Lifecare ASA

Share Issue/Capital Change • Oct 8, 2024

Lifecare ASA: Launch of public retail offering and commencement of application period

Lifecare ASA: Launch of public retail offering and commencement of application period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR

INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER

JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE

UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.

Reference is made to the stock exchange announcement made by Lifecare ASA (the

"Company") on 2 October 2024 announcing the key terms of the retail offering

(the "Offering") of up to 1,000,000 new shares (the "Offer Shares") to the

public in Norway, Sweden and Denmark. Reference is further made to the stock

exchange announcement made by the Company on 4 October 2024 announcing the

approval and publication of the prospectus prepared by the Company in

connection with the Offering and the listing of the Company's shares on Oslo

Børs, alternatively Euronext Expand (the "Prospectus").

The offer price per Offer Share is NOK 20, representing a discount of

approximately 9% to the Value Weighted Average Price (VWAP) of the Shares on

Euronext Growth Oslo on 2 October 2024. Thus, the total gross proceeds to the

Company from the Offering will be up to NOK 20 million. The Company intends to

use any net proceeds from the Offering for its continued R&D activities and

investments in machines and equipment, to support continued business

development.

The application period for the Offering (the "Application Period") will

commence at 09:00 hours (CEST) today, 8 October 2024, and close at 16:30 hours

(CEST) on 15 October 2024. Investors applying for Offer Shares electronically

through the webservices of Nordnet (as defined below) will be required to

submit their applications no later than 23:59 (CEST) on 14 October 2024.

The Company, in consultation with the Manager (as defined below), reserves the

right to extend the application period in its sole discretion. Any extension

of the Application Period will be announced through Oslo Stock Exchange's

information system on or before 09:00 (CEST) on the first business day

following the then prevailing expiration date of the Application Period. The

Application Period may in no event be extended beyond 16:30 CEST on 24 October

Applicants in the Offering who are located in Norway may apply for Offer

Shares through either (i) the VPS online application system (link available at

https://www.carnegie.no/public-retail-offering-in-lifecare-asa/ and

https://www.lifecare.no/), (ii) by using the application form attached to the

Prospectus as Appendix 6 or (iii) through the webservices of Nordnet.

Applicants who are located in Sweden or Denmark are only permitted to apply

through the webservices of Nordnet. Please note the shorter application

deadline for applicants using the Nordnet webservice.

The complete terms and conditions for the Offering, including application

procedures are set out in the Prospectus. Applications for Offer Shares may

only be made on the basis of the Prospectus.

The Prospectus is, subject to regulatory restrictions, available at

https://www.lifecare.no/ and

https://www.carnegie.no/ongoing-prospectuses-and-offerings/.

Advisors

Carnegie AS is acting as manager in connection with the Offering and the

Listing (the "Manager"). Nordnet Bank AB ("Nordnet") is acting as placing

agent in the Offering. Advokatfirmaet Schjødt AS is acting as Norwegian legal

counsel to the Company.

About Lifecare:

Lifecare 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.

Contacts

For further information, please contact:

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

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

Important information

This announcement is not an offer to sell or a solicitation of any offer to

buy any securities of the Company. The information contained in this

announcement is for information purposes only and does not purport to be full

or complete. No reliance may be placed by any person for any purpose on the

information contained in this announcement or its accuracy, fairness or

completeness.

Copies of this announcement are not being made and may not be distributed or

sent into any other jurisdiction than Norway, Sweden and Denmark, including

but not limited to the United States of America, Australia, Canada.

Any offering of the securities referred to in this announcement is made by

means of the Prospectus. This announcement 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 the prospectus to be published when securities are

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

repealing Directive 2003/71/EC (together with any related implementing and

delegated regulations, the "Prospectus Regulation"). Investors should not

invest in any securities referred to in this announcement except on the basis

of information contained in the aforementioned Prospectus.

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 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 offering in the United States or

to conduct a public offering of securities in the United States.

Copies of this announcement are not being, and should not be, distributed in

or sent into the United States (including its territories and possessions, any

State of the United States and the District of Columbia), Australia, Canada or

Japan. The securities described herein have also not been and will not be

registered under the applicable securities laws of the United States,

Australia, Canada or Japan and, subject to certain exemptions, may not be

offered or sold in or into or for the account or benefit of any person having

a registered address in, or located or resident in the United States,

Australia, Canada or Japan. There will be no public offering of the securities

described herein in the United States, Australia, Canada or Japan.

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", "intends", "estimate", "will", "may", "continue", "should" 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. Neither the Company nor the Manager undertake any obligation to

review, update, confirm or 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 communication.

The Manager is acting exclusively for the Company and no one else in

connection with the Offering. It will not regard any other person as its

clients in relation to the planned Offering and will not be responsible to

anyone other than the Company for providing the protections afforded to its

clients, nor for providing advice in relation to the offering, the contents of

this announcement or any transaction, arrangement or other matter referred to

herein.

Neither the Manager nor any of its directors, officers, employees, advisers or

agents accept any responsibility or liability whatsoever for or makes any

representation or warranty, express or implied, as to the truth, accuracy or

completeness of the information in this release (or whether any information

has been omitted from the release) or any other information relating to the

Company, whether written, oral or in a visual or electronic form, and

howsoever transmitted or made available, or for any loss howsoever arising

from any use of this release or its contents or otherwise arising in

connection therewith.

This information is subject to disclosure under the Norwegian Securities

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

2024-10-08 07:00 CEST.