NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA ,HONG KONG ,JAPAN ORTHE UNITED STATES 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.EXACT Therapeutics AS ("EXACT-Tx" or the "Company") has engagedCarnegie AS (the "Manager") to advise on and effect a contemplated private placement of new ordinary shares in the Company (the "Offer Shares ") raising gross proceeds of betweenNOK 25 andNOK 30 million (the "Private Placement"), at a subscription price per share ofNOK 12 (the "Offer Price "). The final number ofOffer Shares to be issued will be determined by the Company's board of directors (the "Board"), in consultation with the Manager, on the basis of an accelerated bookbuilding process to be conducted by the Manager. A selection of investors has, subject to certain customary conditions, undertaken to apply for, and will be allocated,Offer Shares for a minimum ofNOK 22 million at the Offer Price. In addition, the management team and board members have pre-committed to subscribe forNOK 0.7 million and the Managers have received additional indications of interest from existing shareholders up to the minimum amount ofNOK 25 million . The net proceeds from the Private Placement will be used to (i) advance and conclude on the dose expansion part of the ACTIVATE study in cancer patients with liver metastases and announce the top line results, (ii) expand and conclude on the ACT® platform utility in selected additional high-value areas through preclinical studies, including glioblastoma, (iii) focused business development efforts, pursuing productive leads in selected use areas of ACT®, (iv) conclude a pre-IND process with the FDA, for the ENACT study and development programme in pancreatic cancer, and (v) general corporate purposes and IP. The bookbuilding period for the Private Placement will commence on30 November 2023 at16:30 CET and is expected to close on1 December 2023 at08:00 CET (the "Bookbuilding Period"). The Company, after consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or to extend the Bookbuilding Period or to modify or cancel the Private Placement in its entirety without further notice. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly. The allocation ofOffer Shares will be determined at the end of the Bookbuilding Period and the final allocation will be made at the sole discretion of the Board after input from the Manager. Allocation will be based on criteria such as (but not limited to), pre-commitments, existing ownership in the Company, timelines of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares in the Private Placement. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocatedOffer Shares . Notification of allotment and payment instructions is expected to be issued to the applicants on or about1 December 2023 through a notification to be issued by the Manager. Settlement of the Offer Shares is expected to take place on or about5 December 2023 on a delivery versus payment basis facilitated by a share lending agreement entered into between Kvåle AS, the Company and the Manager. Completion of the Private Placement is subject to necessary corporate resolutions by the Board required to consummate the Private Placement, including final approval by the Board of thePrivate Placement and issuance of the Offer Shares pursuant to the authorization to issue new shares granted by the annual general meeting of the Company on9 June 2023 . The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent ofEUR 100,000 . The Company may however, at its sole discretion, allocate amounts belowEUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available. The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. As the Private Placement is structured to ensure that a market-based subscription price is achieved, it is currently not planned to conduct a subsequent repair offering directed towards shareholders not participating in the Private Placement. About EXACT-Tx: EXACT-Tx is a Norwegian clinical-stage precision medicine company developing a technology platform for targeted therapeutic enhancement - Acoustic Cluster Therapy (ACT®). ACT® follows a unique approach to ultrasound-mediated, targeted drug enhancement - with the potential to significantly amplify the clinical utility of a wide range of therapeutic agents across a multitude of indications including within oncology (chemotherapy, immunotherapy) and brain diseases. www.exact-tx.com. AdvisorsCarnegie AS is acting as financial advisors and sole bookrunner in connection with the Private Placement.Advokatfirmaet Thommessen AS is acting as legal advisor. For more information, please contact: Per Walday, CEO EXACT Therapeutics Email per.walday@exact-tx.com John M. Edminson CFO EXACT Therapeutics Email: john.edminson@exact-tx.com This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and section 5 -12 of the Norwegian Securities Trading Act. Thisstock exchange release was published byJohn Edminson , on30 November 2023 at16:30 CEST . Important information: This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering or its securities inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in theUnited Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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. 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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document. The information, opinions and forward-looking statements contained in this announcement 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 announcement. Neither the Manager nor any of its affiliates make 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 in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
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