Hofseth BioCare ASA: Contemplated Private Placement and Partial Divestment of Shares in Aecorbio

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.

Hofseth BioCare ASA (“HBC” or the “Company“) today announces a contemplated private placement (the “Private Placement“) of between 86,096,132 and 100,638,889 new shares (“Offer Shares“) at a fixed price per share of NOK 1.80 (the “Offer Price“) corresponding to a total Private Placement size of between approx. NOK 155 million and approx. 181 million (the “Offer Size“). An amount fully covering the lower end of the Offer Size has already been placed prior to launch of the Private Placement based on binding pre-commitment undertakings received by the Company, of which approx. NOK 103.4 million constitute cash proceeds and approx. NOK 52 million constitute proceeds to be settled by conversion of debt. The final number of Offer Shares to be issued will be determined by the Board of Directors of HBC (the “Board“) following the application period.

The proceeds will be strategically deployed across key growth pillars to capitalize on accelerating market demand for salmon-derived nutrition.

1. Global Nutraceutical Market Penetration and B2B Growth:
A significant portion of the investment will be channelled into expanding the Business-to-Business (B2B) ingredients unit and accelerating customer adoption of the Company’s nutraceutical offerings. A particular focus will be on high-growth regions, including Asia, particularly China, and the US, reflecting strong growth potential and established distribution corridors.

2. Capitalizing on Metabolic Health and Healthy Aging Demand:
The recent success, including the NutraIngredients-USA award for the healthy aging category in 2025, has significantly accelerated new product launches and increased general market interest. Proceeds from the Private Placement will be used to capitalize on heightened awareness of fresh salmon-derived nutrition in the booming categories of Metabolic Health, GLP-1 agonists, and healthy aging.

3. Scaling the Brilliant Petcare Brand:
The Private Placement will be used towards further growth initiatives for HBC’s premium pet nutrition brand, Brilliant Petcare, where growth is already picking up globally. Funds will be used to support the brand as it establishes itself and builds market share in the premium salmon-derived pet nutrition segment.

4. Expanding Global Partnerships and R&D Pipeline:
The Company will also seek to develop new concepts alongside its global distributor partners and strengthening alliances with global contract manufacturers. Additionally, money will be made available for general corporate purposes, marketing activities, and further Research & Development (R&D) to support its innovation pipeline.

In conjunction with the Private Placement, the Company will also divest shares for approximately USD 5 million (the “Divestment“) in AecorBio Inc. (“AecorBio“) for a price per share of USD 3.0931, corresponding to a valuation uptick of around 20 % compared to the latest funding round in AecorBio. HBC will after the divestment own approx. 52 % of AecorBio. The shares in said company will be sold to a close associate of a pre-committing investor in the Private Placement (as described below). The net cash proceeds from the Private Placement and Divestment will be used for the purposes described above. A separate announcement will be made with further information on the Divestment.

Pre-commitments

Guy Urquhart (approx. NOK 100 million), GCI Hofseth LLC (a Galaxy Group investment entity)(approx. NOK 3.6 million), and Hofseth International AS (a close associate of Board member Roger Hofseth, approx. NOK 52 million), have on customary terms and conditions pre-committed to subscribe for and will be allocated Offer Shares in the Private Placement of NOK 155 million.

Private Placement structure

The Private Placement will be divided into two tranches. Tranche 1 of the Private Placement (“Tranche 1“) will consist of up to 68,555,556 Offer Shares (the “T1 Offer Shares“), to be issued pursuant to the authorization granted by the Company’s annual general meeting held on 23 May 2025 (the “Board Authorization“). Tranche 2 of the Private Placement (“Tranche 2“) will consist of up to 32,083,333 Offer Shares. Hofseth International AS has agreed to take delivery of their Offer Shares in Tranche 2. Accordingly, all other applicants will receive their full allocation in Tranche 1. Offer Shares in Tranche 2 (the “T2 Offer Shares“) are expected to be issued pursuant to a resolution by the EGM (as defined and further described below).

The T2 Offer Shares in the Private Placement will be settled through conversion of claims owed to Hofseth International AS relating to raw material purchased by the Company. The Company will not receive any gross cash proceeds from the issuance of T2 Offer Shares.

The Private Placement will be made to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act of 2007, and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the “US Securities Act”) and (ii) in the United States to; (a) “qualified institutional buyers” (QIBs), as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, (b) “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934, and (c) investors who are an “accredited investor” as defined in Rule 501 under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act. The minimum order size and allocation in the Offering will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from applicable prospectus requirements being available.

Application period

The application period for the Private Placement will commence today, 24 October 2025 at 17:30 hours CEST, and is expected to close on or before 27 October 2025 at 08:00 hours CET (the “Application Period“). The Company reserves the right to, at any time and in its sole discretion, close or extend the Application Period or to cancel the Private Placement in its entirety without notice. If the Application Period is shortened or extended, the other dates referred to herein might be changed accordingly.

Settlement

Settlement in the Private Placement is expected to take place as follows:

• Delivery of the T1 Offer Shares is expected to take place on 30 October 2025. The T1 Offer Shares will be settled with new shares in the Company to be resolved issued by the Board pursuant to the Board Authorization. The Offer Shares in Tranche 1 are expected to be tradeable from registration of the share capital increase relating to the issuance of T1 Offer Shares in the Norwegian Register of Business Enterprises (“BRREG“), expected on or about 29 October 2025.
• Delivery of the T2 Offer Shares is expected to take place on or about 24 November 2025 following and subject to (inter alia) a resolution by the EGM to issue T2 Offer Shares. The T2 Offer Shares will be delivered on a separate ISIN pending approval and publication of an EEA listing prospectus to be approved by the Norwegian Financial Supervisory Authority, expected during Q1 2026 (subject to processing time).

Conditions for completion

The completion of the Private Placement by delivery of Offer Shares in Tranche 1 to investors is subject to (i) the Board resolving to consummate the Private Placement by allocating the Offer Shares (conditionally in respect of the T2 Offer Shares in Tranche 2) and issuing the T1 Offer Shares pursuant to the Board Authorization, (ii) registration of the share capital increase concerning the issuance of T1 Offer Shares in NRBE and (iii) satisfaction or waiver of all contingencies concerning the divestment of shares in AecorBio (the “Tranche 1 Conditions”).

The completion of the Private Placement by delivery of Offer Shares in Tranche 2 to investors is subject to Completion of Tranche 2 is subject to (i) the Tranche 1 Conditions being satisfied, (ii) the EGM resolving to issue T2 Offer Shares and (iii) registration of the share capital increase concerning the issuance of T2 Offer Shares in BRREG.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement.

The EGM and issuance of T2 Offer Shares

As the issuance of the T2 Offer Shares must be approved by a general meeting of the Company, it is expected that the Board will convene an extraordinary general meeting on or about 20 November 2025 (the “EGM“), and, if applicable, to authorize the Board to issue new shares in a potential subsequent offering (see below) and for other purposes. The Company has received undertakings, representing 68.2 % of the voting rights, to vote in favour of the proposed EGM resolutions, subject to certain customary conditions.

Should the EGM fail to approve such issuance, the completion of the Private Placement will not be affected, but (a) Hofseth International AS will not receive the T2 Offer Shares and (b) the Company will not be able to settle claims corresponding to the aggregate subscription amount for the T2 Offer Shares.

Equal treatment considerations

The Board has considered the structure of the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and the Norwegian Securities Trading Act as well as the Oslo Stock Exchange’s guidelines on the rule of equal treatment and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner with no discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced private placement process. To potentially mitigate the dilutive effect of the Private Placement, the Board will consider proposing to carry out a subsequent offering directed towards certain shareholders who do not participate in the Private Placement (see details below). On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the contemplated Private Placement structure, the shareholders’ preferential rights to subscribe for the Offer Shares will be deviated from.

Notwithstanding the above, the Company reserves the right, subject to completion of the Private Placement, to carry out a customary subsequent offering of new shares at the Offer Price. Any such subsequent offering, if applicable and subject to applicable securities laws, will be directed towards existing shareholders in the Company as of 24 October 2025 as registered in the VPS on 28 October 2025, who (i) were not offered to subscribe for Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether a subsequent offering will be carried out will, among other things, depend on the result of the Private Placement and the subsequent development of the Company’s share price.

Advisor

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

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Jon Olav Ødegård, CEO of the Company, on the date and time provided herein.

For further information, please contact:

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

About Hofseth BioCare ASA:

HBC is a Norwegian consumer and pet health company founded on the core values of sustainability, optimal utilization of natural resources and full traceability. It upcycles the side streams of the salmon industry by taking fresh filleted salmon and converting it from a waste product into ingredients to improve human and pet health.

These ingredients are ProGo®, a mix of bioactive peptides and collagen, OmeGo®, a whole salmon oil, with all the fatty acid fractions contained in fish, and CalGo® / NT-II® salmon bone powder containing calcium hydroxyapatite and undenatured collagen for bone and joint health.

HBC places scientific evidence at the forefront which has led to important academic partnerships and the identification of unique health benefits. This includes the demonstration of improved iron metabolism by boosting the body’s ability to utilize and use iron resulting in increased energy and vitality with ProGo® as well as the activation of the GLP-1 receptor with fat reduction in overweight adults. OmeGo® has shown important immune health benefits including recovery from viral infection and improved respiratory health and sleep in adults troubled by particulate matter pollution. Finally, CalGo®/ NT-II® has shown both bone and joint health benefits to support healthy aging and active lifestyles.

This work has also resulted in the granting of several patents protecting these discoveries. It has also led to the discovery of potential therapeutics and HBC has spun out a biotech-focused company, AecorBio Inc., and the lead program is prostate cancer followed by ovarian cancer. A separate molecule is targeted as an oral, steroid-sparing therapy for asthma. HBC’s headquarters are in Ålesund, Norway with branches in Oslo, London, Zürich, Los Angeles, and Menlo Park, CA.

HBC is listed on Oslo Stock Exchange with ticker “HBC”.

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.