Lifecare ASA: Exercise price for the Warrants issued in connection with the Right Issue

Reference is further made to the extraordinary general meeting of the Company held on 17 September 2024, where it was resolved to consolidate the Company’s shares in the ratio of 13:1, whereby 13 existing shares, each with a nominal value of NOK 0.40, were consolidated to one share with a nominal value of NOK 5.20. Pursuant to the terms of the Warrants, the Warrants were consolidated in the same ratio as the Company’s shares, whereby 13 existing Warrants were consolidated to one Warrant. Following this consolidation, 4,193,806 Warrants are outstanding as of today.

Each Warrant gives the holder the right to subscribe for one (1) new share in the Company, each with a nominal value of NOK 5.20. The Warrants may be exercised during the exercise period from 09:00 hours (CEST) on 2 June 2025 to 16:30 hours (CEST) on 13 June 2025 (the “Exercise Period“) at an exercise price per share equal to the volume-weighted average price (VWAP) of the Company’s shares on Euronext Oslo Børs on the three last trading days prior to the first date on which the holder can exercise the Warrants in the Exercise Period less 30%, but in any event (i) not lower than the par value of the Company’s shares (NOK 5.20); and (ii) not exceeding NOK 25.76262 (the subscription price in the Rights Issue, as adjusted to take into account the above-mentioned 13:1 share consolidation, plus 30%).

Based on the criteria above, the exercise price per new share is NOK 5.31681.

The Warrants are listed and tradeable on Euronext Growth Oslo under the ticker code “LIFES”. The trading in the Warrants will be suspended four days before the end of the Exercise Period to facilitate the settlement of the exercised Warrants. The Warrants will thus be tradeable until 16:30 hours (CEST) on 6 June 2025.

Warrants that are not exercised to subscribe for new shares before the end of the Exercise Period at 16:30 hours (CEST) on 13 June 2025 or sold before 16:30 hours (CEST) on 6 June 2025 will have no value and will lapse without compensation to the holder. Holders of Warrants who do not exercise their Warrants within the Exercise Period may experience a dilution of their shareholding in the Company.

Important notice

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 (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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 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 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 its affiliates make any representation as to the accuracy or completeness of this announcement and the Manager does not accept any responsibility or liability 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 accept 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.