Hofseth Biocare ASA: CONTEMPLATED PRIVATE PLACEMENT

Hofseth Biocare ASA: CONTEMPLATED PRIVATE PLACEMENT

01 Jul 2022 16:53 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.

(Ålesund, 1 July 2022) Hofseth Biocare ASA ("HBC" or the "Company") has resolved
to effect a contemplated private placement of new shares, after the close of
trading on Oslo Børs today (the "Private Placement").

The Private Placement is directed towards Norwegian and international investors,
subject to applicable exemptions from relevant registration, filing and
prospectus requirements, and subject to other applicable selling restrictions.
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 amounts below EUR 100,000 to the extent exemptions from the prospectus
requirement in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

Through the Private Placement, the Company is offering up to 35,490,000 new
shares (the "Offer Shares") in the Company to raise gross proceeds of up to NOK
141 million. The subscription price per Offer Share is NOK 4 (the "Offer Price")
and has been determined based on discussions with the potential subscribers in
the Private Placement. The allocation of Offer Shares in the Private Placement
will be determined by the Company's board of directors following the application
period. The application period commences today at 16:30 CEST and will close at
08:00 CEST on 4 July 2022. The Company may, however, at its sole discretion,
extend or shorten the application period at any time and for any reason. The
Company will announce the final number of Offer Shares placed in the Private
placement in a stock exchange announcement expected to be published on or about
4 July 2022.

The net proceeds of the Private Placement will be used for general corporate
purposes.

The completion of the Private Placement is subject to; (i) the necessary
corporate resolutions of the Company being made, i.e. approval of the Private
Placement and the allocation of the Offer Shares by the Company's board of
directors, and (ii) payment of all share deposits and registration with the
Norwegian Register of Business Enterprises of the share capital increase in the
Company pertaining to the Private Placement. The Offer Shares allocated in the
Private Placement will be settled partially through cash payment and partially
through conversion of debt.

CEO Roger Hofseth (through RH Industri AS) and existing shareholders Aqua-Spark
and Bonafide have collectively indicated that they will subscribe for in total
approximately NOK 129 million in the Private Placement.

The Offer Shares allocated in the Private Placement will be settled towards the
investors in the Private Placement as soon as practicable after full payment has
been received and the share capital increase pertaining to the Private Placement
has been registered with the Norwegian Register of Business Enterprises. The
payment date will be on or about 6 July 2022. However, Offer Shares allocated to
Aqua-Spark will be resolved issued through a separate resolution to increase the
share capital, with payment date on or about 24 July 2022. Aqua-Spark will
receive Offer Shares allocated to them as soon as possible after full payment
from Aqua-Spark has been received, and the share capital increase pertaining to
those Offer Shares has been registered. In addition, delivery of Offer Shares
may be made on a delivery versus payment for up to 2 million Offer Shares
through a share lending arrangement between Ødegård Prosjekt AS (a close
associate of CFO Jon Olav Ødegård) and the Company.

The Company's board of directors has considered the structure of the
contemplated Private Placement in light of the equal treatment obligations under
the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is
of the opinion that it is in the common interest of the Company and its
shareholders to raise equity through the Private Placement. The existing
shareholders' preferential rights to subscribe for new shares may be deviated
from. By structuring the equity raise as a private placement, the Company is
expected to raise equity efficiently, with no discount to the current trading
price, at a lower cost and with a significantly lower risk compared to a rights
issue. Further, the Offer Price has been fixed to a premium towards the
prevailing market price of the Company's shares. Based on the foregoing, it is
currently not planned to conduct a subsequent repair issue directed towards
shareholders not participating in the Private Placement.

Advokatfirmaet CLP DA acts as Norwegian legal counsel in connection with the
Private Placement.

For further information, please contact:

James Berger, CCO at HBC
Phone: +41 79 950 1034
E-mail: [email protected]

Jon Olav Ødegård, CFO at HBC
Phone: +47 936 32 966
E-mail: [email protected]

About HBC:

HBC is a Norwegian consumer and pet health ingredient supplier and an incubator
for new pharmaceutical drug leads. Research is ongoing to identify the
individual elements within its ingredients that modulate inflammation and
the immune response with pre-clinical studies ongoing in multiple clinics and
university research labs. Lead clinical and pre-clinical candidates are focused
on developing an oral treatment for inflammatory disease driven by eosinophils
(a type of white blood cell). Clinical trial work with the oil is ongoing to
ameliorate lung inflammation in eosinophilic asthma and COPD ("smokers lung") as
well as in COVID. Other leads are focused on the protection of the Gastro-
Intestinal (GI) system against inflammation (including ulcerative colitis and
the orphan condition necrotising enterocolitis) and using peptide fractions of
salmon protein hydrolysate (SPH also known as 'ProGo') as a Medical Food to help
treat age-related Sarcopenia, and as a treatment for Iron Deficiency Anemia.

The company is founded on the core values of sustainability, optimal utilization
of natural resources and full traceability. Through an innovative hydrolysis
technology, HBC can preserve the quality of the lipids, proteins and calcium
from fresh salmon off-cuts. HBC's headquarters are in Ålesund, Norway with
branches in Oslo, London, Zürich, Ningbo, New Jersey and Palo Alto.

HBC is listed on Oslo Børs with ticker "HBC". More information about HBC at
hofsethbiocare.com and facebook.com/hofsethbiocare.

This information was considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by Jon
Olav Ødegård, Chief Financial Officer, on the time and date provided.

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. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

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 or their
securities 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 2017/1129 as amended together with any applicable
implementing measures in any Member State.

In the United Kingdom, this communication is only addressed to and is only
directed at "qualified investors" within the meaning of Regulation (EU)
2017/1129 as it forms part of the laws of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (including any statutory instruments made
in exercise of the powers conferred by such act) 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 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.

Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in demand for the
Company's products, changes in the general economic, political and market
conditions in the markets in which the Company operate, the Company's ability to
attract, retain and motivate qualified personnel, 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 provide
any guarantees 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 document.

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 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 in the Company. Neither the Company
nor any of its affiliates accept any liability arising from the use of this
announcement.

More information:
Access the news on Oslo Bors NewsWeb site

Source

Hofseth BioCare ASA

Provider

Oslo Børs Newspoint