Lifecare ASA: Information about the warrants issued in connection with the Rights Issue

Reference is made to the stock exchange announcement published by Lifecare ASA (the “Company“) on 25 June 2024, regarding the registration of new share capital following completion of the rights issue raising gross proceeds of approximately NOK 90 million (the “Rights Issue“) and the registration of warrants allocated in connection with the Rights Issue.

The subscribers in the Rights Issue were allocated one warrant for every two offer shares allocated to and paid by them in the Rights Issue. In total, 29,519,478 warrants were allocated to the subscribers in the Rights Issue. Further, Munkekullen 5 Förvaltning AB and Buntel AB, having underwritten a total of NOK 50 million of the Rights Issue, were allocated a total of 25,000,000 warrants at equal terms to the warrants allocated to subscribers in the Rights Issue, as compensation for their underwriting commitment. Consequently, a total of 54,519,478 warrants (the “Warrants“) were allocated to subscribers in the Rights Issue, Munkekullen 5 Förvaltning AB and Buntel AB.

The Warrants may be exercised during the exercise period from 2 June 2025 to 13 June 2025 (the “Exercise Period“).

The Warrants will be listed and tradable on Euronext Growth Oslo under the ticker code “LIFES”. The trading in the Warrants will be halted four days before the end of the Exercise Period to facilitate settlement of exercised Warrants. The Warrants will be tradable from 27 June 2024 to 16:30 (CEST) on 6 June 2025. The Warrants will hence only be tradable during parts of the Exercise Period.

If all the Warrants are exercised, the Company expects to raise additional gross proceeds of up to approximately NOK 108 million (based on the maximum exercise price of NOK 1.98174). In the event that Warrants are not exercised, the gross proceeds will be reduced corresponding to the proportion of Warrants that are not exercised.

Each Warrant will give the holder a right to subscribe for one new share in the Company at an exercise price per share equal to the volume-weighted average price (VWAP) of the company’s shares on Euronext Growth Oslo on the three last trading days prior to the first date on which the holder can exercise the Warrant in the exercise period less 30%, but in any event (i) not lower than the par value of the Company’s shares (NOK 0.40) and (ii) not exceeding the subscription price in the Rights Issue plus 30% (i.e. NOK 1.98174).

Exercise of Warrants is carried out by written notification to the Company, which must be received by the Company before the expiry of the Exercise Period. The notice shall include the number of Warrants the holder has and how many of these are exercised.

Holders of Warrants may either sell the Warrants or use them to subscribe for shares in the Company within the Exercise Period. As such, the Warrants may have an economic value for the holders, depending on the prevailing market price for the shares in the Company. Holders of Warrants who do not sell or use the Warrants to subscribe for shares in the Company may experience a dilution of their shareholding in the Company.

If the Warrants are not sold within 16:30 (CEST) on 6 June 2025 or exercised within 16:30 (CEST) on 13 June 2025 the Warrants will lapse with no compensation to the holders.

For more information pertaining to the Warrants, please see the national prospectus prepared for the Rights Issue, dated 28 May 2024 (the “Prospectus“).

The Prospectus is, subject to applicable local securities laws, available via the website of the Company (www.lifecare.no/preferential-rights-issue) and at the website of the Manager (as defined below) (www.carnegie.no/ongoing-prospectuses-and-offerings).

Contacts:

For more information, please contact:

Joacim Holter, CEO, joacim.holter@lifecare.no, +47 40 05 90 40

Renete Kaarvik, CFO, renete.kaarvik@lifecare.no, +47 94 83 82 42

For information about the Rights Issue, please contact Carnegie AS (the “Manager“): +47 22 00 93 60

About Lifecare:

Lifecare is a clinical stage medical sensor company developing technology for sensing and monitoring of various body analytes. Lifecare’s main focus is to bring the next generation of Continuous Glucose Monitoring (“CGM”) systems to market. Lifecare enables osmotic pressure as sensing principle, combined with the ability to manipulate Nano-granular Tunnelling Resistive sensors (“NTR”) on the sensor body for read-out of pressure variations. Lifecare’s sensor technology is referred to as “Sencell” and is suitable for identifying and monitoring the occurrence of a wide range of analytes and molecules in the human body and in pets.

Important information:

The offering of the securities referred to in this announcement was made by means of the Prospectus which has been registered with the Norwegian Register of Business Enterprises. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation“). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available from the Company’s registered office and, subject to certain exceptions, on the website of the Manager.

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.

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.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.

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. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice, and each of the Company, the Manager and its 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 is the responsibility of, the Company. Neither the Manager nor any of its 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.