Lifecare ASA

Share Issue/Capital Change • Oct 2, 2024

Lifecare ASA: Announcement of terms of public retail offering

Lifecare ASA: Announcement of terms of public retail offering

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 on 27 September

2024, where it was announced that Oslo Børs has resolved to admit the shares

of Lifecare ASA (the "Company") to trading on Oslo Børs, alternatively

Euronext Expand (the "Listing"), subject to satisfaction of certain listing

requirements.

In connection with the Listing, the Company has decided to carry out a retail

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

to the public in Norway, Sweden and Denmark on the terms and conditions to be

set out in a prospectus to be published by the Company in connection with the

Offering and the Listing (the "Prospectus"). Launch of the Offering is subject

to the Prospectus being approved by the Norwegian Financial Supervisory

Authority and subsequently published by the Company.

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 price at which the Offer Shares will be issued (the "Offer Price") is NOK

20 per share, 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 Offering will be subject to a lower limit per application of NOK 10,500

and an upper limit per application of NOK 2,000,000 for each investor.

Subject to approval and publication of the Prospectus, the application period

for the Offering is expected to commence at 09:00 hours (CEST) on 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 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.

The complete terms and conditions for the Offering, including application

procedures, will be set out in the Prospectus. Applications for Offer Shares

may only be made on the basis of the Prospectus.

The Prospectus is expected to be approved by the Norwegian Financial

Supervisory Authority on 3 October 2024, and subsequently passported to Sweden

and Denmark and published on 4 October 2024. The Prospectus will, subject to

regulatory restrictions, be made available at

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

Advisors

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

(the "Manager"). Nordnet Bank AB 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

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act. This announcement was

published on behalf of the Company by Renete Kaarvik, CFO, on the date and

time provided.

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 will be made

by means of a 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.