Hofseth BioCare ASA: Key Information Relating to Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANOTHER 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 by Hofseth BioCare ASA (“HBC” or the “Company“) on 27 October 2025 regarding completion of a private placement (the “Private Placement“) of new shares in the Company.

The board of directors has conditionally resolved to conduct a subsequent offering (the “Subsequent Offering“) with gross proceeds of up to approx. NOK 30 million by issuing up to 16,666,666 new shares at NOK 1.80 per share (the “Subscription Price“), equal to the offer price in the Private Placement. The Subsequent Offering is subject to Company’s extraordinary general meeting (the “EGM“) authorising the Company’s board of directors to issue shares in the Subsequent Offering.

Please find key information relating to the Subsequent Offering below:

– Date on which the terms and conditions of the repair issue were announced: 27 October 2025
– Last day including right: 24 October 2025
– Ex-date: 27 October 2025
– Record date: 28 October 2025
– Date of approval: On or about 20 November 2025 (date of extraordinary general meeting expected to authorise the Company’s board of directors to issue shares in the Subsequent Offering)
– Maximum number of new shares: 16,666,666
– Subscription price: NOK 1.80 per share

Other important information concerning the Subsequent Offering:

The Subsequent Offering is proposed directed towards shareholders in the Company as of 24 October 2025 (as registered in the VPS two trading days thereafter) less those (i) shareholders who were offered or allocated shares in the Private Placement, and (ii) who are 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 (the “Eligible Shareholders“). Provided that the Eligible Shareholders have not subscribed for all available shares, any remaining shares may be subscribed for by investors in the Private Placement or other investors that the Board deems to be of strategic importance for the Company (“Secondary Subscribers“), with allocation to such Secondary Subscribers at the discretion of the Company’s Board of Directors.

The Subsequent Offering is subject to i) approval of the EGM to authorise the Company’s board of directors to issue shares in the Subsequent Offering, ii) the publication of an offering prospectus pertaining to the Subsequent Offering and iii) the prevailing market price of the Company’s shares following the Private Placement. The subscription period for the Subsequent Offering will commence as soon as possible following the publication of such prospectus. The Company reserves the right, in its sole discretion, to cancel the Subsequent Offering, including as a result of the Company’s shares trading at or under the Offer Price at meaningful volumes.

Advisor

Advokatfirmaet CLP DA is acting as legal advisor to the Company.

For further information, please contact:

Jon Olav Ødegård, CEO at HBC
Phone: +47 936 32 966
E-mail: joo@hofsethbiocare.no

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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 do 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 “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 investments 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.

The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company does not assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Such assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict. 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 any 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 any 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.

This announcement is made by and, and is the responsibility of, the Company. 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. 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. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.