Insplorion

Outcome of the Rights Issue
The Rights Issue comprised of a maximum of 42,820,556 Units. Each Unit consisted of one (1) new share and one (1) warrant of series TO3. 12,783,949 Units, corresponding to approximately 30 percent of the Rights Issue, were subscribed for by exercise of unit rights (including subscription undertakings of approximately 6 percent). A total of 574,838 Units, corresponding to approximately 1 percent of the Rights Issue, were subscribed for without the exercise of unit rights. Thus, 13,358,787 Units, corresponding to approximately 31 percent of Rights Issue, were subscribed for with and without the exercise of unit rights. 12,333,547 Units, corresponding to approximately 29 percent of the maximum number of Units in the Rights Issue, were subscribed for by the parties who entered into guarantee commitments.
 
Notification regarding allocation
Allocation of Units has been made in accordance with the allocation principles described in the prospectus that was published in connection with the Rights Issue. Notification regarding allocation of Units subscribed for without unit rights will be made by post of a contract note to each subscriber. Allocated Units subscribed for without unit rights shall be paid for in accordance with the instructions in the contract note.
 
Trading in BTU
Trading in BTU (Sw: Betald Tecknad Unit) is currently taking place at Nasdaq First North Growth Market and is estimated to continue up to and including 13 November 2024. BTU’s will then be converted to shares and warrants.
 
Changes in number of shares and share capital
Through the Rights Issue, the total number of shares in the Company increases by 25,692,334 shares, from 23,789,198 shares to 49,481,532 shares, and the share capital increases by approximately SEK 3,853,851.27, from approximately SEK 3,568,380.78 to approximately SEK 7,422,232.05, corresponding to a dilution of 52 percent.
 
Through the Rights Issue, a total of 25,692,334 warrants will be issued. If all these warrants are exercised for subscription of shares, the total number of shares in the Company will increase by 12,846,167 shares and the share capital will increase by approximately SEK 1,926,925.63, corresponding to an additional dilution of approximately 21 percent.
 
Warrants of series TO3
Two (2) warrants will entitle the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price (“VWAP”) paid for the Company’s shares on Nasdaq First North Growth Market during the ten (10) preceding trading days up to and including 5 May 2025, however not lower than SEK 0.40 and not higher than SEK 2.00. The exercise period will run from 7 May 2025 up to and including 20 May 2025. Full terms and conditions for the warrants are available on Insplorion’s website, www.insplorion.com.
 
Advisors
Redeye is financial advisor and Fredersen Advokatbyrå is legal advisor to Insplorion in connection with the Rights Issue. Bergs Securities (previously named Hagberg & Aneborn) is the issuing agent in connection with the Rights Issue.
 
For further information, contact:
Johan Rask, CEO, Insplorion 
Tel: +46 708 94 60 60
E-mail: johan.rask@insplorion.com
 
About Insplorion
Insplorion’s vision is to use sensor technology for an accelerated transition to a sustainable future. With its unique sensor platform NanoPlasmonic Sensing (NPS), Insplorion operates within two fields; hydrogen sensors and research instruments. The hydrogen sensors enable safe and efficient deployment of hydrogen infrastructure through its unique benefits in detection speed, selectivity and ability to function in environments where many sensor technologies cannot. Our instruments give scientists around the world real time data within battery research and surface processes in fields like catalysis, material- and life science. Redeye AB is Insplorion’s Certified Adviser on Nasdaq First North Growth Market.
 
IMPORTANT INFORMATION
This press release does not contain and does not constitute an offer to acquire, subscribe or otherwise trade in shares, Units, unit rights, BTUs, convertibles or other securities in Insplorion. The offer to relevant persons regarding the subscription of Units in Insplorion will only be made through the Prospectus that Insplorion has published on its website after approval and registration with the Swedish Financial Supervisory Authority.
 
The information in this press release may not be disclosed, published or distributed, directly or indirectly, in or into the United States (including its territories and possessions), Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea or any other jurisdiction where distribution or publication would be illegal or require registration or other measures than those that follow from Swedish law. Actions that violate these restrictions may constitute a violation of applicable securities laws.
 
No shares, Units, warrants, BTUs, convertibles or other securities have been registered, and no shares, Units, warrants, BTUs, convertibles or other securities will be registered under the United States Securities Act of 1933 as currently amended (“Securities Act”) or the securities legislation of any state or other jurisdiction of the United States and no shares, Units, warrants, BTUs, convertibles or other securities may be offered, sold, or otherwise transferred, directly or indirectly, within or into the United States, except under an available 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.
 
In all EEA Member States (“EEA”), other than Sweden, Denmark, Finland and Norway, this press release is intended for and is directed only to qualified investors in the relevant Member State as defined in the Regulation (EU) 2017/1129 (together with associated delegated regulations and implementing regulations, the “Prospectus Regulation”), i.e. only to those investors who can receive the offer without an approved prospectus in such EEA Member State.
 
In the United Kingdom, this press release is directed and communicated only to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (as incorporated into domestic law in the United Kingdom) who are (i) persons who fall within the definition of “professional investors” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Regulation”), or (ii) persons covered by Article 49(2)(a) - (d) in the Regulation, or (iii) persons to whom the information may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) above are collectively referred to as “Relevant Persons”). Securities in the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will only be processed in respect of Relevant Persons. Persons who are not Relevant Persons should not act based on or rely on the information contained in this press release.
 
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
 
FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may contain forward-looking statements. Such statements are all statements that are not historical facts and contain expressions such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “continues”, “should” and other similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on additional assumptions. Although Insplorion believes these assumptions were reasonable when made, such forward-looking statements are subject to known and unknown risks, uncertainties, contingencies and other material factors that are difficult or impossible to predict and beyond its control. Such risks, uncertainties, contingencies and material factors could cause actual results to differ materially from those expressed or implied in this communication through the forward-looking statements. The information, perceptions and forward-looking statements contained in press release speak only as at its date, and are subject to change without notice. Insplorion undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or other circumstances, except for when it is required by law or other regulations. Accordingly, investors are cautioned not to place undue reliance on any of these forward-looking statements.