NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANOTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to previous announcements by Hofseth BioCare ASA (the
"Company") regarding a subsequent offering with gross proceeds of up to approx.
NOK 30,000,000 through issuance of up to 16,666,666 new ordinary shares (the
"Offer Shares") at a subscription price of NOK 1.80 per share (the "Subsequent
Offering").
The Subsequent Offering was directed towards the shareholders of the Company as
of 24 October 2025 (as registered in the VPS on 28 October 2025), except: (i)
shareholders who were offered or allocated shares in the private placement
announced as placed on 27 October 2025 (the "Private Placement"), and (ii)
shareholders who are resident in a jurisdiction where such offering would be
unlawful or, for jurisdictions other than Norway, would require any prospectus,
filing, registration or similar action (the "Eligible Shareholders"). Provided
that the Eligible Shareholders did not subscribe for all available Offer Shares,
any remaining Offer Shares may be subscribed for by investors in the Private
Placement or other investors that the Company's board of directors (the "Board")
deems to be of strategic importance for the Company ("Secondary Subscribers"),
with allocation to such Secondary Subscribers at the discretion of the Board.
The application period in the Subsequent Offering ended on 20 November 2025 at
16.30 CET. At the end of the application period, the Company had received
applications for 1,215,560 Offer Shares.
The Board has now allocated shares in the Subsequent Offering, which implies
that the Company shall issue 1,215,560 Offer Shares. The Board has allocated
1,215,560 Offer Shares, of which all to Eligible Shareholders. Allocation
letters, detailing the number of Offer Shares allocated and the corresponding
subscription amount to be paid, will be distributed to the subscribers shortly.
In order to issue Offer Shares to the subscribers, a general meeting of the
Company (held on 20 November 2025) granted the Board an authorization to
increase the Company's share capital with up to NOK 166,666.66. This
authorization has not yet been registered with the Norwegian Register of
Business Enterprises, and the Board will therefore re-convene at a later time to
resolve the share capital increase in connection with the Subsequent Offering.
Completion of the Subsequent Offering is subject to; (i) the Board authorization
to raise the share capital in connection with the Subsequent Offering being
validly registered in the Norwegian Register of Business Enterprises and the
Board validly resolving to increase the share capital in connection with the
Subsequent Offering, (ii) payment being received for all subscribed Offer
Shares, and (iii) due registration of the share capital increase pertaining to
the Subsequent Offering with the Norwegian Register of Business Enterprises.
Advokatfirmaet CLP DA is acting as legal advisor to the Company.
For further information, please contact:
Jon Olav Ødegård, CEO at HBC
Phone: +47 936 32 966
E-mail: joo@hofsethbiocare.no
Important information
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. The securities referred to in this announcement
have not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and accordingly may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company do not intend to register any
part of the Offering in the United States or to conduct a public offering of
securities in the United States. Any sale in the United States of the securities
mentioned in this announcement will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State. This communication is only being
distributed to and is only directed at persons in the United Kingdom that are
(i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth entities, and other persons to whom this
announcement may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant
persons").
This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investments activity to which this
communication relates is available only for relevant persons and will be engaged
in only with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. The Company does not assume any responsibility in the event there
is a violation by any person of such restrictions. The distribution of this
release may in certain jurisdictions be restricted by law. Persons into whose
possession this release comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Such assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict. 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 make any guarantee that the assumptions
underlying any forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on any forward-looking statements in this announcement. The
information, opinions and forward-looking statements contained in this
announcement 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
announcement.
This announcement is made by and, and is the responsibility of, the Company.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. The distribution of
this announcement and other information may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement is an advertisement and is not a
prospectus for the purposes of the Prospectus Regulation as implemented in any
Member State.