If all Warrants are exercised, the Company will receive approximately SEK 10.3 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than on 21 March 2025 or sell the warrants no later than on 19 March 2025. Please observe that certain nominees might close their application earlier than on 21 March 2025.

Complete terms and conditions for the Warrants and the prospectus, approved by the Swedish Financial Supervisory Authority and published by the Company on 30 January 2024, is available at the Company's webpage, www.metacon.com/prospectuses. The prospectus is also available on the Swedish Financial Supervisory Authority’s webpage, www.fi.se.

Summarized terms for the Warrants:

Subscription period: 7 – 21 March 2025.
Last day of trading in the Warrants: 19 March 2025.
Issue volume: 114,948,274 Warrants, which entitle to subscription of 114,948,274 shares. If all Warrants are exercised, the Company will receive approximately SEK 10.3 million before issuing costs.
Exercise price: SEK 0.09 per share.
Dilution: Upon full exercise of the Warrants, the number of shares increase by 114,948,274 shares, from 1,237,430,625 to 1,352,378,899 and the share capital increase by SEK 1,149,482.74, from SEK 12,374,306.25 to SEK 13,523,788.99. In the event that all Warrants are exercised, the dilution amounts to approximately 8.5 percent of the number of shares and votes in the Company.
Please note that the Warrants that are not exercised no later than on 21 March 2025, or not sold no later than on 19 March 2025, will expire without value. For the Warrants not to lose their value, the holder must actively subscribe for new shares or sell the Warrants.

Subscription intentions and guarantee commitments

Some of the Board members and executives in the Company, holding Warrants, have announced their intentions to exercise 2,843,238 Warrants for subscription of shares, corresponding to approximately 2.5 percent of the outstanding Warrants. Furthermore, the Company has entered into guarantee commitments with the existing shareholders CapMate Aktiebolag, Mats Nilsson, Pensys AB, and Tommy Ure in order to secure full subscription of the Warrants. Given the large number of warrant holders, the board of directors recognizes a risk that subscriptions may not reach the full level. To mitigate this risk, securing a guarantee is deemed a prudent measure to ensure that the total proceeds under the warrant program are successfully raised. The guarantors have entered into guarantee commitments amounting to approximately 97.5 percent of the outstanding Warrants. The guarantee commitments are intended to be utilized for the proportion of the Warrants which are not exercised to subscribe for new shares. Thus, the Warrants are fully covered by subscription intentions and guarantee commitments. Neither the subscription intentions nor the guarantee commitments are secured by way of a first priority transaction, bank guarantee, pledge or similar arrangements.

No compensation is paid for received subscription intentions. For the guarantee commitments, a guarantee compensation of ten (10) percent of the guaranteed amount is paid in the form of newly issued shares in the Company (the "Compensation Shares"). The subscription price for the Compensation Shares shall correspond to the exercise price for the Warrants, i.e., SEK 0.09, which will be paid through set-off of the guarantee compensation.

Subscription of shares under the guarantee commitments will in practice be made through subscription in a directed share issue, resolved by the board of directors with the support of the authorisation granted by the extraordinary general meeting held on 15 November 2024, after the exercise period for the Warrants has ended (the “Share Issue”). Subscription in the Share Issue will be made at the same subscription price as for the Warrants, i.e. SEK 0.09 per share. The investors who have entered into guarantee commitments are not guaranteed allotment in the Share Issue.

The board of directors makes the assessment that it is currently for several reasons advantageous for Metacon and the shareholders to raise capital by ensuring the exercise of the Warrants and to carry out the Share Issue. The size of the Share Issue is dependent on the Warrant holders exercise of Warrants. Warrant holders are free to exercise Warrants and thereby limit the size of the Share Issue. The Company further assesses that ensuring the exercise of the Warrants and carrying out the Share Issue can be done at a low cost and with less complexity than other forms of capital raising. In light of this, the board of directors' overall assessment is that the reasons for ensuring the exercise of the Warrants and to carry out the Share Issue with deviation from the shareholders' preferential rights clearly and with sufficient strength outweigh the reasons that justify the main rule that new issues shall be carried out with the shareholders preferential rights.

The subscription price in the Share Issue has been determined in accordance with the terms and conditions for, and corresponds to the exercise price of, the Warrants. Therefore, the board of directors of the Company considers that the subscription price has been determined on market terms and correctly reflects current market conditions and demand.

In the event that not all Warrants are exercised for subscription of new shares, the board of directors intends to resolve on the Share Issue on or around 25 March 2025, i.e., after the outcome of the exercise of the Warrants has been announced. Through the Share Issue, the share capital may increase by a maximum of approximately SEK 1,149,482.74 through the issuance of a maximum of 114,948,274 new shares (based on a scenario where no Warrants are exercised). Through the issuance of the Compensation Shares, the Company's share capital can increase by a maximum of SEK 112,105.03, through the issuance of 11,210,503 new shares.

How warrants are exercised

Nominee-registered warrants (Custody account):

Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.

Direct-registered warrants (Securities account):

No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.

The application form including instructions for payment will be available at the Company’s webpage, www.metacon.com/prospectuses, and on Nordic Issuing’s webpage, www.nordic-issuing.se.

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