Regulatory press release

XMReality announces the outcome in the rights issue

THIS PRESS RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR TO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, UNITED KINGDOM, SOUTH AFRICA, RUSSIA, BELARUS, UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE SUCH ACTION IS IN WHOLE OR IN PART SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE SECURITIES IN XMREALITY AB. SEE THE “IMPORTANT INFORMATION” SECTION AT THE END OF THIS PRESS RELEASE.

XMReality AB (publ) ("XMReality" or the "Company") today announces the outcome in the rights issue of shares which was announced on June 28, 2024 (the “Rights Issue”). 379,499,808 shares, corresponding to approximately 51.6 percent of the Rights Issue, were subscribed for with and without the exercise of subscription rights. 134,941,054 shares, corresponding to approximately 18.4 percent of the Rights Issue, are subscribed for by underwriters. Through the Rights Issue the Company receives approximately SEK 25.7 million before issuing costs.

”It is very gratifying to have secured the capital that XMReality needs to continue its journey towards becoming cash flow positive. We thank all existing and new shareholders who supported us.”, says Andreas Jonsson, CEO XMReality.

The subscription period of the Rights Issue ended on August 20, 2024, and the outcome shows that 239,127,707 shares, corresponding to approximately SEK 12.0 million or approximately 32.5 percent of the Rights Issue, were subscribed for through the exercise of subscription rights. An additional 140,372,101 shares were subscribed for without the exercise of subscription rights, corresponding to approximately SEK 7.0 million or approximately 19.1 percent of the Rights Issue. In total, shares were subscribed for with and without the exercise of subscription rights corresponding to approximately SEK 19.0 million or approximately 51.6 percent of the Rights Issue. The Rights Issue was covered by subscription commitments and underwritings undertakings corresponding to approximately 70 percent. Thus, 134,941,054 shares, corresponding to approximately SEK 6.7 million and approximately 18.4 percent of the Rights Issue, are subscribed for by underwriters. Through the Rights Issue the Company receives approximately SEK 25.7 million before issuing costs.

Shares subscribed for without the exercise of subscription rights will be allocated according to the principles set out in the Prospectus published by the Company on August 2, 2024. Notification of allocation of shares subscribed for without the support of subscription rights will be sent shortly to those who have been allocated shares through a settlement note. Shareholders registered with a nominee will be notified of their allocation in accordance with the nominee’s procedures. Alloted shares must be paid in accordance with the instructions on the settlement note.

Share capital and number of shares
Through the Rights Issue, the share capital in the Company increases by SEK 5,144,408.62, from SEK 1,049,879.31 to SEK6,194,287.93, through the issuance of 514,440,862 shares. The number of shares thus increases from 104,987,931 to 619,428,793 shares. The dilution amounts to 83.1 percent.

Trading in BTA
Trading in paid subscribed shares (“BTA”) will be conducted on Nasdaq First North Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office, which is expected to take place around August 29, 2024.

Compensation for underwriting undertakings
Approximately 30 percent of the Rights Issue was covered by underwriting undertakings. Guarantee compensation is paid with 13 percent of the guaranteed amounts in cash or 16 percent in shares.

Compensation to underwriters who choose to receive underwriting compensation in the form of shares in the Company, will be paid in the form of a directed set-off issue. The subscription price for shares issued as underwriting compensation is set at SEK 0.05 per share, which corresponds to the subscription price in the completed Rights Issue.

A possible resolution on a directed set-off issue to the underwriters will be announced through a separate press release.

Advisors
XMReality Group has engaged Penser by Carnegie, Carnegie Investment Bank AB (publ), and Ramberg Advokater KB as financial and legal advisors in connection with the Rights Issue.

About XMReality
XMReality AB (publ) develops and sells solutions that revolutionize knowledge transfer through so-called Augmented Reality (AR). The company is a market leader in remote guidance where you guide a person on site via AR to solve problems or prevent them from occurring. The product is used globally in more than 60 countries. Nestlé, Electrolux, Sidel and Heineken are examples of the more than 150 customers. XMReality is based in Linköping and in the U.S. and is listed on the Nasdaq First North Growth Market (ticker: XMR). For more information, visit: www.xmreality.com

Important Information
Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law. Recipients of this press release in the jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in XMReality in any jurisdiction, not from XMReality or from any other person.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. XMReality has not authorized any offer to the public of shares or rights in any other jurisdiction than in Sweden. An offer to the investors to subscribe for shares in XMReality will only be made through the Prospectus. Any investment decision should, in order for an investor to fully understand the potential risks and benefits associated with the decision to participate in the Rights Issue, be made solely based on the information in the Prospectus. An investor is therefore advised to read the entire Prospectus.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hongkong, Japan, Canada, New Zealand, Switzerland, Singapore, United Kingdom, South Africa, Russia, Belarus, the United States or any other jurisdiction in which such publication, distribution or release would be contravening to any applicable rules or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

Forward-looking statements
This press release may contain forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or stock market regulations.