Lifecare – Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. 

Lifecare AS ("Lifecare" or the "Company") has retained Carnegie AS as bookrunner
and manager (the "Manager") to advise on and effect a contemplated private
placement directed towards Norwegian and international investors, subject to and
in compliance with applicable exemptions from relevant prospectus or
registration requirements (the "Private Placement"). The Company is
contemplating to raise gross proceeds of between NOK 40 and 50 million by
issuing new shares (the "Offer Shares" or "New Shares") in the Company through
an accelerated bookbuilding process.

The Company intends to use the net proceeds from the Private Placement for: (i)
Further research, development and clinical studies of the implantable sensor
Sencell towards CE mark, (ii) strengthening the Company's balance sheet to
ensure financial capacity and flexibility to pursue growth opportunities, (iii)
preparation and investments related to production set-up, (iv) continue to
develop the organization and internationalize the Company, and (v) working
capital as well as for general corporate purposes.

The Company's two largest shareholders have pre-committed to subscribe for new
shares in the contemplated Private Placement without reservation on terms or
request for pre-commitment fee: 

Teigland Eiendom AS (largest shareholder, holding 20.7%):	NOK 10 million 
Lacal AS (second largest shareholder, holding 14.2%):		NOK 10 million

The final number of Offer Shares and the subscription price for the Offer shares
will be determined by the Company's Board of Directors (the "Board").  The
application period for the Private Placement will commence on 26 October 2022 at
16:30 CEST and is expected to close on 27 October 2022 at 08:00 CEST (the
"Application Period"). The Company, after consultation with the Manager,
reserves the right to at any time and in its sole discretion resolve to close or
to extend the Application Period or to cancel the Private Placement in its
entirety without further notice. If the Application Period is shortened or
extended, any other dates referred to herein may be amended accordingly.

Allocation of the shares in the Private Placement will be determined after the
expiry of the Application Period, and the final allocation will be made by the
Board at its sole discretion, following advice from the Manager. Delivery versus
payment settlement of the New Shares will be facilitated by existing and
unencumbered shares in the Company being borrowed by the Manager from Teigland
Eiendom AS pursuant to a share lending agreement between such party and the
Company. The shares will thus be tradable from allocation. The Manager will
settle the share loan with new shares in the Company to be issued by a
resolution of the Board pursuant to authorizations granted by the extraordinary
general meeting held on 6 May 2022. 

Completion of the Private Placement is subject to the corporate resolutions of
the Company required to implement the Private Placement, including a resolution
of the Board to proceed with the Private Placement following the expiry of the
Application Period and to increase the share capital of the Company by the
issuance of the New Shares.

The Board has considered alternative structures for the raising of new equity.
Following careful considerations, the Board is of the view that it will be in
the common interest of the Company and its shareholders to raise equity through
a private placement setting aside the pre-emptive rights of the shareholders. By
structuring the transaction as a private placement, the Company will be in a
position to raise capital in an efficient manner. In addition, the Private
Placement will be subject to marketing through a publicly announced book
building process. By this, a market-based subscription price will be achieved. 

The Company may, subject to completion of the Private Placement, and certain
other conditions, propose to carry out a subsequent offering of new shares
which, subject to applicable securities law, will (subject to changes to the
Application Period) be directed towards existing shareholders in the Company as
of 26 October 2022 (as registered in the VPS two trading days thereafter), who
(i) were not allocated Offer Shares in the Private Placement, and (ii) 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.


This is Lifecare
Lifecare is a Bergen-based technology company developing a miniaturized
implantable long-term sensor for correct and continuous monitoring of blood
sugar in people with diabetes. The Company's patented technology also has the
potential for use in various biomarkers. Lifecare AS is listed on Euronext
Growth (LIFE).

For further information, please contact:
Joacim Holter, CEO, Lifecare AS,  joacim.holter@lifecare.no, +47 40 05 90 40

This announcement contains information which is considered by the Company to be
inside information pursuant to the EU Market Abuse Regulation, and which is
subject to the disclosure requirements pursuant to section 5-12 the Norwegian
Securities Trading Act.

This announcement was published on behalf of the Company by Joacim Holter, CEO
of the Company on 26 October 2022 at 16:30 CEST.

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. Any offering of the securities referred to in
this announcement will be made by means of a set of subscription materials
provided to potential investors. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned subscription material. 

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 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
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 believe 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 their 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. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement. 

In connection with the Private Placement, the Manager and any of its affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Private Placement or otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Manager and any of its affiliates acting as investors for
their own accounts. The Manager does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so. 

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.