12.12.2024 00:31:27 CET | Thor Medical ASA | Inside information

Oslo, 12 December 2024. Reference is made to the stock exchange announcement by
Thor Medical ASA (the "Company") on 11 December 2024 regarding a contemplated
private placement of new shares in the Company through an accelerated
book-building process (the "Private Placement").

 Thor Medical is pleased to announce that the book-building for the Private
Placement has been successfully completed. The Company has allocated 63,000,000
new shares in the Private Placement, each at a subscription price of NOK 2.50
per Offer Share (the "Subscription Price"), raising NOK 157.5 million in gross
proceeds.

The Company has also completed a retail offering in Norway, Sweden, Denmark and
Finland of 6,029,300 new shares (together with the new shares in the
contemplated private placement, the "Offer Shares"), raising approximately NOK
15 million in gross proceeds via the PrimaryBid platform (the "PrimaryBid
Offering").

The Private Placement and the PrimaryBid Offering attracted strong interest from
both new investors and existing shareholders. The Private Placement was
oversubscribed multiple times, and the Company has allocated shares to more than
1,000 retail investors in the PrimaryBid Offering.

"These transactions represent a major step forward towards realising our vision
to become a world leading supplier of alpha emitters for cancer therapy, as we
are securing the funding of AlphaOne, our first commercial-scale plant for
production of radioisotopes. We already have significant sales agreements in
place and are in discussions about future deliveries with all the leading
radiopharmceutical companies aiming to deliver next-generation precision cancer
therapy with alpha emitters" says CEO Jasper Kurth in Thor Medical ASA. 

The net proceeds from the Private Placement and the PrimaryBid Offering will be
used to towards financing the equity portion of AlphaOne, the Company's first
commercial-scale plant for production of high-quality radioisotopes for cancer
treatment, as well as supporting working capital needs and other corporate
purposes.

A final investment decision (FID) for the AlphaOne plant is planned for the end
of the first quarter 2025, upon completion of ongoing procurement and
engineering work. Provided successful completion of the transaction and
execution of indicative offers for loan and working capital financing, AlphaOne
plant will be fully funded through commissioning and production ramp-up of the
plant, securing the Company cash positive operations.

The Private Placement consists of two tranches, whereof the 39,603,620 Offer
Shares in the first tranche will be issued based on the existing Board
authorisation granted by the general meeting of the Company on 11 April 2024
(the "Board Authorisation") ("Tranche 1"). The second tranche consists of
23,396,380 Offer Shares, and is conditional on approval by the general meeting
of the Company ("Tranche 2"). The Offer Shares in the PrimaryBid Offering will
be issued based on the existing Board Authorisation. 

Settlement of Offer Shares in Tranche 1 is expected to take place on or about 16
December 2024, and settlement of Offer Shares in Tranche 2 is expected to take
place on or about 8 January 2025, subject to a resolution by the general meeting
(the "GM"), scheduled to be held on or about 6 January 2025. The Offer Shares
will be settled through a delivery versus payment transaction on a regular T+2
basis with existing and unencumbered shares in the Company that are already
traded on Euronext Oslo Børs pursuant to a share lending arrangement between the
Company, the Manager, and Scatec Innovation AS as the lender (the "Share
Lending").

Based on the Board Authorization the board of directors (the "Board") has
resolved to issue the 39,603,620 Offer Shares in Tranche 1 and 6,029,300 Offer
Shares in the PrimaryBid Offering, all of which will be subscribed by the
Manager and, once issued, will be delivered to Scatec Innovation AS as
settlement of shares borrowed in relation to settlement of Tranche 1 and the
PrimaryBid Offering. The Offer Shares in Tranche 2 will be issued following, and
subject to, a resolution by the GM, all of which will be subscribed by the
Manager and, once issued, will be delivered to Scatec Innovation AS as
settlement for shares borrowed in relation to settlement of Tranche 2.

The Offer Shares allocated to applicants in Tranche 1 and in the PrimaryBid
Offering will be tradable from notification of allocation. The Offer Shares
allocated to applicants in Tranche 2 will be tradeable subject to a resolution
by the GM to issue the Offer Shares in Tranche 2. Completion of Tranche 1 is not
conditional upon completion of Tranche 2. The settlement of Offer Shares under
Tranche 1 will remain final and binding and cannot be revoked, cancelled or
terminated by the respective applicants if Tranche 2 is not completed. The
Company reserves the right in its sole discretion to cancel Tranche 2 if the
relevant conditions are not fulfilled, including the resolution by the GM to
issue the Offer Shares in Tranche 2. If Tranche 2 is not completed (e.g. due to
non-approval by the GM), applicants will not be delivered Offer Shares in
Tranche 2, and the Company will only receive the gross proceeds for the issue of
the 39,603,620 Offer Shares issued under the Board Authorization in Tranche 1
and the issue of the 6,029,300 Offer Shares issued under the Board Authorization
in the PrimaryBid Offering.

Following registration of the share capital increase pertaining to Tranche 1 and
the PrimaryBid Offering with the Norwegian Register of Business Enterprises, the
Company will have a share capital of NOK 56,098,479 divided into 280,492,395
shares, each with a par value of NOK 0.20. Further, following and subject to
registration of the share capital increase in Tranche 2 with the Norwegian
Register of Business Enterprises, the Company will have a share capital of NOK
60,777,755 divided into 303,888,775 shares, each with a par value of NOK 0.20.

Notifications of allotment of the Offer Shares and payment instructions are
expected to be distributed to the applicants through a notification from the
Manager on 12 December 2024 before the market opens.

Equal treatment considerations and potential subsequent offering

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Public Limited Companies Act, the Norwegian Securities Trading
Act, the rules on equal treatment under Oslo Rule Book II for companies listed
on Euronext Oslo Børs and the Oslo Stock Exchange's Guidelines on the rule of
equal treatment. 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,
in particular because the Private Placement enables the Company to secure equity
financing to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue.

On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.

Subject to completion of the Private Placement and certain other conditions (as
described below), the Board will consider carrying out a subsequent share
offering of up to 11,000,000 new shares raising gross proceeds of approximately
NOK 27.5 million in gross proceeds (the "Subsequent Offering"). Any Subsequent
Offering will comprise new shares offered at the same Subscription Price as the
Offer Shares towards shareholders of the Company as of 11 December 2024, as
registered in the VPS two trading days thereafter, 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 would (in jurisdictions other than
Norway) require any prospectus filing, registration or similar action. Any
Subsequent Offering will be subject to (i) the prevailing market price of the
Company's shares, (ii) relevant corporate resolutions being passed by the
Company, including the approval by the GM of the Company and (iii) the approval
and publication an offering prospectus. The Board will propose that the GM
resolves an authorisation for the Board to implement a subsequent share offering
on the terms and conditions set out above.

On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.

Carnegie AS is acting as manager (the "Manager") in connection with the Private
Placement. Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical
ASA.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Brede Ellingsæter, CFO of Thor Medical
ASA, at the time and date stated above in this announcement.

 

Contacts

Brede Ellingsæter, CFO, Thor Medical ASA, +47 472 38 440, 
brede.ellingseter@thormedical.no



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'.

 

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.

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 "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.

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. Neither the Company nor the Manager 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. 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 its 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 Manager
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

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