• The convertible bond facility with London-based Atlas Capital Markets provides a secured and flexible source of capital to advance all of Targovax's three R&D pillars
• Additional actions are being pursued in parallel to unlock the full potential of Targovax's emerging circRNA platform

Oslo, Norway, 16 February 2023 - Targovax ASA (OSE: TRVX), a clinical-stage immuno-oncology company developing immune activators to target solid tumors, today announces that it has agreed the terms and conditions for a convertible bond facility with Atlas Special Opportunities ("Atlas") which will secure financing of up to gross NOK 300 million over three years. The agreement will be subject to approval by an extraordinary general meeting (EGM) of Targovax to be held in March 2023.

• Dosing the first patients in the ONCOS-102 phase 2 trial in PD-1 resistant melanoma at prestigious cancer centers in the USA and Europe
• Generation of in vivo proof-of-concept data in multiple settings for Targovax's unique circRNA program, an area of rapidly growing interest among big pharma and biotech
• Supporting two clinical trials with the enhanced mutant RAS vaccine TG01 led by major academic centers in Norway and the USA

"This convertible bond financing from Atlas will provide secured access to significant capital to drive our portfolio of innovative R&D programs forward over the next three years. In a challenging funding climate for the global life sciences sector, the flexible structure allows us to control the amount and timing of financing, enabling us to generate data and build shareholder value as we progress. We evaluated a range of financing alternatives and credit facility solutions, and selected Atlas as a creative and experienced partner, committed to helping us achieve our goals. In parallel we are pursuing additional strategic opportunities to fully unlock the value and potential of our circRNA platform, which we are rapidly advancing at the Karolinska Institute in Stockholm" said Erik Digman Wiklund, CEO of Targovax.

"We have selected to partner with Targovax as we have recognized the strong potential of its lead clinical candidate ONCOS-102, complemented by the cutting edge circRNA pipeline program where we see significant future platform potential. Atlas has a long track record of supporting European biotech companies with innovative financing solutions during periods of high capital need. Our aim is to be a reliable long-term supporter for our biotech partners to deliver important scientific progress, and we always seek to align our interests with the development needs of the company, as well as the interests of existing shareholders" said Mustapha Raddi, Founder, Managing Partner of Atlas Capital Markets.

The financing will be made available to Targovax through an initial tranche of bonds in the total nominal value of NOK 37.5m upon EGM approval of the agreement, followed by a second tranche of NOK 30m and subsequent tranches of NOK 25m up to the total nominal value of NOK 300m, with at least three months between tranches. Targovax has full control over when and how many tranches are called upon over the 3-year agreement period, thereby ensuring flexible and predictable access to capital as required.

The convertible bonds will be issued at 92 percent of nominal value and thereby provide Targovax with a total of up to NOK 276 million in net capital. The bonds will not carry any interest and can be converted into shares at the discretion of Atlas, at a price determined as 100 percent of the average volume weighted share price (VWAP) of three of the last 15 trading days preceding the bond conversion request by Atlas. After conversion, Atlas may sell the Targovax shares in the market subject to certain pre-defined restrictions. Targovax retains the right to repurchase unconverted bonds at any time at 110 percent of nominal value.

Targovax will provide further information about the convertible bond financing in the company's Q4 presentation on 16 February 2023, and welcome questions in the Q&A-session of the presentation. An EGM notice will be issued in due time with detailed information about the agreement, financial structure and commercial terms.

Atlas Capital Markets ("ACM") is an investment fund based in London, founded in 2012 by Mustapha Raddi. In 2016 Atlas Capital Markets created joint venture investment vehicles Atlas Special Opportunities LLC ("ASO") and Arena Structured Private Investment ("ASPI") with Arena Investors LP, a credit specialist asset manager based out of New York with $4 billion under management. Since 2022 ACM has signed a co-investment agreement with the international investment bank Macquarie IM. 

ACM's management has decades of experience and has executed more than 80 transactions across the world successfully.

Contact information, Atlas Capital Markets
sam@atlascapitalm.com (sam@atlascapitalm.com)
www.atlascapitalmarkets.com