Inify Laboratories AB — Capital/Financing Update 2024

Nov 15, 2024

Inify Laboratories: Notice of Extraordinary General Meeting and proposed fully guaranteed equity issue with proceeds of SEK 150 million

Inify Laboratories: Notice of Extraordinary General Meeting and proposed fully guaranteed equity issue with proceeds of SEK 150 million

STOCKHOLM - November 15, 2024 - reference is made to the stock exchange

announcement made by Inify Laboratories AB ("Inify" or the "Company") on 23

October 2024 regarding expansion to the UK and a potential share issue of

approximately SEK 150 million.

The Company will in a separate press release call for an Extraordinary General

Meeting (the "EGM") to be held on 6 December 2024 at 10:00 CET to resolve to

authorize the board of directors to resolve on the issuance of new shares.

Provided that the EGM resolves to authorize the board of directors to resolve on

the issuance of new shares, the intention is to utilise the authorization to

resolve on (i) a fully guaranteed private placement of the NOK equivalent of

approximately SEK 135 million with a minimum subscription per subscriber of the

SEK equivalent of EUR 100,000 directed pro-rata towards existing shareholders

holding more than 400,000 shares in the Company (the "Private Placement"), and

(ii) a fully guaranteed repair issue of the NOK equivalent of approximately SEK

15 million (the "Repair Issue"), directed pro-rata towards existing shareholders

with less than 400,000 shares. The price per share in the Private Placement and

the Repair Issue will be NOK 4.50.

Monsun AS and Auris AS (the "Guarantors"), companies controlled by the same

owners as the two largest shareholders Gallivant S.à r.l. ("Gallivant") and

Tauri AS ("Tauri"), respectively, have entered into guarantee undertakings

covering in total 100% of the Private Placement and the Repair Issue (the

"Guarantee Commitment"). The Guarantors will not receive any compensation for

the Guarantee Commitment.

Any existing shareholder participating in the Private Placement and the Repair

Issue can expect to retain their pro-rata ownership, provided that they

subscribe for an amount sufficient to their pro-rata ownership in the Company.

The application period in the Private Placement is expected to commence shortly

after the EGM, if the EGM successfully resolves to authorize the board of

directors to resolve on the issuance of new shares.

Following the completion of the Private Placement, the Company will publish a

national (Norwegian) prospectus and commence the Repair Issue. The Repair Issue

will be directed towards existing shareholders with less than 400,000 shares

and. The national (Norwegian) prospectus is expected to be published in the

beginning of January 2025, with a two-week application period thereafter.

The combined proceeds from the Private Placement and the Repair Issue will be

the NOK equivalent of approximately SEK 150 million before transaction costs and

will be used to fund Inify's expansion into the UK and for general working

capital.

Additional information about the Private Placement and Repair Issue will be

published in due course.

For further information, please contact CEO, Fredrik Palm,

fredrik.palm@inify.com, or visithttps://www.inify.com

Advisors

SpareBank1 Markets AS ("SpareBank1 Markets") has been appointed as financial

advisor in connection with the Private Placement and the Repair Issue. Schjødt

law firm acts as legal counsel to the Company.

The future of pathology

Inify Laboratories provides cancer diagnostics through ultramodern laboratory

services within pathology. It uses a fully digital, standardized and AI-

supported workflow to optimize quality and response times, initially within

prostate.The concept is scalable and can be extended to other diagnoses.

The service includes the whole chain of sample handling: from logistics, to

sample preparation, to reporting by a pathologist. The report is assisted by our

own AI, proven in clinical studies to have world-leading accuracy. The complete

workflow is supported by a tailor-made process control system.

The company, based in Sweden, became independent in 2022 through a spin-off

fromContextVision (https://www.contextvision.com/), with 40 years of experience

within digital imaging for medical applications. It is listed onEuronext Growth

Oslo under the ticker

INIFY (https://live.euronext.com/en/product/equities/SE0017486103-MERK).

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 the Norwegian Securities Trading

Act.

This stock exchange announcement was published by Ann-Charlotte Linderoth, Inify

Laboratories AB on the time and date provided.

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. The

information in this press release does not contain or constitute an offer to

acquire, subscribe or otherwise trade in shares, subscription rights or other

securities in The Company in any jurisdiction. Any invitation to the persons

concerned to subscribe for shares in the Repair Issue will only be made through

the national (Norwegian) prospectus which the Company expects to publish in the

beginning of January 2025.

This press release does not identify or suggest, or purport to identify or

suggest, the risks (direct or indirect) that may be associated with an

investment in new shares. Any investment decision in connection with the Private

Placement and Repair Issue must be made on the basis of all publicly available

information relating to the Company and the Company's shares. Such information

has not been independently verified by SpareBank1 Markets. 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.

SpareBank1 Markets is acting for the Company in connection with the transaction

and no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to its clients nor for giving advice in

relation to the transaction or any other matter referred to herein.

This press release does not constitute a recommendation concerning any

investor's option with respect to the Private Placement and Repair Issue. Each

investor or prospective investor should conduct his, her or its own

investigation, analysis and evaluation of the business and data described in

this announcement and publicly available information. The price and value of

securities can go down as well as up. Past performance is not a guide to future

performance.

The information contained in this press release is not intended for, and must

not be accessed by, or distributed or disseminated, directly or indirectly, in

whole or in part, to persons resident or physically present in the United States

of America (including its territories and possessions, any state of the United

States and the District of Columbia) (the "United States"), Australia, Canada,

Hong Kong, Japan, New Zealand, Singapore, South Africa, United Kingdom or any

other jurisdiction where such action is wholly or partially subject to legal

restrictions, or would require additional prospectuses, registration or other

measures than those required by Swedish law. The information in the press

release does not constitute any offer regarding subscription rights, paid

subscribed shares or shares in the Company ("Securities") to any person in said

jurisdictions. The information in the press release may not be forwarded or

reproduced in such a manner that contravenes such restrictions or gives cause to

such requirements.

No securities have been or will be registered under the United States Securities

Act of 1933, as amended (the "Securities Act") or the securities legislation of

any state or other jurisdiction in the United States and may not be offered,

subscribed for, exercised, used, pledged, sold, resold, granted, delivered or

otherwise transferred, directly or indirectly, in or into the United States

except pursuant to an applicable exemption from, or in a transaction not subject

to, the registration requirements under the Securities Act and in compliance

with the securities legislation in the relevant state or any other jurisdiction

of the United States.

Within the European Economic Area ("EEA"), no public offering of Securities is

made in other countries than Sweden or Norway. In other member states of the EU,

such an offering of Securities may only be made in accordance with the

Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In other

member states of the EEA which have implemented the Prospectus Regulation in its

national legislation, any offer of Securities may only be made in accordance

with an applicable exemption in the Prospectus Regulation and/or in accordance

with an applicable exemption under a relevant national implementation measure.

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 future results of operations, financial condition, liquidity,

performance, prospects, anticipated growth, strategies and opportunities and the

markets in which the Company's 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.

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 the Company

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 the Company may decline and

investors could lose all or part of their investment; the shares in The Company

offer no guaranteed income and no capital protection; and an investment in the

shares in the Company 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 new share issue. Furthermore, it is

noted that, notwithstanding the Target Market Assessment, SpareBank1 Markets

will only procure investors who meet the criteria of professional clients and

eligible counterparties.

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

the Company.

Each distributor is responsible for undertaking its own target market assessment

in respect of the shares in the Company and determining appropriate distribution

channels.