Inify Laboratories AB — Capital/Financing Update 2025

Jan 23, 2025

Inify Laboratories - Final results of the Subsequent Offering

Inify Laboratories - Final results of the Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, NEW

ZEALAND, HONG KONG, JAPAN, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR ANY

OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO

IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Reference is made to the stock exchange announcement made by Inify Laboratories

AB (the "Company") on 9 January 2025 regarding the commencement of the

subscription period in a fully guaranteed subsequent repair offering of

3,464,300 new shares in the Company (the "Subsequent Offer Shares"), at an offer

price of NOK 4.50 per Subsequent Offer Share, with gross proceeds of NOK

15,589,350 (the "Subsequent Offering").

The subscription period in the Subsequent Offering expired on 23 January 2025 at

16:30 hours (CET). By the end of the subscription period, the Company had

received valid subscriptions for 1,090,861 Subsequent Offer Shares in the

Subsequent Offering. The remaining 2,373,439 Subsequent Offer Shares have been

allocated to the guarantors for the Subsequent Offering.

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 (the

"Guarantee Commitment") covering in total 100% of the Subsequent Offering and

the preceding private placement (the "Private Placement"). The Guarantors will

not receive any compensation for the Guarantee Commitment.

The Company's board of directors has resolved to allocate 3,464,300 Subsequent

Offer Shares, in accordance with the allocation criteria set out in the national

prospectus for the Subsequent Offering dated 6 January 2025 (the "Prospectus"),

raising gross proceeds of NOK 15,589,350. 1,090,861 Subsequent Offer Shares were

allocated to Eligible Shareholders (as defined in the Prospectus), and the

remaining 2,373,439 Subsequent Offer Shares were allocated to the Guarantors for

the Subsequent Offering, as follows:

· Monsun AS: 2,034,376 Subsequent Offer Shares

· Auris AS: 339,063 Subsequent Offer Shares

Notifications of allocated Subsequent Offer Shares and the corresponding amount

to be paid by each subscriber are expected to be distributed on or about 24

January. The Subsequent Offer Shares will be issued by the board of directors

pursuant to the board authorization to increase the Company's share capital

granted by the extraordinary general meeting of the Company held on 6 December

2024. The due date for payment of the Subsequent Offer Shares is 14 February.

Subject to timely payment of the Subsequent Offer Shares subscribed for and

allocated in the Subsequent Offering, and subject to registration of the capital

increase pertaining to the Subsequent Offering with the Swedish Companies

Registration Office (Sw.: Bolagsverket), the delivery of the Subsequent Offer

Shares is expected to take place on or about 19 February 2025. The Company

assesses that it carries out protection-worthy activities under the Screening of

Foreign Direct Investments Act (the "Swedish FDI Act") and an investment in the

Company may be subject to mandatory filing. If an investment is subject to

mandatory filing, it must prior to its completion, be filed with the

Inspectorate of Strategic Products (the "ISP"). The investor may be imposed an

administrative sanction if an investment that is subject to mandatory filing is

carried out before the ISP has either i) decided to take no action, or ii)

authorized the investment. The allocation of shares and the delivery of the same

(both Subsequent Offer Shares and shares allocated in the Private Placement) to

Monsun AS and Gallivant is conditional upon Monsun AS and Gallivant receiving a

positive decision from the ISP pursuant to the Screening of Foreign Direct

Investment Act. The Subsequent Offer Shares are expected to commence trading on

Euronext Growth Oslo on or about 19 February 2025.

Advisors

SpareBank 1 Markets AS has been appointed as financial advisor in connection

with the Subsequent Offering. Schjødt law firm acts as legal counsel to the

Company.

For further information, please contact CEO, Fredrik Palm,

fredrik.palm@inify.com, or visit https://www.inify.com

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 from

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

within digital imaging for medical applications. It is listed on Euronext Growth

Oslo under the ticker INIFY.

This information is subject to the disclosure requirements pursuant to section 5

-12 the Norwegian Securities Trading Act.

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 Subsequent Offering will only be made

through the Prospectus.

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

Subsequent Offering must be made on the basis of the information included in the

Prospectus. Such information has not been independently verified by SpareBank 1

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. SpareBank 1 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 Subsequent Offering. 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 Norwegian 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 may contain 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. Any 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.