10.1.2025 13:30:55 CET | Thor Medical ASA | Additional regulated information
required to be disclosed under the laws of a member state

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 10 January 2025. Reference is made to the announcement by Thor Medical ASA
(the "Company") on 12 December 2024, regarding the successful placement of a
private placement in the Company raising gross proceeds of NOK 157.5 million
(the "Private Placement") and a potential subsequent offering of up to
11,000,000 new shares (the "Offer Shares") at a at a subscription price of NOK
2.50 per share (the "Subsequent Offering"). The subscription price is equal to
the subscription price in the Private Placement.

Approval and publication of the prospectus:

The Norwegian Financial Supervisory Authority has today approved a prospectus
prepared by the Company for (i) the listing on Euronext Oslo Børs of the shares
issued in the Private Placement and the PrimaryBid Offering, and (ii) the
Subsequent Offering (including the listing of the issued Offer Shares on
Euronext Oslo Børs) (the "Prospectus").

The Prospectus, including the subscription form for the Subsequent Offering,
will be made available at the Manager's website at 
www.carnegie.no/ongoing-prospectuses-and-offerings/ -
http://www.carnegie.no/ongoing-prospectuses-and-offerings/ and at the Company's
website at https://www.thormedical.no/ before the Subscription Period commences.

The Subsequent Offering:

The Company has resolved to proceed with the Subsequent Offering, which may
raise a total gross proceed of up to NOK 27.5 million. The Subsequent Offering
will be directed towards existing shareholders in the Company as of the end of
trading on 11 December 2024, as registered in the Euronext Securities Oslo
("ESO") on 13 December 2024 (the "Record Date"), who (i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated offer
shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful, or for jurisdictions other than Norway,
would require any filing, registration or similar action (the "Eligible
Shareholders").

The subscription period for the Subsequent Offering commences on 13 January 2025
09:00 CET and ends on 24 January 2025 at 12:30 CET (the "Subscription Period").

Each Eligible Shareholder will be granted 0.08847 non-transferable subscription
rights for each existing share registered as held by each such Eligible
Shareholder as of the Record Date, rounded down to the nearest whole
subscription right. Each subscription right will give the right to subscribe
for, and be allocated, one (1) share in the Subsequent Offering.
Over-subscription will be permitted. Subscription without Subscription rights
will not be permitted.

The Subscription Rights must be used to subscribe for Offer Shares prior to
expiry of the Subscription Period on 24 January 2025 at 12:30 hours (CET).
Subscription rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.

Notifications of allocated Offer Shares and the subscription amount to be paid
by each subscriber are expected to be distributed to the subscribers on or about
27 January 2025. The due date for payment of the Offer Shares is expected to be
30 January 2025. Subject to timely payment, the share capital increase
pertaining to the Offer Shares is expected to be registered in the Norwegian
Register of Business Enterprises on or about 4 February 2025. The Offer Shares
is expected be registered in ESO in book-entry form and are expected to be
delivered to the applicant's ESO account on or about 5 February 2025. The Offer
Shares will have equal rights and rank pari passu with the Company's other
shares.

Further information about the Subsequent Offering and the subscription
procedures is included in the Prospectus.

The completion of the Subsequent Offering is subject to (i) all necessary
corporate resolutions being validly made by the Company, including the board of
directors resolving to issue the Offer Shares, (ii) receipt of payment for the
Offer Shares by the subscribers, and (iii) registration of the share capital
increase pertaining to the Subsequent Offering in the Norwegian Register of
Business Enterprises.

Listing of Tranche 2 shares

The share capital increase pertaining to the 23,396,380 shares in the Private
Placement as resolved issued by the extraordinary general meeting on 6 January
2025 (the "Tranche 2 Shares") is expected to be registered with the Norwegian
Register of Business Enterprises on or about 13 January 2025, and the Tranche 2
Shares are expected to be issued in the ESO and tradeable on Euronext Oslo Børs
on the same date.

Carnegie AS is acting as sole bookrunner (the "Manager") in the Subsequent
Offering. Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical
ASA.

Contacts

Brede Ellingsæter, CFO, Thor Medical ASA, +47 472 38 440, 
brede.ellingseter@thormedical.com

 

ABOUT THOR MEDICAL ASA

Thor Medical is an emerging supplier of radionuclides, primarily alpha particle
emitters, from naturally occurring thorium. Its proprietary production process
requires no irradiation or use of nuclear reactors, and provides reliable,
environmentally friendly, cost-efficient supply of alpha-emitters for the
radiopharmaceutical industry. Thor Medical is headquartered in Oslo, Norway and
listed on the Oslo Stock Exchange under the ticker symbol 'TRMED'.

To learn more, visit www.thormedical.no - http://www.thormedical.no - 
https://www.thormedical.no.



This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Growth Oslo and section
5-12 of the Norwegian Securities Trading Act.

 

Important Notices 

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 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 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
Managers nor any of its affiliates accepts 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.

ATTACHMENTS

Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17848634/18381222/5521/Download%20announce
ment%20as%20PDF.pdf