Lifecare ASA

Share Issue/Capital Change • May 30, 2024

Lifecare ASA: Commencement of the subscription period for the Rights Issue and start of trading in Subscription Rights

Lifecare ASA: Commencement of the subscription period for the Rights Issue and start of trading in Subscription Rights

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 INFORMATION 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 (the "Subscription Price"), raising gross proceeds between NOK 75

million and NOK 90 million (the "Rights Issue"). The 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 subscription period will commence today.

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

Allocation of Subscription Rights and Warrants:

The shareholders of the Company as of 16 May 2024 (and being registered as

such in Euronext Securities Oslo, the Norwegian Central Securities Depository

(the "VPS") at the expiry of 22 May 2024 pursuant to the VPS' two days'

settlement procedure (the "Record Date")) (the "Existing Shareholders"), have

been granted subscription rights (the "Subscription Rights") in the Rights

Issue that provide preferential rights to subscribe for, and be allocated,

Offer Shares at the Subscription Price.

The Existing Shareholders have been granted 0.437760 Subscription Rights for

each existing share in the Company registered as held by each Existing

Shareholder at the Record Date, rounded down to the nearest whole Subscription

Right. Each whole Subscription Right will, subject to applicable law, give the

right to subscribe for, and be allocated, one Offer Share at the Subscription

Price. Over-subscription and subscription without Subscription Rights is

permitted, however, there can be no assurance that Offer Shares will be

allocated for such subscriptions.

The subscribers in the Rights Issue will be allocated one Warrant issued by

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

Rights Issue. Each Warrant will, subject to applicable law, give the right to

subscribe for one new share in the Company.

The grant or purchase of Subscription Rights and the subscription of Offer

Shares and Warrants by persons resident in, or who are citizens of, countries

other than Norway, may be affected by the laws of the relevant jurisdiction.

Further, no Offer Shares, Subscription Rights or Warrants will be offered or

sold within the United States, except in reliance on an exemption from the

registration requirements of the U.S. Securities Act. For a further

description of such restrictions, reference is made to Section 5.17 "Selling

and transfer restrictions" in the national prospectus prepared for the Rights

Issue, dated 28 May 2024 (the "Prospectus").

The Prospectus is, subject to applicable local securities laws, available via

the website of the Company (www.lifecare.no/preferential-rights-issue) and at

the website of the Manager

(www.carnegie.no/ongoing-prospectuses-and-offerings).

Subscription period:

The subscription period commences on 30 May 2024 at 09:00 (CEST) and expires

on 13 June 2024 at 16:30 (CEST) (the "Subscription Period").

Subscription Rights:

The Subscription Rights will be tradable on Euronext Growth Oslo under the

ticker code "LIFET" from 30 May 2024 at 09:00 hours (CEST) until 7 June 2024

at 16:30 hours (CEST). The Subscription Rights will hence only be tradable

during a part of the Subscription Period. The ISIN of the Subscription Rights

is NO0013250563.

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

expiry of the Subscription Period on 13 June 2024 at 16:30 (CEST) or not sold

before 16:30 (CEST) on 7 June 2024 will have no value and will lapse without

compensation to the holder.

The Subscription Rights are expected to have an economic value if the

Company's shares trade above the Subscription Price during the Subscription

Period. Existing Shareholders who do not use their Subscription Rights will

experience a dilution of their shareholding in the Company. If Warrants are

exercised, there will be additional dilution.

Warrants:

The subscribers in the Rights Issue will without cost to them be allocated one

Warrant to be issued by the Company for every two Offer Shares allocated to,

and paid by, them in the Rights Issue. Each Warrant will give the holder a

right to subscribe for one new share in the Company at the Exercise Price (as

defined below).

The Warrants may be exercised during the exercise period from 2 June 2025 to

13 June 2025.

The Company shall use reasonable efforts to seek to ensure that the Warrants

are admitted to trading on a relevant trading venue as soon as possible

following completion of the Rights Issue, but there can be no assurance that

such admittance to trading will be obtained. Information concerning whether

the Warrants will be admitted to trading will be provided when such

information is available to the Company.

The Warrants are expected to have an economic value if the Company's shares

trade above the Exercise Price for the Warrants during the exercise period.

Holders of Warrants who do not use their Warrants will experience a dilution

of their shareholding in the Company.

Any Warrants not subscribed within the end of the subscription period will not

be allocated. Warrants not sold or exercised before 16:30 hours (CEST) on 13

June 2025 will have no value and will lapse without compensation to the

holder.

Subscription Price for Offer Shares and Exercise Price for Warrants:

The Subscription Price is NOK 1.52442 per Offer Share.

The Warrants may be exercised during the exercise period from 2 June 2025 to

13 June 2025 at a subscription price equal to the volume-weighted average

price (VWAP) of the Company's shares on Euronext Growth Oslo on the three last

trading days prior to the first date on which the holder can exercise the

Warrant in the exercise period less 30%, but in any event not exceeding NOK

1.98174 (the subscription price in the Rights Issue plus 30%) (the "Exercise

Price"). The Exercise Price may not be lower than the par value of the

Company's shares.

No payment shall be made for the Warrants.

Subscription procedure:

In order to subscribe for Offer Shares and Warrants, investors need to

complete the subscription form attached to the Prospectus as Appendix C (the

"Subscription Form") and submit it to the Manager at the address or email

address set out in the Prospectus by 16:30 hours (CEST) on 13 June 2024.

Subscribers who are Norwegian residents with a Norwegian personal

identification number who wish to subscribe for Offer Shares are encouraged to

do so through the VPS online subscription system (or by following the link on

www.carnegie.no/ongoing-prospectuses-and-offerings, which will redirect the

subscriber to the VPS online subscription system).

The Warrants will be subscribed for through delivery of a correctly completed

Subscription Form prior to the expiry of the Subscription Period (i.e. on 13

June 2024 at 16:30 hours (CEST)).

Conditions for completion of the Rights Issue:

The completion of the Rights Issue is subject to the share capital increase

pertaining to the Rights Issue being registered with the Norwegian Register of

Business Enterprises, and the new shares to be issued in the Rights Issue

subsequently being issued in the VPS.

The underwriting:

Certain existing shareholders and an external investor (jointly, the

"Underwriters") have, pursuant to, and subject to, the terms and conditions of

the separate underwriting agreements entered into on 25 April 2024 between the

Company and the Underwriters (the "Underwriting Agreements"), underwritten in

aggregate NOK 75 million of the Rights Issue (the "Total Underwriting

Obligation"). Any Offer Shares subscribed in the Rights Issue will reduce the

underwriting commitment of the Underwriters.

The Total Underwriting Obligation is divided in two tranches. Teigland Eiendom

AS, Lacal AS, Tjelta AS, and Hannibal Invest AS, have underwritten a total of

NOK 25 million of the Rights Issue (the "Bottom Guarantee"), for a

compensation of 10% of their underwritten amount under the Bottom Guarantee

payable in cash or in new shares in the Company at the subscription price in

the Rights Issue, or as a combination of cash and new shares.

In addition to the Bottom Guarantee, Munkekullen 5 Förvaltning AB and Buntel

AB have underwritten a total of NOK 50 million of the Rights Issue (the "Top

Guarantee"), for a compensation in the form of an aggregate of 25 million

warrants at equal terms to the Warrants issued in the Rights Issue (the

"Additional Warrants"), subject to the number of Additional Warrants

constituting minimum 9% of the maximum outstanding shares in the Company after

the Rights Issue, including the Offer Shares and Warrants issued in connection

with the Rights Issue, limited upwards to 37.5 million Additional Warrants.

Financial intermediaries:

If an Existing Shareholder holds shares in the Company registered through a

financial intermediary on the Record Date, the financial intermediary will

customarily give the Existing Shareholder details of the aggregate number of

Subscription Rights to which it will be entitled. The relevant financial

intermediary will customarily supply each Existing Shareholder with this

information in accordance with its usual customer relations procedures.

Existing Shareholders holding their shares in the Company through a financial

intermediary should contact the financial intermediary if they have received

no information with respect to the Rights Issue.

Subject to applicable law, Existing Shareholders holding Shares through a

financial intermediary may instruct the financial intermediary to sell some or

all of their Subscription Rights, or to purchase additional Subscription

Rights on their behalf. See Section 5.17 "Selling and transfer restrictions"

in the Prospectus for a description of certain restrictions and prohibitions

applicable to the sale and purchase of Subscription Rights in certain

jurisdictions outside Norway.

Existing Shareholders who hold their Shares through a financial intermediary

and who are Ineligible Shareholders (as defined in the Prospectus) will not be

entitled to exercise their Subscription Rights but may, subject to applicable

law, instruct their financial intermediary to sell their Subscription Rights

transferred to the financial intermediary. As described in Section 5.8.2

"Subscription Rights" of the Prospectus, neither the Company nor the Manager

will sell any Subscription Rights transferred to financial intermediaries.

Listing and commencement of trading in the Offer Shares:

Subject to timely payment of the minimum subscription amount in the Rights

Issue, the Company expects that the share capital increase pertaining to the

Rights Issue will be registered with the Norwegian Register of Business

Enterprises on or about 20 June 2024 and that the Offer Shares will be

delivered to the VPS accounts of the subscribers to whom they are allocated on

or about 20 June 2024.

The Offer Shares are expected to be tradable on Euronext Growth Oslo from and

including 20 June 2024.

The Warrants are expected to be registered with the Norwegian Register of

Business Enterprises on or about 24 June 2024 and to be delivered to the VPS

accounts of the subscribers to whom they are allocated on or about 24 June

Contacts:

For more 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

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 and

section 5-12 of the Norwegian Securities Trading Act.

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.

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.

This information is subject to disclosure under the Norwegian Securities

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

2024-05-30 08:00 CEST.