Zelluna ASA — Capital/Financing Update 2021

Oct 26, 2021

Ultimovacs ASA - Contemplated private placement

Ultimovacs ASA - Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY

OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL

Ultimovacs ASA - Contemplated private placement

With reference to the stock exchange notice dated 26 October 2021 - "Ultimovacs

to Launch Phase II Combination Trial of UV1 in Lung Cancer (NSCLC)", Ultimovacs

ASA ("Ultimovacs" or the "Company") announces an intention to carry out a

private placement with gross proceeds of approximately NOK 225 to 270 million

(the "Private Placement") by issuing new shares (the "Offer Shares"). The final

size of the Private Placement and the number of Offer Shares to be issued will

be resolved by the Board of Directors of the Company following a book building

process, within the current authorisation granted by the Annual General Meeting

on 15 April 2021 (the "Authorisation"). ABG Sundal Collier ASA, Carnegie AS and

DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (the "Joint

Bookrunners") in connection with the Private Placement.

The net proceeds of the Private Placement will be used for (i) financing of the

LUNGVAC Phase II trial evaluating UV1 in non-small cell lung cancer ("NSCLC"),

(ii) bringing the UV1 platform into Phase III readiness, (iii) further

development of the Tetanus-Epitope-Targeting ("TET") technology platform, and

(iv) General corporate purposes.

The following existing shareholders in the Company, Gjelsten Holding AS, Canica

AS, Watrium AS, Radforsk Investeringstiftelse, Langøya Invest AS, Sundt AS and

Helene Sundt AS have pre-committed to subscribe for Offer Shares corresponding

to a total subscription amount of up to approximately NOK 94 million depending

on the final size of the Private Placement.

Comments from the CEO

"Ultimovacs continues to have a highly productive year, with recently announced

long-term results

(https://tools.eurolandir.com/tools/Pressreleases/GetPressRelease/?ID=3975342&la

ng=en-GB&companycode=no-ulti&v=) from a Phase I trial in malignant melanoma

continuing to indicate that UV1 combinations may boost the immune response while

maintaining a balanced safety and tolerability profile. We are pleased to carry

out this capital injection which will enable us to accelerate and broaden our

clinical development." said Carlos de Sousa, CEO of Ultimovacs.

"We have just announced plans for a new Phase II trial of UV1 plus pembrolizumab

(KEYTRUDA®) in one of the world's most common cancers, non-small cell lung

cancer. This will be the fifth Phase II trial testing the ability of our

universal cancer vaccine UV1 to improve the performance of checkpoint inhibitor

antibodies, the current drugs of choice in an increasingly large number of

cancers.

Our clinical plans in malignant melanoma were boosted by US FDA Fast Track

designations for the combinations of UV1 with pembrolizumab and UV1 with

ipilimumab, in recognition that the combinations meet urgent needs in a serious

condition.

We are pleased to confirm that 20 patients have been enrolled in Ultimovacs'

Phase II trial in malignant melanoma (INITIUM) since our last quarterly update

on August 20th, despite the ongoing challenge of COVID-19, with 38 clinical

sites now open and actively recruiting. We continue to monitor the impact from

COVID-19 and will update the guidance for INITIUM and our three investigator-led

Phase II trials in our Q4 2021 report. Enrolment updates will continue to be

provided in each quarterly report.

Ultimovacs' technology base is also becoming broader. We are investing in a

second technology platform, Tetanus-Epitope-Targeting. TET puts cancer antigens

and vaccine adjuvant in the same molecule, producing multiple vaccines ranging

from those with broad cancer-associated targets to 'signature' targets

associated with specific tumors. The first Phase I trial with TET began in

February 2021 and focuses on prostate cancer. The development of the TET

platform extends our proprietary pipeline, and positions Ultimovacs to

collaborate with organizations that want to optimize their vaccines through

innovative adjuvant technology.

We thank our existing and new investors for their support and look forward to

working to advance our innovative treatments to help improve patient lives."

The Private Placement

The Private Placement will be directed towards Norwegian and international

institutional investors, in each case subject to and in compliance with

applicable exemptions from relevant prospectus or registration requirements.

The subscription price and allocation of shares in the Private Placement will be

determined through an accelerated book building process. The book building

period commences today at 16:30 CEST and will close at 08:00 CEST on 27 October

2021. The book building may, at the discretion of the Company and the Joint

Bookrunners, close earlier or later and may be cancelled at any time and

consequently, the Company may refrain from completing the Private Placement. The

Company will announce the final number of Offer Shares placed and the final

subscription price in the Private Placement in a stock exchange announcement

expected to be published before the opening of trading on the Oslo Stock

Exchange tomorrow, 27 October 2021. Completion of the Private Placement is

subject to final approval by the Company's Board of Directors (the "Board").

The minimum subscription and allocation amount in the Private Placement will be

the NOK equivalent of EUR 100,000, provided that the Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

Notification of allotment and payment instructions is expected to be issued to

the applicants on or about 27 October 2021 through a notification to be issued

by the Joint Bookrunners. The allocation will be determined at the end of the

book building period and final allocation will be made at the Board of

Directors' sole discretion.

The Offer Shares allocated in the Private Placement are expected to be settled

through a delivery versus payment transaction by delivery of existing and

unencumbered shares in the Company that are already listed on Oslo Børs,

pursuant to a share lending agreement between the Company, Gjelsten Holding AS

and the Joint Bookrunners. The Offer Shares will thus be tradable from

allocation. The Joint Bookrunners will settle the share loan with a

corresponding number of new shares in the Company to be issued by the Board

pursuant to the Authorisation.

The Company has agreed with the Joint Bookrunners to a lock-up on future share

issuances for a period of 180 days from the settlement date for the Private

Placement, subject to customary exceptions. The Company's Board, members of the

executive management and the board represented shareholders have all agreed with

the Managers to a lock-up on existing shareholdings for a period of 180 days

from the settlement date for the Private Placement, subject to customary

exceptions.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and the rules on equal

treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment, and the Board is of the opinion that the contemplated transaction is

in compliance with these requirements and guidelines. Taking into consideration

the time, costs and expected terms of alternative methods of the securing the

desired funding, the Board has concluded that offering new shares in a private

placement on acceptable terms at this time is in the common interest of the

shareholders of the Company.

The Company may, subject to completion of the Private Placement, consider to

conduct a subsequent share offering of new shares (the "Subsequent Offering").

If carried out, the size and structure of the Subsequent Offering shall be in

line with market practice. Shareholders being allocated shares in the Private

Placement will not be eligible to participate in a Subsequent Offering. The

Company reserves the right in its sole discretion to not conduct or cancel the

Subsequent Offering.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in

connection with the Private Placement and Advokatfirmaet Wiersholm AS is acting

as legal advisor to the Joint Bookrunners in connection with the Private

Placement.

For additional information, please contact:

Carlos de Sousa, Chief Executive Officer

Email: carlos.desousa@ultimovacs.com (mailto:carlos.desousa@ultimovacs.com)

Phone: +47 908 92 507

Hans Vassgård Eid, Chief Financial Officer

Email: hans.eid@ultimovacs.com (mailto:hans.eid@ultimovacs.com)

Phone: +47 482 48 632

About Ultimovacs

Ultimovacs is developing immune-stimulatory vaccines to treat a broad range of

cancers. Ultimovacs' lead universal cancer vaccine candidate UV1 targets human

telomerase (hTERT), present in 85-90% of cancers in all stages of tumor growth.

By directing the immune system to hTERT antigens, UV1 drives CD4 helper T cells

to the tumor to activate an immune system cascade and increase anti-tumor

responses. With a broad Phase II program, Ultimovacs aims to clinically

demonstrate UV1's impact in multiple cancer types in combination with other

immunotherapies. Ultimovacs' second technology approach, based on the

proprietary Tetanus-Epitope-Targeting (TET) platform, combines tumor-specific

peptides and adjuvant in the same molecule and entered Phase I trials in 2021.

Important Notices

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 the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

securities in the United States or to conduct a public offering of securities in

the United States. Any sale in the 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

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "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 the United 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 of the Joint Bookrunners nor any of their respective 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 in the Company. Neither the Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Joachim Midttun, Finance

Manager at Ultimovacs ASA on 26 October 2021 at 16:30 CEST on behalf of the

Company.