Hofseth BioCare ASA

Share Issue/Capital Change • Nov 7, 2025

Hofseth BioCare ASA: Terms of the Subsequent Offering

Hofseth BioCare ASA: Terms of the Subsequent Offering

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 the stock exchange announcement by Hofseth Biocare ASA

("HBC" or the "Company") on 27 October 2025 regarding completion of a private

placement (the "Private Placement") of new shares in the Company, and to the

stock exchange announcement on 27 October 2025 regarding key information for a

subsequent offering of up to 16,666,666 new Ordinary Shares in the Company (the

"Offer Shares"), each at the same subscription price per Offer Share as the

subscription price in the Private Placement (the "Subsequent Offering").

The Company's Board of Directors has now resolved to proceed with the Subsequent

Offering, which may raise total gross proceeds of up to approximately NOK 30

million. The shareholders in the Company as of 24 October 2025 (the "Existing

Shareholders"), as registered in the VPS on 28 October 2025 (the "Record Date"),

except (i) shareholders who were offered to apply for Offer Shares in the

Private Placement, and (ii) shareholders who are 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

"Eligible Shareholders"). If not all Offer Shares are subscribed and allocated

(including through over-subscription) following the subscription period for the

Subsequent Offering, any remaining Offer Shares may be subscribed for by

investors in the Private Placement or other investors that the Board deems to be

of strategic importance for the Company ("Secondary Subscribers"), with

allocation at the discretion of the Board. Over-subscription will be permitted.

Subscription without Subscription Rights (as defined below), other than for

Secondary Subscribers, will not be permitted.

Each Eligible Shareholder will be granted 0.1134 non-transferable subscription

rights (the "Subscription Rights") for each existing share in the Company

registered as held by the Eligible Shareholder as of the Record Date, rounded

down to the nearest whole Subscription Right. Each Subscription Right will give

the right to subscribe for, and be allocated, one (1) Offer Share.

The subscription period for the Subsequent Offering will commence on 10 November

2025 at 09:00 (CET) and will end on 20 November 2025 at 16:30 (CET) (the

"Subscription Period").

The Subscription Rights must be used to subscribe for Offer Shares prior to the

expiry of the Subscription Period on 20 November 2025 at 16:30 (CET).

Subscription Rights that are not used to subscribe for Offer Shares before the

expiry of the Subscription Period will have no value and will lapse without

compensation to the holder.

The terms and conditions for the Subsequent Offering will be set out in a

national prospectus be published by the Company in accordance with the rules in

the Norwegian Securities Trading Act chapter 7 (the "Prospectus"). The

Prospectus will be registered with the Norwegian Register of Business

Enterprises and be made available at the websites of the Company

(https://hofsethbiocare.com), prior to the start of the Subscription Period. The

Prospectus is a national prospectus (Nw: nasjonalt prospekt) and neither the

Norwegian Financial Supervisory Authority nor any other public authority has

carried out any form of review, control or approval of the Prospectus. The due

pate for payment for the Offer Shares is expected to be on 26 November 2025. The

Offer Shares will, after registration of the share capital registration

pertaining to the Subsequent Offering, be delivered to the subscribers and

become listed on Euronext Oslo Børs on or about 2 December 2025. The Offer

Shares will have equal rights and rank pari passu with the Company's other

Ordinary Shares.

Completion of the Subsequent Offering is conditional upon; (i) all necessary

corporate resolutions for implementation of the Subsequent Offering being

validly passed, including an extraordinary general meeting of the Company (to be

held on 20 November 2025) resolving to grant the Board authorization to raise

the share capital in connection with the Subsequent Offering, (ii) the minimum

number of Offer Shares (i.e. 1 Offer Share) being subscribed, (iii) payment

being received for all subscribed Offer Shares, and (iv) due registration of the

share capital increase pertaining to the Offer Shares with the Norwegian

Register of Business Enterprises.

Advokatfirmaet CLP DA is acting as legal advisor to the Company in connection

with the Subsequent Offering.

For further information, please contact:

Jon Olav Ødegård, CEO at HBC

Phone: +47 936 32 966

E-mail: joo@hofsethbiocare.no (mailto: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.