18.6.2025 23:32:39 CEST | Thor Medical ASA | Inside information

Oslo, 18 June 2025: Reference is made to the stock exchange announcement by Thor
Medical ASA (the "Company") on 18 June 2025 regarding a contemplated private
placement of new shares in the Company raising NOK 75 million in gross proceeds
(the "Private Placement") and a separate retail offering in Norway, Denmark,
Finland and Sweden of new shares in the Company, raising gross proceeds of up to
the NOK equivalent of EUR 1 million through the PrimaryBid platform (the
"PrimaryBid Offering").

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.

Thor Medical is pleased to announce that the Private Placement and the
PrimaryBid Offering have been successfully completed.

The Company has allocated 30,000,000 new shares in the Private Placement (the
"Private Placement Offer Shares"), each at a subscription price of NOK 2.50 (the
"Subscription Price"), raising NOK 75 million in gross proceeds. The Company has
also allocated 4,577,399 new shares (the "Retail Offer Shares") at the
Subscription Price in the PrimaryBid Offering, raising approximately NOK 11.4
million in gross proceeds.

The Private Placement attracted strong interest from both existing shareholders
and new high-quality investors, including both specialist investors, family
offices and long only investors. Both the Private Placement and the PrimaryBid
Offering were oversubscribed multiple times, and the Company has allocated
shares to approximately 1,000 retail investors in the PrimaryBid Offering.

The net proceeds from the Private Placement and PrimaryBid Offering will be used
to fund an expansion of AlphaOne, Thor Medical's first commercial-scale
production facility as well as supporting working capital needs and other
corporate purposes. The AlphaOne's manufacturing capacity will be expanded by
approximately 40%. Construction of AlphaOne began in March 2025, and the plant
is expected to be fully operational by Q3 2026. The planned capacity expansion
will not impact the original timeline.

The Private Placement Offer Shares, and the Retail Offer Shares will be issued
based on the existing board authorisation granted by the general meeting of the
Company held on 24 April 2025 (the "Board Authorisation").

Settlement of the Private Placement Offer Shares and the Retail Offer Shares is
expected to take place on or about 23 June 2025. The Private Placement Offer
Shares and the Retail 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 Managers, and Scatec Innovation AS
as the lender (the "Share Lending").

Based on the Board Authorisation, the board of directors (the "Board") has
resolved to issue the 30,000,000 Private Placement Offer Shares in the Private
Placement and 4,577,399 Retail Offer Shares in the PrimaryBid Offering, all of
which will be subscribed by the Managers and, once issued, will be delivered to
Scatec Innovation AS as settlement of shares borrowed in relation to settlement
of the Private Placement and the PrimaryBid Offering.

The Private Placement Offer Shares allocated to applicants in the Private
Placement and the Retail Offer Shares allocated to applicants in the PrimaryBid
Offering, will be tradable from notification of allocation.

Following registration of the share capital increases pertaining to the Private
Placement and the PrimaryBid Offering with the Norwegian Register of Business
Enterprises, the Company will have a share capital of NOK 69,797,184 divided
into 348,985,920 shares, each with a nominal value of NOK 0.20.

Notifications of allotment of the Private Placement Offer Shares and payment
instructions are expected to be distributed to the applicants through a
notification from the Managers on 19 June 2025.

Equal treatment considerations and potential subsequent offering

The Private Placement and the PrimaryBid Offering represents a deviation from
the shareholders' pre-emptive right to subscribe for the Private Placement 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 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 as it serves the specific strategic purpose of
increasing the capacity at the Company's AlphaOne plant by approximately 40%.
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. Lastly, it has
been emphasised that the PrimaryBid Offering has provided an opportunity for
existing shareholders who were not able to participate in the Private Placement
to participate in the equity injection, thereby promoting broader shareholder
participation.

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

The Board has resolved an intention to carry out a subsequent offering (the
"Subsequent Offering") of up to 4,000,000 new shares with gross proceeds of up
to NOK 10 million at the Subscription Price, directed towards existing
shareholders in the Company as of 18 June 2025, 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 and (iii) the
registration of an national prospectus with the Norwegian Register of Business
Enterprises.

Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as
managers and joint bookrunners (collectively referred to as the "Managers") in
connection with the Private Placement and the potential Subsequent Offering.
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 & COO of Thor
Medical ASA, at the time and date stated above in this announcement.

Contacts

Brede Ellingsæter, CFO & COO, 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'.

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.

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). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the potential Subsequent Offering
which will be made on the basis of a listing and offering prospectus. Investors
should not subscribe for any securities referred to in this announcement except
on the basis of information contained in the aforementioned subscription
materials or for the Subsequent Offering, the prospectus.

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 Managers 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 Managers 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
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.

 

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