SoftOx Solutions AS — Share Issue/Capital Change 2020

Dec 16, 2020

SoftOx Solutions AS: Contemplated private placement

SoftOx Solutions AS: Contemplated private placement

Oslo, 16 December 2020: SoftOx Solutions AS ("SoftOx" or the "Company") has engaged SpareBank 1 Markets AS (the "Manager"), to advise on and effect a contemplated private placement of new shares in the Company (the "Offer Shares") raising gross proceeds of NOK 30 to 50 million (the "Private Placement").

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 final offer price and number of Offer Shares in the Private Placement will be determined through an accelerated book building process. The Private Placement will be directed towards a limited number of selected investors, in each case, subject to and in compliance with applicable exemptions from relevant prospectus, filing and registration requirements. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

Pre-commitments: Dinge Invest AS (owned by Kristian Almås and family), has committed to subscribe for NOK 6 million and will be allocated at least its pro rata shareholding of 14.52%. Harefrøken Invest AS (owned by CEO Geir Almås and family), has committed to subscribe for NOK 2 million and will be allocated at least its pro rata shareholding. All shares hereunder will be in Tranche 2.

The Private Placement will be divided into two tranches. Tranche 1 will consist of up to 500,000 Offer Shares ("Tranche 1") and will be issued based on the existing authorization to the board to issue shares. Tranche 2 will consist of a number of Offer Shares that, together with Tranche 1, will raise gross proceeds of NOK 30 - 50 million ("Tranche 2"). Offer Shares in Tranche 2 will be subject to approval by an extraordinary general meeting to be held on or about 4 January 2021 (the "EGM") (in addition to the other conditions for the Private Placement).

The bookbuilding period for the Private Placement opens today at 16:30 hours CET and closes on 17 December 2020 at 08:00 hours CET (the “Application Period”). The Company and Manager reserves the right, at its own discretion, to close or extend the Application Period or modify the terms of or cancel the Private Placement at any time (prior to completion) and for any reason, without notice. The allocation of Offer Shares will be determined following the expiry of the Application Period and the final allocation will be made by the board of directors of the Company. Notification of partly conditional allocation and payment instructions is expected to be issued to the applicants on or about 17 December 2020 through a notification to be issued by the Manager. Investors are expected to be allocated Offer Shares pro rata in Tranche 1 and Tranche 2, except for Dinge Invest AS and Harefrøken Invest AS having agreed that the full number of new shares allocated in the Private Placement will be allocated in Tranche 2.

The new shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction on a regular T+2 basis (the "Settlement"). Settlement for Tranche 1 is expected to be on or about 21 December 2020, and Settlement for Tranche 2 is expected to be shortly after the EGM, expected to be held on or about 4 January 2020. Settlement in both tranches will be by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo to be lent from Dinge Invest AS (the “Share Lender”) by the Manager pursuant to a share lending agreement between the Manager, the Company and the Share Lender (the "Share Loan"). The Allocated Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received and the conditions for the Private Placement have been met, which for Tranche 2 includes the EGM. In Tranche 1, the Manager will settle the Share Loan with new shares in the Company to be resolved issued by the Board of Directors pursuant to the authorisation granted by the Company’s general meeting 30 June 2020 (as registered in the Norwegian Register of Business Enterprises on 29 September 2020) and for Tranche 2 with new shares in the Company to be resolved issued by the EGM.

Completion of the Private Placement is subject to the Board making the required resolutions to complete the Private Placement, including without limitation, resolving the Board’s resolution to allocation allocate of the Offer Shares and to issue the Tranche 1 Offer Shares pursuant to an authorizations granted at the Company’s general meeting and the EGM’s resolution to do the same as regards the Tranche 2 Offer Shares. The Company may, in its own discretion, after consultation with the Manager, resolve to cancel the Private Placement at any time and for any reason prior to the satisfaction of conditions, without any compensation to the applicants. Completion of Tranche 1 will not be conditional upon or otherwise affected by the outcome of the resolution(s) with respect to Tranche 2 at the EGM.

The Company may, subject to completion of the Private Placement carry out a subsequent offering of new shares in the Company (the "Subsequent Offering") towards existing shareholders in the Company as of 16 December 2020 (as registered in the Norwegian Central Securities Depositary ("VPS") as of 18 December 2020), who (i) were not allocated Offer Shares, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require a prospectus, a registration or similar action.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The board of directors has considered the Private Placement in light of the requirements in the Norwegian Private Limited Companies Act and the rules of equal treatment set out in the Continuing obligations for companies admitted to trading on Euronext Growth and Oslo Børs' guidelines on the rules of equal treatment. The board of directors has in this respect inter alia taken into consideration (i) that the Company needs funding to pursue its growth strategy and that the Private Placement allows the Company to utilize the current favourable market conditions, (ii) that the Private Placement gives the ability to broaden and strengthen the Company's shareholder base and (iii) the size of the Private Placement. The board of directors has concluded that the Private Placement is in compliance with these requirements.

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