Circio : Mandatory notification of trade by primary insiders and close associates related to the rights issue

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 9 July 2024: Reference is made to the stock exchange announcement published by Circio Holding ASA (the "Company") earlier today, 9 July 2024, regarding the final results of the rights issue (the "Rights Issue").

The following primary insiders and close associates to primary insiders have been allocated new shares and warrants in the Rights Issue, including new shares and warrants as commission for their pre-subscriptions in the Rights Issue:

Erik Digman Wiklund, the CEO of the Company, has been allocated 120,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Erik Digman Wiklund has been granted 20,400 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue. As a result, Erik Digman Wiklund, together with his wholly owned company Digman AS, holds 143,733 shares and 140,400 warrants in the Company.

BioPharma Drug Licensing Group SL ("BioPharma"), a close associate of Lubor Gaal, the CFO of the Company, has been allocated 80,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Biopharma has been granted 13,600 new shares and the corresponding number of warrants as commission for pre-subscription in the Rights Issue. As a result, Lubor Gaal, through his wholly owned company, Biopharma, holds 93,600 shares and 93,600 warrants in the Company.

Damian Marron, the Chairman of the board of directors of the Company, has been allocated 143,604 new shares and the corresponding number of warrants in the Rights Issue. In addition, Damian Marron has been granted 23,800 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue. As a result, Damian Marron holds 169,256 shares and 167,404 warrants in the Company.

Diane Mary Mellett, board member of the board of directors of the Company, has been allocated 108,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Diane Mary Mellet has been granted 18,360 new shares and the corresponding number of warrants as commission for her pre-subscription in the Rights Issue. As a result, Diane Mary Mellett holds 130,458 shares and 126,360 warrants in the Company.

Sølen AS, a close associate of Thomas Falck, board member of the board of directors of the Company, has been allocated 80,000 new shares, and the corresponding number of warrants in the Rights Issue. In addition, Sølen AS has been granted 13,600 new shares and the corresponding number of warrants as commission for pre-subscription in the Rights Issue. As a result, Thomas Falck, through his wholly owned company Sølen AS, holds 93,600 shares and 93,600 warrants in the Company.

Robert Forbes Burns, deputy member of the board of directors of the Company, has been allocated 50,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Robert Forbes Burns has been granted 8,500 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue. As a result, Robert Forbes Burns holds 68,458 shares and 58,500 warrants in the Company.

Ola Melin, Chief Operating Officer of the Company, has been allocated 40,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Ola Melin has been granted 6,800 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue. As a result, Ola Melin holds 48,466 shares and 46,800 warrants in the Company.

Victor Levitsky, Chief Scientific Officer of the Company, has on 8 July 2024 exercised 647 subscription rights, thus entitling him to be allocated 647 offer shares in the Rights Issue. In addition, Victor Levitsky has subscribed for 39,353 offer shares without subscription rights. Victor Levitsky has been allocated a total of 40,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Victor Levitsky has been granted 6,800 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue. As a result, Victor Levitsky holds 47,133 shares and 46,800 warrants in the Company.

Thomas Birkballe Hansen, Chief Technology Officer of the Company, has been allocated 40,000 new shares and the corresponding number of warrants in the Rights Issue. In addition, Thomas Birkballe Hansen has been granted 6,800 new shares and the corresponding number of warrants as commission for his pre-subscription in the Rights Issue. As a result, Thomas Birkballe Hansen holds 46,800 shares and 46,800 warrants in the Company.

Please see the attached forms for further details about the transactions.

This information is subject to the disclosure requirements pursuant to article 19 of the EU Market Abuse Regulation and section 5-12 of the Norwegian Securities Trading Act.

For further information, please contact:
Erik Digman Wiklund, CEO
Phone: [phone]
Email: [e-mail] Gaal, CFO
Phone: [phone]
Email: [e-mail]

About Circio Holding ASA

Building next generation RNA therapeutics

Circio Holding ASA is a biotechnology company developing novel circular RNA gene therapies and immunotherapy medicines.

Circio has established a unique circular RNA (circRNA) platform for genetic medicine. The proprietary circVec technology is based on a modular genetic cassette design for efficient biogenesis of multifunctional circRNA from DNA and viral vectors, which can be deployed in multiple disease settings. The circVec platform has demonstrated enhanced and more durable protein expression than classic mRNA vector systems, and has the potential to become the new gold-standard for DNA and virus-based therapeutics in the future. The circRNA R&D activities are being conducted by the wholly owned subsidiary Circio AB based at the Karolinska Institute in Stockholm, Sweden.

In addition, Circio is developing a cancer vaccine, TG01, targeting KRAS driver mutations. TG01 is currently being tested in three clinical trials: RAS-mutated pancreatic cancer and lung and non-resectable pancreatic cancer in US, and multiple myeloma in Norway. These studies are being run through academic collaborative networks, supported by prestigious research grants from Innovation Norway and the Norwegian Research Council, creating read-outs and future optionality for the program at low cost to Circio.

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- IMPORTANT INFORMATION -

This announcement is not and does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").

The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus (the "Prospectus") which will be prepared and which is subject to the approval by the Norwegian Financial Supervisory Authority. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus is made available on the Company's website.

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.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is available only to 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.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

Redeye AB is acting as manager (the "Manager") for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its 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 of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.