SoftOx Solutions AS — Share Issue/Capital Change 2020

Dec 16, 2020

SoftOx Solutions AS: Private placement successfully completed

SoftOx Solutions AS: Private placement successfully completed

Oslo, 16 December 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN 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 RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement from SoftOx Solutions AS ("SoftOx" or the "Company") published earlier today, on 16 December 2020, regarding a contemplated private placement of new shares.

The Company is pleased to announce today that it has raised approx. NOK 50 million in gross proceeds through the private placement by issuance of 909,090 new shares in the Company (the "Offer Shares"), at a price per Offer Share of NOK 55. The Private Placement took place through an accelerated bookbuilding process managed by SpareBank 1 Markets AS (the “Manager”) after close of markets on 16 December 2020. The Private Placement was significantly over subscribed.

The net proceeds from the Private Placement will be used to further develop and finance ongoing and future clinical studies, including the recent announced SoftOx Inhalation Project which aims to develop an inhalation solution for the treatment of respiratory infections, as well as for general corporate purposes.

The Private Placement consists of two separate tranches: one tranche with 500,000 Offer Shares ("Tranche 1") and a second tranche with 409,090 Offer Shares ("Tranche 2"). Settlement for Tranche 1 is expected to be on or about 21 December 2020 (DVP, T+2), while settlement in Tranche 2 is expected to occur on or about 5 January 2021 following approval by an extraordinary general meeting in the Company of the issuance of new shares under Tranche 2 (the "EGM"). The investors who have been allocated Offer Shares will receive a pro rata portion of shares from Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement, with the exception of Dinge Invest AS and Harefrøken Invest AS who have agreed that the Offer Shares they are allocated in the Private Placement will all be allocated in Tranche 2.

The delivery of Offer Shares for each tranche will be settled with existing and unencumbered shares in the Company that are already listed on the Euronext Growth Oslo, pursuant to a share lending agreement between the Manager, the Company and Dinge Invest AS. Accordingly, the shares delivered to the investors will be tradable upon delivery, expected on or about 21 December 2020 in Tranche 1 and on or about 5 January 2021 in Tranche 2.

The share loan from Dinge Invest AS will be settled with (i) new shares in the Company to be resolved issued by the Board pursuant to an authorization granted by the Company’s annual general meeting held on 30 June 2020 (Tranche 1) and (ii) new shares in the Company to be issued following, and subject to, approval by the EGM (Tranche 2).

Following registration of the share capital increase pertaining to Tranche 1 of the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 166 598, divided into 8,329 900, shares, each with a par value of NOK 0.02. Following (and subject to) the EGM and registration of the share capital increase pertaining to Tranche 2 of the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 174,779.80 divided into 8,738,990 shares, each with a par value of NOK 0.02.

Subject to satisfaction of the conditions for completion of the Private Placement, the Board of the Company has resolved to propose that the EGM resolves to authorize the Board to carry out a subsequent offering of up to 181,818 new shares (the "Subsequent Offering") towards the Company's shareholders as of 16 December 2020 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of 18 December 2020, the "Record Date") who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action ("Eligible Shareholders").

The subscription price in the Subsequent Offering will be the same as the Offer Price in the Private Placement, i.e. NOK 55 per share. The Eligible Shareholders will receive non-transferrable subscription rights based on their shareholding as of the Record Date in the Subsequent Offering. Over-subscription with subscription rights is permitted, but subscription without subscription rights is not permitted. The Subsequent Offering will be conditional, inter alia, on (a) completion of the Private Placement, (b) approval of the authorization of the Board for the Subsequent Offering by the Company's shareholders at the EGM, and (c) publication of an offer prospectus by the Company. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering when finally resolved.

The waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, as well as the proposed Subsequent Offering, the Board has concluded that the completion of the Private Placement on the proposed terms at this time is in the mutual interest of the Company and its shareholders, and that the Private Placement complies with the equal treatment obligations of the Company.

Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company in connection with the Private Placement.

For further information, please contact:

Geir Almås, CEO of SoftOx Solutions AS

Mail: geir.almaas@soft-ox.com

Mobile: +47 977 59 071

About SoftOx Solutions AS

SoftOx Solutions AS (SoftOx, listed on the Oslo Stock Exchange Euronext Growth) is a Norwegian MedTech company based in Oslo with the aim of helping to combat major threats to human health, namely the emergence of antimicrobial resistance (AMR), biofilm infections in chronic wounds and the spread of viruses. For more information on SoftOx, visit www.soft-ox.com

Important information

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 Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any 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 believe 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 their 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 Manager nor any of its affiliates accepts 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.