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Lifecare ASA

Share Issue/Capital Change Jun 13, 2025

3654_rns_2025-06-13_e1c3d852-a4bb-4aec-a470-cc8965e93e07.html

Share Issue/Capital Change

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Lifecare ASA: Final results following expiry of the exercise period for the Warrants issued in connection with the Rights Issue

Lifecare ASA: Final results following expiry of the exercise period for the Warrants issued in connection with the 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 OR 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 STOCK EXCHANGE

ANNOUNCEMENT.

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

"Company") on 13 June 2025 regarding the last day of the exercise period for

the 4,193,806 warrants (the "Warrants") issued in connection with the

partially underwritten rights issue of new shares in the Company completed in

June 2024. Each Warrant gives the holder a right to subscribe for one new

share in the Company.

The exercise period for the Warrants expired at 16:30 hours (CEST) on 13 June

2025. At the expiry of the exercise period, a total of 3,207,994 Warrants were

exercised at the exercise price per share of NOK 5.31681. Notifications of

allocated shares and the corresponding total exercise price to be paid by each

subscriber is expected to be distributed in a letter from the VPS on or about

16 June 2025. The payment for new shares allocated to a subscriber falls due

on 19 June 2025.

Subject to timely payment of the aggregate exercise amount for the new shares

on 19 June 2025, the Company expects that the share capital increase

pertaining to the issuance of the new shares will be registered with the

Norwegian Register of Business Enterprises on or about 24 June 2025 and that

shares will be delivered to the VPS accounts of the subscribers to whom they

are allocated on or about 25 June 2025.

The shares received upon exercise of Warrants will be listed on Euronext Oslo

Børs under ISIN NO0013355859 and ticker code "LIFE". The shares will be listed

as soon as the new shares are fully paid, the share capital increase

pertaining to the issuance of the new shares has been registered with the

Norwegian Register of Business Enterprises, and the new shares have been

issued in the VPS. One shareholder has accepted to receive 37,399 new shares

on a separate temporary ISIN, pending the approval and publication by the

Company of a prospectus for the listing of such new shares.

Important notice

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 does 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 expression

"Prospectus Regulation" means (EU) 2017/1129 of the European Parliament and of

the Council, of 14 June 2017, as amended Regulation, on the prospectus to be

published when securities are offered to the public (together with any

applicable implementing measures in any EEA 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 investment 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.

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. 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

their control. Actual events may differ significantly from any anticipated

development due to a number of factors, including without limitation, changes

in public sector investment levels, changes in the general economic, political

and market conditions in the markets in which the Company operates, the

Company's ability to attract, retain and motivate qualified personnel, changes

in the Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. 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 the 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 the 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.

Neither the Manager nor any of its affiliates make any representation as to

the accuracy or completeness of this announcement and the Manager does not

accept any responsibility or liability 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.

Neither the Manager nor any of its affiliates accept any liability arising

from the use of this announcement.

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.

About us

Lifecare ASA is a medical sensor company developing technology for sensing and

monitoring of various body analytes. Lifecare's focus is to bring the next

generation of Continuous Glucose Monitoring ("CGM") systems to market.

Lifecare enables osmotic pressure as sensing principle. Lifecare's sensor

technology 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, [email protected], +47 40 05 90 40

Renete Kaarvik, CFO, [email protected], +47 94 83 82 42

This information has been submitted pursuant to the Securities Trading Act §

5-12 and MAR Article 17. The information was submitted for publication at

2025-06-13 18:19 CEST.

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