Thor Medical ASA: Private Placement and Retail Offering Successfully Completed

3.9.2026 23:17:12 CEST | Thor Medical ASA | Inside information

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Oslo, 3 September 2026: Reference is made to the stock exchange announcement by Thor Medical ASA (the "Company") on 3 September 2026 regarding a contemplated private placement of approx. 15% of the outstanding shares in the Company (the "Private Placement") and a separate retail offering of new shares in the Company, raising gross proceeds of up to the NOK equivalent of EUR 1 million, facilitated by Nordnet Bank AB (the "Retail Offering").

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

The Company has allocated 60,260,000 new shares in the Private Placement (the "Private Placement Shares") and 2,240,000 new shares in the Retail Offering (the "Retail Shares", and together with the Private Placement Shares, the "Offer Shares"), in each case at a subscription price of NOK 4.80 (the "Offer Price"), raising aggregate gross proceeds of NOK 300 million.

The Private Placement attracted strong interest from both existing shareholders and new high-quality international investors. Both the Private Placement and the Retail Offering were multiple times over-subscribed, and the Company has allocated shares to approximately 1,000 retail investors in the Retail Offering.

The net proceeds from the Private Placement and Retail Offering will be used to support the Company's entry into the US market through the establishment of downstream production capabilities and commercial infrastructure for Pb-212, to expand and diversify feedstock access, as well as for working capital and other corporate purposes.

Scatec Innovation AS, close associate of John Andersen, chair of the Board (as defined below), has been allocated 5,208,333 Offer Shares at the Offer Price. Further details regarding the allocation of Offer Shares to close associates of primary insiders will be released in a separate announcement.

The Offer Shares will be issued pursuant to the authorization to issue new shares (the "Board Authorisation") granted by the annual general meeting of the Company held on 23 April 2026.

Settlement is expected to take place on or about 8 September 2026. The Offer Shares is expected to be settled on a delivery-versus-payment (DVP) basis by delivery of existing and unencumbered shares in the Company that are already traded on Euronext Oslo Børs pursuant to a share lending agreement between the Company, the Managers (as defined below), and Scatec Innovation AS as the lender (the "Share Lending Agreement"). The Offer Shares will thus be tradable on Euronext Oslo Børs immediately following notification of allocation.

Based on the Board Authorisation, the board of directors (the "Board") has resolved to issue the Offer Shares, 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 Retail Offering under the Share Lending Agreement.

Following registration of the share capital increases pertaining to the Private Placement and the Retail Offering with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 84,500,364 divided into 422,501,820 shares, each with a nominal 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 Managers on or about 4 September 2026.

Equal treatment considerations and potential subsequent offering

The Private Placement and the Retail Offering represent 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 and 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 strategic funding of its entry into the US market. 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 Retail 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 9,400,000 new shares with gross proceeds of up to NOK 45,120,000 at the Offer Price, directed towards existing shareholders in the Company as of 3 September 2026, as registered in the VPS two trading days thereafter, who (i) were not allocated Private Placement Shares and (ii) 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 and (ii) relevant corporate resolutions being passed by the Company. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved.

Advisors

ABG Sundal Collier ASA and Arctic Securities AS 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.

Contacts

Mathias Nilsen Reierth, Head of Communications and Corporate Affairs, +47 988 05 724, mathias.reierth@thormedical.com

ABOUT THOR MEDICAL ASA

Thor Medical is a leading supplier of high-purity isotopes to the radiopharmaceutical industry. The Company's proprietary production platform combines advanced separation technology with industrial-scale manufacturing capacity to deliver a reliable, scalable and cost-efficient supply of alpha-emitting radioisotopes. Thor Medical supports radiopharmaceutical companies from early-stage development to commercialization, enabling scale-up of next-generation targeted cancer therapies.

Thor Medical's product portfolio includes lead-212 (Pb-212) and its precursor isotopes thorium-228 (Th-228) and radium-224 (Ra-224). Based on naturally occurring thorium, Thor Medical's production process requires neither irradiation nor nuclear reactors, providing significant cost advantages while minimizing radioactive waste.

Guided by its vision to become a world-leading enabler for targeted cancer therapies, Thor Medical is committed to improving millions of lives by powering the next generation of precision cancer treatment with high-purity isotopes.

Thor Medical is headquartered in Oslo, Norway, and listed on the Oslo Stock Exchange under the ticker symbol TRMED. For more information, visit https://www.thormedical.com/.

IMPORTANT NOTICE

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 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Mathias Nilsen Reierth, Head of Communications and Corporate Affairs of Thor Medical ASA, at the time and date stated above in this announcement.

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 have been offered by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials.

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 directed at and is only being distributed to persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in 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 falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons being "Relevant Persons"). The requirement to provide an approved prospectus in accordance with the requirement under section 85 of the Order does not apply as the minimum denomination of and purchase of the Offer Shares exceeds EUR 100,000 or an equivalent amount. Consequently, the investors understands that the Offer Shares may be offered only to "qualified investors" for the purposes of sections 86(1) and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are placed on the consideration or denomination of securities that can be made available. Any investment or investment activity to which this Announcement relates is only available to, and will only be engaged in with, Relevant Persons and each UK Applicant warrants that it is a relevant person. Any person who is not a Relevant Person should not act or rely on this communication or its contents.

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 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. 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 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 their 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/17848634/19051418/16897/Download%20announc ement%20as%20PDF.pdf