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Gentian Diagnostics ASA

Share Issue/Capital Change Jan 27, 2017

3604_iss_2017-01-27_bcec7ef2-336d-4db5-af91-0c45b87cd863.html

Share Issue/Capital Change

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PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 2 SUCCESSFULLY COMPLETED

PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 2 SUCCESSFULLY COMPLETED

PRIVATE PLACEMENT - BOOKBUILDING IN TRANCHE 2 SUCCESSFULLY

COMPLETED

Oslo, 27 January 2017

Reference is made to the stock exchange announcement from

Gentian Diagnostics AS ("Gentian" or the "Company")

published on 20 January 2017 regarding the completion of the

bookbuilding period in Tranche 1 of the private placement of

up to NOK 100 million at NOK 35 per share (the "Private

Placement"). Tranche 1 of the Private Placement comprised

2,714,286 new shares (corresponding to NOK 95,000,010 in

gross proceeds).

The application period in Tranche 2 expired at 14:00 CET

today, 27 January 2017. Tranche 2 was fully subscribed and

in total 142,857 new shares were allocated at NOK 35 per

share (corresponding to NOK 4,999,995 in gross proceeds).

Total number of shares placed in Tranche 1 and Tranche 2 of

the Private Placement is hence 2,857,143, corresponding to

gross proceeds of NOK 100,000,005.

The net proceeds from the Private Placement will be used to

further develop the Company's distribution platform, pursue

selected identified M&A opportunities, as well as for

general corporate purposes. As part of its growth strategy

the company may strengthen its organisation and management

team.

The completion of the Private Placement is conditional upon

the corporate resolutions of the Company required to

implement the issue of the new shares, including approval by

an extraordinary general meeting of the Company expected to

be held on 30 January 2017, and registration of the

increased share capital of the Company.

Notifications of conditional allotment in Tranche 2 will be

sent to the applicants today through a notification issued

by the Managers (as defined below). Payment date of the new

shares is expected on 31 January 2017, shares are expected

to be delivered on or about 2 February 2017.

Following the registration of the new share capital

pertaining to the Private Placement, assuming the Private

Placement is approved by the extraordinary general meeting,

the Company will have an issued share capital of NOK

1,399,629.3 divided into 13,996,293 shares, each with a par

value of NOK 0.10.

The waiver of the preferential rights inherent in the

Private Placement is considered necessary to ensure

successful completion.

Arctic Securities AS and DNB Markets, a part of DNB Bank

ASA, (together the "Managers") are engaged as Joint

Bookrunners in the Private Placement.

Aabø-Evensen & Co Advokatfirma AS is acting as legal advisor

to the Company in the Private Placement.

For more information, please contact:

Julie Alling Gryga

CFO, Gentian Diagnostics

E-mail: [email protected]

Cell Phone: +47 472 62 628

Important information:

The release is not for publication or distribution, in whole

or in part directly or indirectly, in or into

Australia, Canada, Japan or the United States (including its

territories and possessions, any state of the United States

and the District of Columbia).

This release is an announcement issued pursuant to legal

information obligations, and is subject of the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any

offer or solicitation to purchase or subscribe for

securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been,

and will not be, registered under the United States

Securities Act of 1933, as amended (the "Securities Act").

The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration

requirements of the Securities Act. The Company does not

intend to register any portion of the offering of the

securities in the United States or to conduct a public

offering of the securities in the United States. Copies of

this announcement are not being made and may not be

distributed or sent into Australia, Canada, Japan or the

United States. The issue, exercise, purchase or sale of

subscription rights and the subscription or purchase of

shares in the Company are subject to specific legal or

regulatory restrictions in certain jurisdictions. Neither

the Company nor the Managers assumes any responsibility in

the event there is a violation by any person of such

restrictions.

The distribution of this release may in certain

jurisdictions be restricted by law. Persons into whose

possession this release comes should inform themselves about

and observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of the

securities laws of any such jurisdiction. The Managers are

acting for the Company and the Selling Shareholders and no

one else in connection with the Private Placement and will

not be responsible to anyone other than the Company and the

Selling Shareholders for providing the protections afforded

to their respective clients or for providing advice in

relation to the Private Placement and/or any other matter

referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection

with this release may contain certain forward-looking

statements. By their nature, forward-looking statements

involve risk and uncertainty because they reflect the

Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A

number of material factors could cause actual results and

developments to differ materially from those expressed or

implied by these forward-looking statements.

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