Qlife Holding AB ("Qlife" or the "Company") announced on 29 January 2025 that it had entered into an agreement for a credit facility of up to SEK 5.60 million (the "Credit Facility") with JEQ Capital AB (the "Lender"). According to the agreement, the Lender has the right to convert all or part of the disbursed amounts under the Credit Facility into shares through directed set-off issues. In accordance with the terms of the agreement, the subscription price per share in such directed issues has been set at SEK 3.00. The Company today announces that the Board of Directors, with the support of the authorization granted by the annual general meeting on 28 May 2025, is carrying out a directed issue of 823,584 shares (the "Directed Issue") to the Lender, following the Lender's request to convert a total of approximately SEK 2.47 million under the Credit Facility.

The Directed Issue

Qlife announced on 29 January 2025, in connection with the announcement of the rights issue which subscription period ended on 25 February 2025, that the Company had entered into an agreement with the Lender regarding the Credit Facility of up to SEK 5.60 million. The Credit Facility provides the Lender with the right to convert disbursed amounts under the Credit Facility into shares through directed set-off issues. Following the Lender's request to convert a total of approximately SEK 2.47 million, which includes set up fee, interest and disbursed amounts under the Credit Facility, the Board of Directors of Qlife has today resolved to carry out the Directed Issue of 823,584 shares. In accordance with the Credit Facility, the subscription price per share in the Directed Issue has been set at SEK 3.00.

The Board of Directors' considerations

The Company entered into the Credit Facility in connection with the rights issue, which subscription period ended 25 February 2025. The Board of Directors carefully considered the possibility of financing the Company solely through the rights issue but concluded that this could entail a risk of missing potential growth opportunities. The Board of Directors therefore considers it beneficial for both the Company and its shareholders that the Company has an additional source of financing through the Credit Facility. The Board of Directors considers this to be a sufficient basis for deviating from the main rule that share issues should be carried out with preferential rights for existing shareholders.

The Credit Facility

The Company entered into the Credit Facility on 29 January 2025. The Credit Facility would be disbursed no earlier than 30 June 2025 and amounts to a maximum of SEK 5.60 million. The Credit Facility had a set-up fee of 7.5 percent and disbursed amounts under the Credit Facility carries an interest rate of 1.5 percent for each commenced thirty-day period. As part of the compensation, the Lender received 1,250,000 warrants of series TO7. The Lender has the right, but not the obligation, to refrain from disbursing the loan if, at the time of the drawdown, the amount to be disbursed exceeds 20 percent of the borrower's then-current market value. Disbursed amounts under the Credit Facility will fall due 31 March 2026.

The Lender has the right to convert disbursed amounts under the Credit Facility at a subscription price corresponding to SEK 3.00. The Board of Directors has ensured the marketability of the subscription price and the other terms and conditions in consultation with financial advisors based on the prevailing market conditions for raising capital and after arm's length negotiations between the Company on the one hand and the investors and the Lender on the other hand. In light of the above, the Board of Directors is of the opinion that the subscription price and the other terms and conditions has been secured at market conditions. The reason why the Lender will be entitled to convert its loan is that the Lender has provided the Credit Facility.

Shares, share capital and dilution

As a result of the Directed Issue, the share capital in Qlife will increase by SEK 131,773.44 to a total of SEK 2,129,359.20 and the number of shares will increase by 823,584 to a total of 13,308,495 shares, which entails a dilution of approximately 6.2 per cent of the total number of shares and votes in the Company after registration of the new shares with the Swedish Companies Registration Office.

Advisors

Eminova Partners Corporate Finance AB act as financial advisor, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Directed Issue. Moll Wendén Advokatbyrå AB is legal advisor to Qlife.

Thomas Warthoe

Chief Executive Officer (CEO)

Phn: +45 21 63 35 34

E-mail: tw@egoo.health

Important information

The publication, release or distribution of this press release in certain jurisdictions may be restricted by law and persons in the jurisdictions in which this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction in which such offer or solicitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. A prospectus will not be prepared in connection with the Directed Issue.

This press release does not constitute an offer or invitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States of America, Canada, Australia, New Zealand, Japan, Hong Kong, South Korea, Singapore, South Africa, Switzerland, Russia or Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions contrary to this instruction may constitute a violation of applicable securities laws.

This press release does not identify or purport to identify any risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe or otherwise acquire or transfer securities in any jurisdiction. This press release does not constitute a recommendation for any investor's decision regarding the Directed Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities may go down as well as up and past performance is no guide to future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs or expectations regarding the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and can be identified by the use of words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "anticipates", "should", "could" and, in each case, the negatives thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, many of which are based on additional assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that they will materialize or that they are accurate. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, actual results or outcomes could differ materially from those in the forward-looking statements for a variety of reasons. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements contained in this press release are accurate and any reader of this press release should not place undue reliance on the forward-looking statements contained in this press release. The information, opinions and forward-looking statements expressed or implied herein are made only as of the date of this press release and are subject to change. Neither the Company nor anyone else undertake 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 press release, unless required to do so by law or the rules of Nasdaq First North Growth Market.