Lifecare ASA: Approval and publication of prospectus

04 Oct 2024 11:42 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

Reference is made to the stock exchange announcement made by Lifecare ASA (the
"Company") on 2 October 2024, announcing the key terms of the retail offering
(the "Offering") of up to 1,000,000 new shares to the public in Norway, Sweden
and Denmark, on the terms and conditions to be set out in a prospectus (the
"Prospectus") to be published by the Company in connection with the Offering
and the listing of the Company's shares on Oslo Børs, alternatively Euronext
Expand (the "Listing").

The Prospectus was approved by the Norwegian Financial Supervisory Authority
on 3 October 2024 and thereafter passported to Sweden and Denmark. The
Prospectus is published today, 4 October 2024, and will, subject to regulatory
restrictions in certain jurisdictions, be available at www.lifecare.no
(http://www.lifecare.no/) and
https://www.carnegie.no/ongoing-prospectuses-and-offerings/.

Advisors

Carnegie AS is acting as manager in connection with the Offering and Listing
(the "Manager"). Nordnet Bank AB is acting as placing agent in the Offering.
Advokatfirmaet Schjødt AS is acting as Norwegian legal counsel to the Company.

About Lifecare:

Lifecare is a clinical stage medical sensor company developing technology for
sensing and monitoring of various body analytes. Lifecare's main focus is to
bring the next generation of Continuous Glucose Monitoring ("CGM") systems to
market. Lifecare enables osmotic pressure as sensing principle, combined with
the ability to manipulate Nano-granular Tunnelling Resistive sensors ("NTR")
on the sensor body for read-out of pressure variations. Lifecare's sensor
technology is referred to as "Sencell" and is suitable for identifying and
monitoring the occurrence of a wide range of analytes and molecules in the
human body and in pets.

Contacts
For further information, please contact:

* Joacim Holter, CEO, joacim.holter@lifecare.no, +47 40 05 90 40
* Renete Kaarvik, CFO, renete.kaarvik@lifecare.no, +47 94 83 82 42

Important information

This announcement is not an offer to sell or a solicitation of any offer to
buy any securities of the Company. The information contained in this
announcement is for information purposes only and does not purport to be full
or complete. No reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.

Copies of this announcement are not being made and may not be distributed or
sent into any other jurisdiction than Norway, Sweden and Denmark, including
but not limited to the United States of America, Australia, Canada.

Any offering of the securities referred to in this announcement will be made
by means of a prospectus. This announcement is not a prospectus for the
purposes of Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market, and
repealing Directive 2003/71/EC (together with any related implementing and
delegated regulations, the "Prospectus Regulation"). Investors should not
invest in any securities referred to in this announcement except on the basis
of information contained in the aforementioned prospectus.

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 exemption from the registration requirements of the
Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any offering in the United States or
to conduct a public offering of securities in the United States.

Copies of this announcement are not being, and should not be, distributed in
or sent into the United States (including its territories and possessions, any
State of the United States and the District of Columbia), Australia, Canada or
Japan. The securities described herein have also not been and will not be
registered under the applicable securities laws of the United States,
Australia, Canada or Japan and, subject to certain exemptions, may not be
offered or sold in or into or for the account or benefit of any person having
a registered address in, or located or resident in the United States,
Australia, Canada or Japan. There will be no public offering of the securities
described herein in the United States, Australia, Canada or Japan.

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", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its
control. 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
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without
notice. Neither the Company nor the Manager undertake any obligation to
review, update, confirm or 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 communication.

The Manager is acting exclusively for the Company and no one else in
connection with the Offering. It will not regard any other person as its
clients in relation to the planned Offering and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in relation to the offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.

Neither the Manager nor any of its directors, officers, employees, advisers or
agents accept any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this release (or whether any information
has been omitted from the release) or any other information relating to the
Company, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available, or for any loss howsoever arising
from any use of this release or its contents or otherwise arising in
connection therewith.

This information is subject to disclosure under the Norwegian Securities
Trading Act, §5-12. The information was submitted for publication at
2024-10-04 11:42 CEST.

More information:
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629047_Lifecare ASA- Approval and publication of prospectus.pdf