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.

Reference is made to the stock exchange announcement from Hofseth BioCare ASA ("HBC" or the "Company") published on 26 June 2026 regarding a private placement (the "Private Placement") of between 96,153,846 and 134,615,384 new shares ("Offer Shares") at a fixed price per share of NOK 1.30 (the "Offer Price") corresponding to a total Private Placement size of between approximately NOK 125 million and NOK 175 million (the "Offer Size").

The Company is pleased to announce that the Board of Directors has now allotted 111,154,608 Offer Shares at the Offer Price, corresponding to gross proceeds of approximately NOK 144.5 million. The Offer Shares will be settled with a combination of cash and conversion of receivables towards the Company, of which Offer Shares for an amount of approximately NOK 66.5 million will be settled through conversion of receivables towards the Company.

The net proceeds of the Private Placement will be used for growth capital, strengthening of the balance sheet and for general corporate purposes.

The following investors pre-committed to subscribe for Offer Shares and have been allocated Offer Shares in the Private Placement as set out below:

• Scatterty Holdings Ltd has been allocated 38,461,538 Offer Shares for a total subscription amount of approximately NOK 50,000,000;
• Hofseth International AS has been allocated 30,384,615 Offer Shares for a total subscription amount of approximately NOK 39,500,000;
• Klaus Küttner has been allocated 2,353,846 Offer Shares for a total subscription amount of approximately NOK 3,060,000;
• Galaxy Group has been allocated 2,769,230 Offer Shares for a total subscription amount of approximately NOK 3,600,000;
• Christoph Baldegger, Board Director and primary insider of HBC, allocated 3,076,923 Offer Shares for a total subscription amount of approximately NOK 4,000,000;
• Jon Olav Ødegård, Chief Executive Officer of HBC, has been allocated 6,346,153 Offer Shares for a total subscription amount of approximately NOK 8,250,000;
• James Berger, Chief Commercial Officer of HBC, has been allocated 6,346,153 Offer Shares for a total subscription amount of approximately NOK 8,250,000;
• Dr. Bomi Framroze, Chief Scientific Officer of HBC, has been allocated 2,435,384 Offer Shares for a total subscription amount of approximately NOK 3,166,000;
• Dr. Crawford Currie, Head of Medical R&D at HBC, has been allocated 2,435,384 Offer Shares for a total subscription amount of approximately NOK 3,166,000;
• Leif Arne Giske, Accounting Manager of HBC, has been allocated 2,435,384 Offer Shares for a total subscription amount of approximately NOK 3,166,000; and
• William Urban-Smith, Head of B2C of HBC, has been allocated 769,230 Offer Shares for a total subscription amount of approximately NOK 1,000,000.

The Private Placement will be settled in two tranches: (i) a first tranche of 78,334,609 Offer Shares ("Tranche 1") where the Offer Shares have been resolved issued pursuant to a Board authorization (the "Board Authorization") granted by the extraordinary general meeting of the Company held on 20 November 2025, and (ii) a second tranche of 32,819,999 Offer Shares ("Tranche 2") to be issued subject to approval by an extraordinary general meeting of the Company expected to be held on or about 30 July 2026 (the "EGM").

In line with this settlement structure, the Company's Board of Directors has today resolved to increase the share capital of the Company with NOK 783,346.09 through the issuance of 78,334,609 Tranche 1 Offer Shares, each with a par value of NOK 0.01.

Notices of allocation of Offer Shares (conditional in respect of Tranche 2) are expected to be distributed to the investors on or about 29 June 2026. The payment date for Tranche 1 is expected on or about 29 June 2026, and the settlement date for Tranche 1 is expected on or about 30 June 2026, following fulfilment of the Tranche 1 Conditions (as defined below). The first day of trading for the Offer Shares in Tranche 1 is expected on or about 2 July 2026, but not before the share capital increase pertaining to Tranche 1 has been registered with the Norwegian Register of Business Enterprises.

The EGM is expected to be held on or about 30 July 2026. The payment date for Tranche 2 is expected on or about 4 August 2026, and the settlement date for Tranche 2 is expected on or about 5 August 2026. The first day of trading for the Offer Shares in Tranche 2 is expected during Q3 2026, following fulfilment of the Tranche 2 Conditions and a listing prospectus for the listing of the Offer Shares in Tranche 2 being approved by the Norwegian Financial Supervisory Authority (the "Prospectus") and published by the Company.

Completion of Tranche 1 is subject to (i) the Board resolving to consummate the Private Placement by allocating and issuing the Tranche 1 Offer Shares pursuant to the Board Authorization (which has been satisfied at the time hereof), and (ii) registration of the share capital increase concerning the issuance of Tranche 1 Offer Shares in the Norwegian Register of Business Enterprises (the "Tranche 1 Conditions"). Completion of Tranche 2 is subject to (i) satisfaction of the Tranche 1 Conditions, (ii) the EGM resolving certain amendments to the terms of the Company's unlisted preference shares in Class B (as further described in the stock exchange notice announcing the Private Placement), (iii) the EGM resolving to issue the Tranche 2 Offer Shares, and (iv) registration of the share capital increase concerning the issuance of the Tranche 2 Offer Shares in the Norwegian Register of Business Enterprises (the "Tranche 2 Conditions").

Upon completion of the Private Placement, the Company will have a share capital of NOK 5,222,356.38, divided by 506,235,638 Ordinary Shares and 16,000,000 unlisted preference shares in Class B held by Hofseth International AS, each with a par value of NOK 0.01.

As further described in the stock exchange announcement regarding the launch of the Private Placement on 26 June 2026, 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 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 was in a position to raise capital in an efficient manner with and with significantly lower completion risks compared to a rights issue. The price per Offer Share in the Private Placement was set at the latest closing price of the Company's ordinary shares on 26 June 2026. In addition, the Private Placement was subject to marketing through a publicly announced private placement process. 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.

In light of the above and the results of the bookbuilding in the Private Placement, the Company's Board of Directors has resolved to not carry out a subsequent offering. In reaching this conclusion, the Board of Directors has emphasized in particular that the subscription price in the Private Placement was set at the latest closing price of the Company's ordinary shares and that shareholders that wish to limit their dilution from the Private Placement will likely be able to do so through purchases of shares in the market.

Advisor

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

This information 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

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.