours (CEST) on 18 December 2024 or sold four trading days prior to 16:30 hours (CEST) on 18 December 2024 will lapse without compensation.

Subscription price:

NOK 2.50 per Offer Share.

No payment shall be made for the Warrants.

Subscription procedure:

Investors holding Subscription Rights who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system by following the link: https://investor.vps.no/sc/servlet/no.vps.sc.servlets.SCLogonServlet?ISIN=NO0013261016&TSted=07910&Sig=00ab13963964c58b9e4c00dd957bd2e0ee09ae9b866c769093ec5eccaaeeaf2conwhich will redirect the subscriber to the VPS online subscription system).

Subscriptions for Offer Shares and Warrants can be made by completing the subscription form (the "Subscription Form") and submitting it to DNB Markets, a part of DNB Bank ASA, Registrars Department (the "Receiving Agent") at the address or email address set out in the Securities Note and the Subscription Form by 16:30 hours (CEST) on 8 July 2024. The Subscription Form can be found in Appendix A in the Securities Note.

The Warrants will automatically be subscribed for through delivery of the Subscription Form correctly completed or through online subscriptions prior to the expiry of the Subscription Period (i.e. on 8 July 2024 at 16:30 hours (CEST).

Conditions for completion of the Rights Issue:

The Rights Issue may be withdrawn or revoked, or the completion of the Rights Issue may be delayed, if the aggregate minimum subscription amount for the Offer Shares is not received by the Company on time or at all, including after the commencement of the Subscription Period and trading in the Subscription Rights has begun.

If the Rights Issue is withdrawn or revoked, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights shall be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market.

Financial intermediaries:

If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Subject to applicable law, Existing Shareholders holding Shares through a financial intermediary may instruct the financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription Rights on their behalf. See Section 12 "Selling and transfer restrictions" in the Securities Note for a description of certain restrictions and prohibitions applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside Norway or Sweden.

Existing Shareholders who hold their Shares through a financial intermediary and who are Ineligible Shareholders will not be entitled to exercise their Subscription Rights but may, subject to applicable law, instruct their financial intermediary to sell their Subscription Rights transferred to the financial intermediary. As described in Section 10.8 "Subscription Rights" of the Securities Note, neither the Company nor the Receiving Agent will sell any Subscription Rights transferred to financial intermediaries.

Listing and commencement of trading in the Offer Shares:

Subject to timely payment of the minimum subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 19 July 2024 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 22 July 2024.

The Offer Shares are expected to be tradable on Oslo Stock Exchange from and including 22 July 2024.

The Warrants are expected to be registered with the Norwegian Register of Business Enterprises on or about 22 July 2024 and to be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 22 July 2024.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: [phone]
Email: [e-mail] Gaal, CFO
Phone: [phone]
Email: [e-mail]

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.

This information is subject to disclosure under the Norwegian Securities Act section 5-12 and the requirements of Oslo Børs' Continuing Obligations.

***

- 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 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 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.

Redeye AB is acting as manager (the "Manager") 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.