Magnasense resolves on directed issue of units to guarantor in connection with completed rights issue

Magnasense AB (“Magnasense” or the “Company”) has completed the issue of units with preferential rights for the Company's shareholders that was resolved by the Board of Directors on 10 April 2025 with the support of the authorisation from the extraordinary general meeting on 24 February 2025 (the “Rights Issue”). For the guarantee commitment under the bottom guarantee, guarantee compensation of sixteen (16) percent of the guaranteed amount in cash and six (6) percent of the guaranteed amount in newly issued units is paid. In order to fulfil the Company's contractual obligation towards the guarantor, the Board of Directors has, with the support of an authorisation, resolved on a directed issue of 800,000 units to Hunter Capital AB (publ) (the “Compensation Issue”). The subscription price in the Compensation Issue is set at SEK 0.63 per unit, corresponding to SEK 0.014 per share, which corresponds to the subscription price in the Rights Issue. Payment is made through set-off of the guarantor's claim for guarantee compensation, which totals approximately SEK 0.50 million. All units in the Compensation Issue have been subscribed and allotted.

As communicated in connection with the Rights Issue, guarantee compensation of sixteen (16) per cent of the guaranteed amount in cash and six (6) per cent of the guaranteed amount in newly issued units will be paid to Hunter Capital AB (publ) for the guarantee commitment under the bottom guarantee. In view of this, the Board of Directors has today, with the support of authorisation, resolved on the Compensation Issue of approximately SEK 0.50 million, which comprises a total of 800,000 issued units (corresponding to 36,000,000 shares, 36,000,000 warrants of series TO 5 and 28,800,000 warrants of series TO 6). Each unit contains, like the units issued within the framework of the Rights Issue, forty-five (45) shares, forty-five (45) warrants of series TO 5 and thirty-six (36) warrants of series TO 6. The subscription price is set at SEK 0.63 per unit, corresponding to SEK 0.014 per share, which corresponds to the subscription price in the Rights Issue. Payment is made through set-off of the guarantor's claim for guarantee compensation. All units in the Compensation Issue have been subscribed and allotted. The guarantee compensation and the subscription price in the Compensation Issue were determined after arm's length negotiations with guarantors, in consultation with financial advisors and by analysing a number of market factors. In light of this, the Board of Directors considers that the compensation reflects the prevailing market conditions. The reason for the deviation from the shareholders' preferential rights is to fulfil the Company's contractual obligation towards the guarantor. The Board of Directors considers that it is in favour of the Company's financial position to use the possibility to pay the guarantee compensation partly in the form of issued units instead of cash payment only. In summary, it is the Board of Directors' assessment that the subscription price and other terms of the Compensation Issue may be considered to be at market terms.

Shares and share capital
The Compensation Issue, taking into account the new shares from the Rights Issue and the reduction of the share capital, means that the share capital increases by SEK 36,036.00 from
SEK 1,187,021.615780 to SEK 1,223,057.61578 and that the number of shares increases by 36,000,000 shares from 1,185,835,780 shares to 1,221,835,780 shares, which corresponds to a dilution of approximately 2.9 per cent of the total number of shares and votes in the Company after registration of the new shares with the Swedish Companies Registration Office.

If all warrants of series TO 5 and TO 6 issued in the Compensation Issue are exercised, the share capital may increase by a maximum of SEK 64,864.80 and the number of shares may increase by a maximum of 64,800,000 shares. Given the issued shares from the Compensation Issue and upon full exercise of the warrants of series TO 5 and TO 6 issued within the framework of the Compensation Issue, a total dilution of approximately 7.8 per cent will arise.

Counsellors
Eminova Partners Corporate Finance AB has acted as financial advisor and Moll Wendén Advokatbyrå AB has acted as legal advisor in connection with the Rights Issue and the Compensation Issue. Eminova Fondkommission AB has acted as issuing agent.

For further information, please contact:
Marco Witteveen, CEO

E-mail: ir@magnasense.com

The company's Certified Adviser is Eminova Fondkommission AB | adviser@eminova.se

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About Magnasense
Magnasense is a Swedish diagnostics company founded in 2019 to offer tests to monitor and optimize the dosage of biological drugs via its unique patented technology platform. In June 2020, Magnasense was listed on the Nasdaq First North Growth Market. The company's ambition is, in addition to bringing innovative diagnostic technology to the market, to make diagnostics more accessible, easier to use and to provide accurate and easily transferable results. For more information, see Magnasense's website www.magnasense.com.