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Observe Medical ASA: Update on the subscription period in the
subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANY OTHER 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.
Oslo, 18 September 2025
Reference is made to the announcement by Observe Medical ASA (the "Company" or "Observe Medical", OSE
ticker "OBSVR") on 16 September 2025, regarding the entry into of an investment agreement with Songa Capital
AS. As stated in said announcement, the Company is in the process of preparing a prospectus for (i) the listing on
Euronext Expand of the 72,890,000 shares issued in the private placement placed by the Company in June 2025
(the "June Private Placement"), (ii) the contemplated subsequent offering of up to 24,000,000 new shares related to
the June Private Placement (the "Subsequent Offering") (including the listing on Euronext Expand of shares offered
in the Subsequent Offering), and (iii) the listing on Euronext Expand of 20,000,000 new shares to be issued in the
private placement directed towards Songa Capital AS and other companies affiliated with the Blystad group, subject
to approval by the extraordinary general meeting (the "Prospectus").
Publication of the Prospectus is subject to approval of the Prospectus by the Norwegian Financial Supervisory
Authority (the "NFSA"). The Company currently expects that the Prospectus will be approved by the NFSA and
published by the Company on or about 25 September 2025. Provided that the Prospectus is approved in time, the
Company expects that the subscription period in the Subsequent Offering will last from on or about 26 September
2025 at 09:00 (CEST) to 10 October 2025 at 16:30 (CEST).
The Company will issue separate stock exchange announcements when (i) the board of directors of the Company
resolves to carry out the Subsequent Offering, and (ii) the Prospectus has been approved by the NFSA.
For further information, please contact:
Jørgen Mann, CEO Observe Medical
Mobile: +45 408 67 558
E-mail: jorgen.mann@observemedical.com
Johan Fagerli, CFO Observe Medical
Mobile: +47 958 12 765
E-mail: johan.fagerli@observemedical.com
About Observe Medical:
Observe Medical is a Nordic medtech company that develops, markets and sells innovative medtech products for
the global market. The Company is committed to improving patient welfare and patient outcomes, improving clinical
data accuracy and promoting positive health economics.
The Company seeks to drive growth by leveraging its expertise in sales and commercialisation of its broad portfolio
of medical technology products, mainly in urine measurement and ultrasound, in combination with targeted M&A and
distribution. Observe Medical is working with a network of leading distributors to provide outstanding solutions for
healthcare professionals globally.
The Company is headquartered in Oslo, Norway.
Further information is available at www.observemedical.com.
- IMPORTANT INFORMATION –
The information contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the SB1 Markets AS (the "Manager"), nor or any of its affiliates or any of
their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any
use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been
prepared by and is the sole responsibility of Observe Medical.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or
in part, directly or indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa or the United
States (including its territories and possessions, any State of the United States and the District of Columbia) or any
other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication,
distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform themselves about and observe any
such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this
announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or
sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance
with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein
in the United States or to conduct a public offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any
applicable implementing measures in any Member State). Any offering of the securities referred to in this
announcement will be made by means of a prospectus which will be prepared and which is subject to the approval
by the Norwegian Financial Supervisory Authority. Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned prospectus.
In any EEA Member State other than Norway, this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e. only to investors
who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are
"qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of
the European Union (Withdrawal) Act 2018 and 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The Manager and its affiliates are acting
exclusively for the Company and no-one else in connection with the transactions described in this announcement.
They will not regard any other person as their respective clients in relation to the transactions described in this
announcement and will not be responsible to anyone other than the Company, for providing the protections afforded
to their respective clients, nor for providing advice in relation to the transactions described in this announcement, the
contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Manager and any of its affiliates, acting as
investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities of the Company or related investments in
connection with the transactions described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and
any of its affiliates acting as investors for their own accounts. The Manager does not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect",
"anticipate", "intend", "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 believes 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 its control. 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. Forward-looking statements speak only as
of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Manager
and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as a result of new information, future
developments or otherwise. The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
