Photocure ASA

Share Issue/Capital Change • Apr 27, 2020

Photocure ASA - Private placement successfully placed

Photocure ASA - Private placement successfully placed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,

ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE

"UNITED STATES"), AUSTRALIA, CANADA, 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.

Oslo, Norway, 27 April 2020: Reference is made to the stock exchange notice

earlier today where Photocure ASA ("Photocure" or the "Company") announced the

launch of a private placement of new shares ("Offer Shares") in the Company (the

"Private Placement"). The Company is pleased to announce that it has allocated

2,179,638 shares at a subscription price of NOK 65.50 per share, raising gross

proceeds of approximately NOK 143 million.

The subscription price was determined through an accelerated bookbuilding

process after close of trading on 27 April 2020. The Private Placement attracted

very strong interest from existing shareholders, as well as from new high

quality institutional investors. The Private Placement was multiple times

oversubscribed.

The Company intends to use the net proceeds from the Private Placement to

partially finance the acquisition of the Hexvix sales, marketing and

distribution rights from Ipsen Pharma SAS.

The share capital increase of the Private Placement was resolved by the Board of

Directors of the Company (the "Board") on 27 April 2020 pursuant to an

authorization granted by the Company's general meeting held 9 May 2019.

Notification of allotment of the new shares in the Private Placement and payment

instructions will be sent to the applicants through a notification from the

Managers on 28 April 2020.

The Offer Shares will be pre-funded by the Managers to facilitate a swift

registration of the share capital increase in the Norwegian Register of Business

Enterprises (the "NRBE") and delivery of the Offer Shares on a delivery versus

payment basis to the subscribers on or about 30 April 2020. The first day of

trading is expected to be on or about 29 April 2020, but not prior to the share

capital being registered in the NRBE, or prior to announcement by the Company.

Following registration of the new share capital pertaining to the Private

Placement, the Company will have a share capital of NOK 11,988,012.50 divided

into 23,976,025 shares, each with a par value of NOK 0.50.

ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA acted as Joint

Bookrunners (collectively referred to as the "Managers") in the Private

Placement. Advokatfirmaet Selmer AS is acting as legal adviser to Photocure ASA.

For further information, please contact:

Dan Schneider

President and CEO

Photocure ASA

Tel: + 1-609 759-6515

Email: ds@photocure.com

Erik Dahl

Chief Financial Officer

Tel: +47 450 55 000

Email: ed@photocure.no

About Photocure ASA

Photocure, The Bladder Cancer Company, delivers transformative solutions to

improve the lives of bladder cancer patients. Our unique technology, which makes

cancer cells glow bright pink, has led to better health outcomes for patients

worldwide. Photocure is headquartered in Oslo, Norway, and listed on the Oslo

Stock Exchange (OSE: PHO). The US headquarters for Photocure Inc., are in

Princeton, New Jersey. For more information, please visit us at

www.photocure.com, www.hexvix.com or www.cysview.com

Important information

This announcement does not constitute or form a part of any offer of securities

for sale or a solicitation of an offer to purchase securities of the Company in

the United States or any other jurisdiction. The distribution of this

announcement and other information may be restricted by law in certain

jurisdictions. 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. Persons into whose

possession this announcement or such other information should come are required

to inform themselves about and to observe any such restrictions.

The securities of the Company may not be offered or sold in the United States

absent registration or an exemption from registration under the U.S. Securities

Act of 1933, as amended (the "U.S. Securities Act"). The securities of the

Company have not been, and will not be, registered under the U.S. Securities

Act. Any sale in the United States of the securities mentioned in this

communication will be made solely to "qualified institutional buyers" as defined

in Rule 144A under the U.S. Securities Act. No public offering of the securities

will be made in the United States.

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

EU Prospectus Regulation, i.e., only to investors who can receive the offer

without an approved prospectus in such EEA Member State. The expression "EU

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

Parliament and of the Council of 14 June 2017 (together with any applicable

implementing measures in any 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.

The Target Market Assessment is without prejudice to the requirements of any

contractual, legal or regulatory selling restrictions in relation to the

Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the Company's

shares.

Each distributor is responsible for undertaking its own Target Market Assessment

in respect of the Company's shares and determining appropriate distribution

channels.

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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, 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 provide any guarantees 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

document. Current market conditions are affected by the COVID-19 virus outbreak.

The development in both Photocure's operations as well as relevant financial

markets in general may affected by government measures to mitigate the effect of

the virus, reduction in activity, unavailable financial markets and other. See

OSE notification of 7 April 2020 for an in-depth analysis of risk and effects of

the COVID-19 situation.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. Each of the Company, the Managers and their respective 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, and is the responsibility of, the Company. The

Managers are acting exclusively for the Company and no one else and will not be

responsible to anyone other than the Company for providing the protections

afforded to their respective clients, or for advice in relation to the contents

of this announcement or any of the matters referred to herein.

Neither the Managers nor any of their respective 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. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.