Hofseth BioCare ASA: Cancellation of Subsequent Offering - Update on completion of Private Placement

15 Dec 2025 10:04 CET

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"), including the announcement on 21 November 2025 regarding the results
of the Subsequent Offering, i.e. that the Company allocated 1,215,560 Offer
Shares for gross proceeds of approximately NOK 2.2 million. Reference is
furthermore made to the Company's stock exchange announcement on 27 October
2025 regarding the successful placing of new ordinary shares in the Company for
gross proceeds of approximately NOK 158 million (the "Private Placement").

The Company is currently awaiting receipt of all share deposits in the Private
Placement and has thus not been able to complete it yet, by registration of the
pertaining share capital increase with the Norwegian Register of Business
Enterprises. The Private Placement is expected to be completed shortly, as soon
as all share deposits have been received and the pertaining share capital
increase has been duly registered.

Given this delay in the completion of the Private Placement, the Company's Board
of Directors has currently not deemed it justifiable to complete the Subsequent
Offering. Taking into account the current share price level of the ordinary
shares of the Company and this delay in awaiting receipt of all share deposits,
the Company's Board of Directors has now resolved to cancel the Subsequent
Offering. As a result of this, all subscription amounts for Offer Shares in the
Subsequent Offering will be refunded to the subscribers. However, subscribers
that wish to maintain their subscription for Offer Shares in the Subsequent
Offering, may do so by contacting the Company at investor@hofsethbiocare.no
(mailto:investor@hofsethbiocare.no) within 16.30 (CET) on 18 December 2025.
Subscribers that do not take any action to maintain their subscription, will
have their subscription cancelled by 18 December 2025.

The Company will revert with further information on completion of the Private
Placement in due course.

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.

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