Celyad Oncology SA announced a private placement of 18,834,616 common shares at an issue price of ?0.52 per share for gross proceeds of ?9,794,000.32 on August 24, 2023. The transaction will include participation from affiliate of returning investor Fortress Investment Group LLC, new investor Tolefi S.A., and other historical shareholders. On or around September 4, 2023, subject to satisfaction of customary closing conditions, the company will issue 3,930,770 common shares will be issued for gross proceeds of ?2,044,000.4 in its first tranche within the framework of the company?s authorized capital.

Fortress Investment Group LLC will subscribe common shares for gross proceeds of ?756,500, and Tolefi S.A. will subscribe common shares for gross proceeds of ?1,000,000. Post completion of subscriptions and the concurrent subscriptions by other historical shareholders, Fortress Investment Group LLC will hold 29.99% of the company, and Tolefi S.A. will hold approximately 16% of the company. The issue of an additional 14,903,846 new shares for gross proceeds of ?7,749,999.92 is subjects to approval from shareholders of the company in an extraordinary shareholders?

meeting. The returning investor Fortress Investment Group LLC will subscribe for an additional gross proceeds of ?7,749,999.92 in its second tranche subject to approval by the extraordinary shareholders? meeting.

Post this second tranche, Fortress Investment Group LLC is expected to hold approximately 55% of the company?s shares. The transaction is subject to a customary lock-up obligation for 45 days. The company has entered into a subscription agreement with Fortress Investment Group LLC, Tolefi S.A. in the transaction.