Hofseth BioCare ASA

Share Issue/Capital Change • Dec 15, 2025

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

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

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.