Thor Medical ASA: Contemplated private placement and retail offer via PrimaryBid

11 Dec 2024 16:30 CET

Oslo, 11 December 2024: Thor Medical ASA (the "Company") has engaged Carnegie AS
as sole bookrunner (the "Manager") to advise on and effect a contemplated
private placement of new shares for approximately NOK 150 million directed
towards Norwegian and international investors after the close of trading on
Euronext Oslo Børs today (the “Private Placement”). The Company is also
contemplating to effect a retail offering in Norway, Denmark and Finland and
Sweden of new shares up to the NOK equivalent of EUR 2.5 million via the
PrimaryBid platform (the “PrimaryBid Offering”) (together with the new shares in
the contemplated private placement, the “Offer Shares”).

The Offer Shares will be offered at a fixed subscription price of NOK 2.50 (the
“Offer Price”).

The Private Placement will be settled in two tranches, one tranche with up to
approximately 35 million Offer Shares based on the existing Board authorisation
to issue shares granted by the general meeting of the Company on 11 April 2024
(the "Board Authorisation") (“Tranche 1”) and a second tranche conditional on
approval by the general meeting of the Company with a number of Offer Shares
which results in a total transaction (i.e., both tranches) that equals the final
offer size (“Tranche 2”).

The PrimaryBid Offering will consist of one tranche and the issuance of the
Offer Shares in the PrimaryBid Offering will be based on the Board
Authorization. Subscriptions for Offer Shares in the PrimaryBid Offering are
exclusively made in Norway, Denmark, Finland and in Sweden through the
facilities of Nordnet Bank AB, which is PrimaryBid's partner in these
geographies.

The net proceeds from the Private Placement and the PrimaryBid Offering will be
used to towards financing the equity portion of AlphaOne, the Company’s first
commercial-scale plant for production of high-quality radioisotopes for cancer
treatment, as well as supporting working capital needs and other corporate
purposes. Provided successful completion of the transaction and execution of
indicative offers for loan and working capital financing, the AlphaOne plant
will be fully funded through commissioning and production ramp-up to supply
radioisotopes under existing- and future sales agreements, securing the Company
cash-positive operations. A final investment decision (“FID”) for AlphaOne is
planned for the end of the first quarter 2025, upon completion of ongoing
procurement and engineering work.

The Manager has received pre-commitments to subscribe in the Private Placement
from
• Scatec Innovation AS, represented on the board by John Andersen, NOK 30
million,
• Jasper Kurth (CEO), NOK 1 million,
• Brede Ellingsæter (CFO), NOK 1 million,
• Sindre Hassfjell (CTO), NOK 0.2 million,
• Alf Bjørseth (Co-Founder and SVP Business Development), NOK 1 million
• Ludvik Sandnes (CoB), NOK 0.35 million, and
• Kistefos AS, NOK 25 million, (together the “Pre-committing Investors”)
In addition the Manager have received indications that together with the
pre-commitments cover the full deal size.

Bookbuilding and application period

The bookbuilding period for the Private Placement will commence today, 11
December 2024 at 16:30 (CET) and will close on 12 December 2024 at 08:00 (CET).
The application period for the PrimaryBid Offering will commence today, 11
December 2024 at 16:30 hours (CET) and run until 21:00 hours (CET) on 11
December 2024.

The Company reserves the right to shorten, close or extend the bookbuilding and
the application period at any time at its sole discretion, without notice, or to
cancel the Private Placement and/or the PrimaryBid Offering in its entirety. If
the Application Period is shortened or extended, any other dates referred to
herein may be amended accordingly.

The Private Placement is directed towards institutional investors and other
professional investors outside the United States of America (the "U.S." or the
"United States"), subject to applicable exemptions from applicable prospectus
and registration requirements, and (b) qualified institutional buyers ("QIBs")
in the United States as defined in, and in reliance on, Rule 144A ("Rule 144A")
or another available exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act").

In the Private Placement, the minimum application and allocation amount have
been set to the NOK equivalent of EUR 100,000. The Company may, however, at its
sole discretion, allocate shares corresponding to an amount below EUR 100,000 to
the extent applicable exemptions from the prospectus requirement pursuant to
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 as implemented in Norway in accordance with Section 7-1 of the Norwegian
Securities Trading Act and other applicable regulations are available.

The PrimaryBid Offering comprise a retail offer of up to EUR 2.5 million to the
public in Norway and Sweden, in each case subject to an exemption being
available from prospectus requirements and any other filing or registration
requirements in the applicable jurisdictions and subject to other selling
restrictions. In the PrimaryBid Offering, the maximum allocation amount to
Norwegian investors is the NOK equivalent to EUR 1 million and the maximum
allocation amount to Finnish investors is the NOK equivalent to EUR 1 million.
The PrimaryBid Offering is incidental to the Private Placement and will in any
case not be carried out if the Private Placement does not occur. The Private
Placement is not conditional on the PrimaryBid Offering.

Applications in the PrimaryBid Offering can be made through the website of
Nordnet Bank AB from commencement of the application period for the Retail
Offering and must be made before the end of the application period for the
PrimaryBid Offering.

Allocation and settlement

Allocations of Offer Shares will be made at the sole discretion of the Board
after consultation with the Manager. Allocation will be based on criteria such
as (but not limited to), existing ownership in the Company, timelines of the
application, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon.

Allocations of Offer Shares in the Private Placement to investors are expected
to be split between Tranche 1 and Tranche 2 on a pro rata basis between the
investors, however with preferential right to receive shares in Tranche 1 for
all other investors than the pre-committing investors. Completion of Tranche 2
will be subject to approval by an extraordinary general meeting of the Company
expected to be held on or about 3 January 2025 (the "GM").

Allocations and issuance of the Offer Shares in the PrimaryBid Offering will be
settled by the Board Authorization.

The date for settlement of Tranche 1 of the Private Placement and the PrimaryBid
Offering is expected to be on or about 16 December 2024 (T+2) and the date for
settlement of Tranche 2 of the Private Placement is expected to be on or about 7
January 2025 (T+2), following approval of Tranche 2 of the Private Placement by
the GM of the Company, expected to be held on or about 3 January 2025. The
settlement dates for both tranches and the PrimaryBid Offering are subject to
(i) any shortening or extensions of the Application Period and (ii) delivery to
the Manager of Borrowed Shares (as defined below) under a share lending
agreement entered into between the Manager and Scatec Innovation AS (the "Share
Lending Agreement").

Delivery-versus-payment ("DVP") settlement for both the PrimaryBid Offering,
Tranche 1 and Tranche 2 will be facilitated with existing and unencumbered
shares in the Company that are already admitted to trading on Euronext Oslo Børs
pursuant to the Share Lending Agreement. Under the Share Lending Arrangement,
Carnegie AS, on behalf of the Manager, will borrow up to a number of shares from
Scatec Innovation AS equal to the number of Offer Shares allocated in the
Private Placement (the “Borrowed Shares”) to facilitate settlement on DVP basis
to investors in the Private Placement. The share lending will be settled with
new shares in the Company to be issued (i) by the Board pursuant to the Board
Authorisation, and (ii) by the GM resolving to issue a number of Offer Shares
equal to the remaining number of Borrowed Shares borrowed from Scatec Innovation
AS.

Conditions of completion

Completion of the Private Placement is subject to (i) all necessary corporate
resolutions required to implement the Private Placement, including the Board
resolving to proceed with the Private Placement, allocate the Offer Shares and
issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, and
(ii) the Share Lending Agreement entered into between the Manager and Scatec
Innovation AS being validly entered into and remaining unmodified and in full
force and effect. In addition, the completion of Tranche 2 of the Private
Placement is conditional on the GM resolving to issue the Tranche 2 shares, the
share capital increase pertaining to the issuance of the Offer Shares in Tranche
2 being validly registered with the Norwegian Registry of Business Enterprises
and the Offer Shares in Tranche 2 to be registered in the VPS. Completion of
Tranche 1 is not conditional upon completion of Tranche 2. The settlement of
Offer Shares under Tranche 1 will remain final and binding and cannot be
revoked, cancelled or terminated if Tranche 2 is not completed.

Completion of the PrimaryBid Offering is subject to (i) all necessary corporate
resolutions required to implement the PrimaryBid Offering, including the Board
resolving to proceed with the PrimaryBid Offering, allocate the Offer Shares and
issue the Offer Shares in the PrimaryBid Offering pursuant to the Board
Authorization, and (ii) the Share Lending Agreement entered into between the
Manager and Scatec Innovation AS being validly entered into and remaining
unmodified and in full force and effect.

The Company will announce the number of Offer Shares to be issued and allocated
in the Private Placement and the PrimaryBid Offering through a stock exchange
notice expected to be published before opening of the trading on Euronext Oslo
Børs on 12 December 2024. The Company, in consultation with the Manager,
reserves the right, at any time and for any reason, to cancel, and/or modify the
terms of, the Private Placement prior to notification of allocation of Offer
Shares. Neither the Company nor the Manager, or any of their respective
directors, officers, employees, representatives or advisors, will be liable for
any losses if the PrimaryBid Offering and/or the Private Placement as a whole
(including Tranche 1), or just Tranche 2, is cancelled and/or modified,
irrespective of the reason for such cancellation of modification.

The Company will publish a prospectus for the listing of the Tranche 2 Offer
Shares to be redelivered to the Share Lenders, subject to approval by the GM, as
well as the offer and listing of new shares in connection with the Subsequent
Offering (as defined herein and if applicable) (the "Prospectus"). Publication
of the Prospectus is subject to approval of the Prospectus by the Norwegian
Financial Supervisory Authority, expected during January 2024. If the Prospectus
is not approved before the GM, the Tranche 2 Offer Shares will be issued under a
separate ISIN and will only be tradable on Euronext Oslo Børs after the
Prospectus has been published.

Equal treatment considerations and potential subsequent repair offering

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Public Limited Companies Act, the Norwegian Securities Trading
Act, the rules on equal treatment under Oslo Rule Book II for companies listed
on Euronext Oslo Børs and the Oslo Stock Exchange's Guidelines on the rule of
equal treatment. The Board is of the view that it will be in the common interest
of the Company and its shareholders to raise equity through a private placement,
in particular because the Private Placement enables the Company to secure equity
financing to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue.

On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.

The Company may, subject to completion of the Private Placement and depending on
the participation of retail investors in the PrimaryBid Offering, consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). If carried out, the size and structure of the Subsequent Offering
shall be in line with market practice and taking into account the amount
allocated to the PrimaryBid Offering. Any Subsequent Offering will be directed
towards existing shareholders in the Company as of 11 December 2024 (as
registered in the VPS two trading days thereafter), who (i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated Offer
shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or, would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved.

Advisors

Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical ASA.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Brede Ellingsæter, CFO of Thor Medical
ASA, at the time and date stated above in this announcement.

Contacts

Brede Ellingsæter, CFO, Thor Medical ASA, +47 472 38 440,
brede.ellingseter@thormedical.com

ABOUT THOR MEDICAL ASA

Thor Medical is an emerging supplier of radionuclides, primarily alpha particle
emitters, from naturally occurring thorium. Its proprietary production process
requires no irradiation or use of nuclear reactors, and provides reliable,
environmentally friendly, cost-efficient supply of alpha-emitters for the
radiopharmaceutical industry. Thor Medical is headquartered in Oslo, Norway and
listed on the Oslo Stock Exchange under the ticker symbol 'TRMED'.

To learn more, visit www.thormedical.no - https://www.thormedical.no.

Important notice

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 does 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.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.

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
investment 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. Neither the Company nor the Manager 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. Although the Company believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 the 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 the 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.

Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility or liability for the contents of this announcement or any matters
referred to herein.

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. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

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.

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