Hofseth Biocare ASA

PRIVATE PLACEMENT SUCCESSFULLY PLACED - Seite 2

The Company's Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided; and (iii) the Company intends to carry out a subsequent offering directed towards shareholders not offered to participate in the Private Placement (the "Subsequent Offering"). On this basis and based on an assessment of the current equity markets, the Company's Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.

Subject to the approval of a prospectus by the Norwegian Financial Supervisory Authority, HBC will carry out a Subsequent Offering of up to 4,983,271 new shares in the Company, corresponding to gross proceeds of up to approximately NOK 40 million. The Subsequent Offering will be made on the basis of a prospectus and will be directed towards eligible shareholders in the Company who (i) are shareholders as of 15 October 2020, as registered in the VPS as of 19 October 2020, (ii) were not provided with insider information in the pre-sounding phase of the Private Placement, (iii) were not allocated Offer Shares in the Private Placement, or (iv) 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 (the "Eligible Shareholders"). The Eligible Shareholders will be granted non-tradable subscription rights. Over-subscription will be permitted, but subscription without subscription rights will not be permitted in the Subsequent Offering. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus, and the subscription price in the Subsequent Offering will be the same as in the Private Placement.