Lifecare ASA

Prospectus • May 29, 2024

Lifecare ASA: Registration of national prospectus for the preferential Rights Issue

Lifecare ASA: Registration of national prospectus for the preferential Rights Issue

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED

STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE

PEOPLE'S REPUBLIC OF CHINA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Reference is made to the previous stock exchange announcements published by

Lifecare ASA ("Lifecare" or the "Company") regarding the partially

underwritten rights issue of between 49,199,128 and 59,038,955 new shares in

the Company (the "Offer Shares") at a subscription price of NOK 1.52442 per

Offer Share, raising gross proceeds between NOK 75 million and NOK 90 million

(the "Rights Issue"). Subscribers in the Rights Issue will be allocated one

warrant for every two Offer Shares allocated to, and paid by, them in the

Rights Issue (the "Warrants"). The Company will issue between 24,599,564 and

29,519,478 Warrants.

The Company has prepared a national prospectus (the "Prospectus") for the

Rights Issue, which was registered with the Norwegian Register of Business

(Norwegian: Foretaksregisteret) today, in accordance with section 7-8 of the

Norwegian Securities Trading Act. Neither the Norwegian Financial Supervisory

Authority (Norwegian: Finanstilsynet) nor any other public authority has

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

Prospectus does not constitute an EEA prospectus.

Subject to local applicable securities laws, the Prospectus will be made

available from the website of the Company

(https://lifecare.no/preferential-rights-issue/) and at the website of

Carnegie AS (www.carnegie.no/ongoing-prospectuses-and-offerings/) prior to the

commencement of the subscription period in the Rights Issue. The subscription

period for the Rights Issue will commence on 30 May 2024 at 09:00 hours (CEST)

and expire on 13 June 2024 at 16:30 hours (CEST).

Carnegie AS is acting as manager for the Rights Issue (the "Manager").

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.

For more information, please contact:

Joacim Holter, CEO, Lifecare AS, joacim.holter@lifecare.no, +47 40 05 90 40

Renete Kaarvik, CFO, renete.kaarvik@lifecare.no, +47 94 83 82 42

For information about the Rights Issue, please contact the Manager: +47 22 00

93 60

Disclosure regulation:

This information is published in accordance with the requirements of the

Continuing Obligations for companies listed on Euronext Growth Oslo.

Important information:

Any offering of the securities referred to in this announcement will be made

by means of the Prospectus which has been registered with the Norwegian

Register of Business Enterprises. Neither the Financial Supervisory Authority

of Norway nor any other public authority has carried out any form of review,

control, or approval of the Prospectus. The Prospectus does not constitute an

EEA prospectus.

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 on prospectuses to be published when securities are offered to

the public or admitted to trading on a regulated market, and repealing

Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the

"Prospectus Regulation"). Investors should not subscribe for any securities

referred to in this announcement except on the basis of information contained

in the Prospectus. Copies of the Prospectus will, following publication, be

available from the Company's registered office and, subject to certain

exceptions, on the website of the Manager.

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.

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are 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) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred

to as "Relevant Persons"). These materials are directed only at Relevant

Persons and must not be acted on or relied on by persons who are not Relevant

Persons. Any investment or investment activity to which this announcement

relates is available only to 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.

This document is not for publication or distribution in, directly or

indirectly, Australia, Canada, Japan, the United States or any other

jurisdiction in which such release, publication or distribution would be

unlawful, and it does not constitute an offer or invitation to subscribe for

or purchase any securities in such countries or in any other jurisdiction. In

particular, the document and the information contained herein should not be

distributed or otherwise transmitted into the United States or to publications

with a general circulation in the United States of America.

The Manager is acting for the Company in connection with the Rights Issue and

no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to its clients or for providing advice in

relation to the Rights Issue or any transaction or arrangement referred to in

this announcement.

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 "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" 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, and each of the Company, the Manager and its affiliates expressly

disclaims any obligation or undertaking to update, review or revise any

statement contained in this announcement whether as a result of new

information, future developments or otherwise. This announcement is made by

and is the responsibility of, the Company. 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 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.

No reliance may be placed for any purpose on the information contained in this

announcement or its accuracy, fairness or completeness. Neither the Manager

nor any of its affiliates accepts any liability arising from the use of this

announcement.

About us

Lifecare ASA 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.

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2024-05-29 13:15 CEST.