NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES. Prospectus. Hofseth BioCare ASA

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1 NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES Prospectus *** Hofseth BioCare ASA (A public limited liability company organised under the Norwegian Public Limited Liability Companies Act with business registration number ) Listing of 11,800,000 New Shares issued in a Private Placement announced on 22 April 2016 at a subscription price of NOK 2.0 per New Share Listing of 110,262,699 New Shares issued in the Private Placements announced on 26 August 2016 at a subscription price of NOK 1.50 per New Share Subsequent Offering of up to 13,333,334 Offer Shares in a Subsequent Offering to Eligible Shareholders The information in this prospectus (the "Prospectus") relates to the contemplated listing on Oslo Axess of 11,800,000 new shares in the Company, each with a par value of NOK 1 (the "April Private Placement Shares") in a private placement announced on 22 April 2016 (the " April Private Placement"), and the contemplated listing of 110,262,699 new shares with a par value of NOK 1 each issued by Hofseth BioCare ASA ("HBC" or the "Company", and together with its subsidiaries, the "Group") in three separate private placements directed towards, respectively, 1) the holders of the outstanding bonds under the bond agreement dated 26 May 2015 (the Bond Loan Conversion), 2) certain of the Company's other creditors (the Debt Conversion) and 3) certain existing shareholders, institutional and professional investors (the Private Offering), all of which were completed on 20 September 2016 (together the " September Private Placements" and the shares issued in the Bond Conversion, the Debt Conversion and the Private Placement are hereinafter separately referred to as, respectively, the "Bond Shares", the "Conversion Shares" and the "Private Offering Shares"). The contemplated listing of the April Private Placement Shares and the September Private Placement Shares (the Listing) is expected to take place on or about 3 October2016.

2 In addition, the Prospectus relates to the subsequent offering (the "Subsequent Offering") by the Company of up to 13,333,334 new shares with a par value of NOK 1 each (the "Offer Shares") at a subscription price of NOK 1.50 per Offer Share, and the listing of the Offer Shares. In connection with the Subsequent Offering, transferable allocation rights (the "Allocation Rights") will be granted to shareholders of the Company as of 20 September 2016, as registered in the Norwegian Central Securities Depositary (the "VPS") on 22 September 2016 (the "Record Date"), who were not allocated shares in the Private Placement and who 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"). Each Eligible Shareholder will be granted Allocation Rights for each existing share registered as held by such Eligible Shareholder as of the Record Date. Each Allocation Right gives the right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Allocation Rights that are not exercised before the end of the Subscription Period will have no value and will lapse without compensation to the holder. Over-subscription will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions. The subscription period (the "Subscription Period") for the Subsequent Offering will commence at 09:00 hours (CET) on 3 October 2016 and end at 16:30 hours (CET) on 17 October The Company's shares (the "Shares") are listed on Oslo Børs under the ticker code "HBC", and the Allocation Rights will be listed on Oslo Børs under the ticker code "HBC- T". See Section 2 Risk Factors beginning on page 17 for a discussion of certain risk factors to be considered in connection with an investment in the Offer Shares. The Allocation Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Offer Shares (pursuant to the exercise of the Allocation Rights or otherwise) may lawfully be made. The Allocation Rights and the Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act ), or with any securities regulatory authority of any state or other jurisdiction and may not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of the United States. Pursuant to this Prospectus, the Offer Shares are being offered and sold outside the United States in reliance on, Regulation S under the U.S. Securities Act ( Regulation S ) and inside the United States only to persons reasonably believed to be qualified institutional buyers ( QIBs ) (as defined in Rule 144A under the U.S. Securities Act) pursuant to an exemption from the registration requirements of the U.S. Securities Act who have executed and returned an investor letter in a form acceptable to the Company prior to exercising Allocation Rights to acquire Offer Shares. The Subsequent Offering will not be made to persons who are residents of Australia, Canada, Japan or in any jurisdiction in which such offering would be unlawful. For more information regarding restrictions in relation to the Offer pursuant to this Prospectus, see Section 5.10 Selling and Transfer Restrictions. The date of this Prospectus is 30 September av 151

3 IMPORTANT INFORMATION This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (Nw. verdipapirhandelloven) (the Norwegian Securities Trading Act ) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004, as amended, implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the Prospectus Directive ) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements ( EC Regulation 809/2004 ). As the Company qualifies as a "Small or Medium Size Enterprise" (an SME), the level of disclosure in this Prospectus is proportionate to this type of issuer, cf. EC Commission Regulation EC/486/2012. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the Norwegian FSA ) has reviewed and on 30 September 2016 approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. This Prospectus is valid for a period of twelve months following the date of approval by the Norwegian FSA. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus. Any new material information and any material inaccuracy that might have an effect on the assessment of the shares arising after the date of publication of this Prospectus and prior to completion of the Listing will be published and announced as a supplement to this Prospectus in accordance with section 7-15 of the Norwegian Securities Trading Act. Without limiting the manner in which the Company may choose to make public announcements, and subject to the Company's obligations under applicable law, announcements in relation to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system. All inquiries relating to this Prospectus must be directed to the Company. No other person is authorized to give information or to make any representation in connection with the Listing and the Subsequent Offering. If any such information is given or made, it must not be relied upon as having been authorized by the Company or by any of the employees, affiliates or advisers or any of the foregoing. The distribution of this Prospectus may be restricted by law in certain jurisdictions. The Company requires persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or solicitation of an offer to purchase, any securities in any jurisdictions or in any circumstances in which such offer or solicitation would be unlawful. The Allocation Rights and the Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers and sales of the Allocation Rights and Offer Shares (pursuant to the exercise of the Allocation Rights or otherwise) may lawfully be made. The Allocation Rights and the Offer Shares have not been, and will not be, registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, pledged, resold, granted, delivered, allocated, taken up, transferred or delivered, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities law of any state or other jurisdiction of the United States. Pursuant to this Prospectus, the Offer Shares are being offered and sold outside the United States in reliance on, Regulation S under the U.S. Securities Act ( Regulation S ) and inside the United States only to persons reasonably believed to be qualified institutional buyers ( QIBs ) (as defined in Rule 144A under the U.S. Securities Act) pursuant to an exemption from the registration requirements of the U.S. Securities Act who have executed 3 av 151

4 and returned an investor letter in a form acceptable to the Company prior to exercising Allocation Rights to acquire Offer Shares. Neither the Allocation Rights nor the Offer Shares have been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense in the United States. The Offer Shares, the April Private Placement Shares and the September Private Placement Shares (together the "New Shares") may, in certain jurisdictions, be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The content of this Prospectus are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult its own legal advisor, business advisor, financial advisor or tax advisor as to legal, business, financial and tax advice. An investment in the Company involves inherent risk, and several factors could cause the actual results, financial performance and results of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Prospectus, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in market development, limited liquidity in the Shares, as well as other company specific risk factors. Please refer to Section 2 "Risk Factors" for a description of material risk factors related to the Company, the Shares and the Private Placement. These and other risks could lead to actual results or achievements varying materially from those described in this Prospectus. Potential investors should not base their decision to invest on the Prospectus solely but should independently study and consider relevant information. The value of the Shares may be reduced as a result of these or other risk factors and investors may lose part or all of their investments. An investment in the Company should only be made by investors able to sustain a total loss of their investment. This Prospectus contains certain forward-looking statements relating to the business, financial performance and results of the Company, the industry in which it operates and/ or the market in general. Forward Looking Statements include all statements that are not historical facts, and may be identified by words such as "anticipate", "believe", "estimate", "expect", "seek to", "may", "plan", "project", "should", "will" or "may" or the negatives of these terms or similar expressions. The forward-looking statements contained in this Prospectus, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or their advisors or representatives or any of their parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward looking statements are free from errors nor does any of the accept any responsibility for the future accuracy of the opinions expressed in this Prospectus or the actual occurrence of the forecasted developments. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents is prohibited. Any dispute regarding the Prospectus shall be governed by Norwegian law and Norwegian courts alone shall have jurisdiction in matters relevant hereto. 4 av 151

5 TABLE OF CONTENTS 1 SUMMARY RISK FACTORS RESPONSIBILITY STATEMENT GENERAL INFORMATION THE PRIVATE PLACEMENTS AND THE SUBSEQUENT OFFERING PRESENTATION OF HOFSETH BIOCARE HOFSETH BIOCARE'S MARKET OVERVIEW BOARD OF DIRECTORS, MANAGEMENT AND EMPLOYEES OPERATING AND FINANCIAL INFORMATION SHARES, SHAREHOLDER MATTERS AND OWNERSHIP STRUCTURE SECURITIES TRADING IN NORWAY TAXATION IN NORWAY SELLING AND TRANSFER RESTRICTIONS ADDITIONAL INFORMATION DEFINITIONS AND GLOSSARY OF TERMS APPENDICES Appendix 1: Articles of association 5 av 151

6 1 SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a Summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the Summary with the mention of "not applicable". 1.1 Section A Introduction and Warnings A.1 Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in Hofseth BioCare should be based on a consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might under the applicable national legislation of a Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Summary including any translation thereof, and applied for its notification, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent to use prospectus by financial intermediaries For the definitions of terms used throughout this Prospectus, see Section 2 "Definitions and Glossary of Terms". Not applicable 1.2 Section B Issuer B.1 Legal and Commercial Name The Company's legal name is Hofseth BioCare ASA and it is also sometimes referred to commercially as Hofseth BioCare. 6 av 151

7 B.2 Domicile/ Legal Form/ Legislation/ Country of Incorporation B.3 Key factors relating to operations/ Activities/ Products sold/ Services performed/ Principal markets Hofseth BioCare has its registered address at 6140 Syvde, Vanylven municipality, Norway. The Company is a Norwegian public limited liability company incorporated on 5 August 2009 under the laws of Norway and is registered with the Norwegian Register of Business Enterprises with registration number The Company's registered office is Hofseth BioCare ASA, 6140 Syvde, Norway. The Company's telephone number is: The Company's web site is: ww.hofsethbiocare.no. Hofseth BioCare's current key activitiy is to provide high value added biomarine ingredients for human applications. The two most important factors in the hydrolisation process are the input of first class raw materials and a very high degree of control over the different production processes leading to the end product output. The first factor is addressed by quality control together with guarantees from the suppliers, whilst HBC's proprietary technology and advanced production facility management address the second key factor. The core business of HBC is to produce high value ingredients from salmon off-cuts. This means that the Company is neither a refiner nor a distributer, it is a production company. Hofseth BioCare produces the following four primary product fractions from the enzymatic hydrolysis: marine lipids, solvable protein hydrolysate, marine calcium and minerals and partially hydrolyzed protein. The Company do not perform any services as part of their business. Hofseth BioCare has implemented a network of distributors. The distributors cover different geographical areas. The most important markets in human nutrition are the US and Europe. Asia has experienced an important growth in the last years and HBC has established distribution in this area. B.4a Known trends The global human nutrition industry is a USD 300 billion market 1, and is projected to grow further, driven by four major factors/megatrends 2 : (i) (ii) Globalisation and changing economics (emerging markets); Health and wellness; 1 Nutrition Business Journal Nutrition Business Journal av 151

8 (iii) (iv) Food safety and sustainability; and Demographics. B.5 Group Hofseth Biocare is both a holding company and an operational company. Hofseth BioCare owns 51% of the shares in the Norwegian company Hofseth BioCare Rørvik AS. B.6 Persons having an interest in the Issuer's capital or voting rights Hofseth BioCare owns 100% of the shares in the Norwegian company HBC Berkåk AS, which is a spray drying facility that will handle drying of protein products for the Company. All Shares in the Company have equal voting rights, with each Share carrying the right to one vote at the general meeting of shareholders. The following registered shareholders have holdings in excess of the statutory thresholds for disclosure requirements: B.7 Selected historical key financial information - Hofseth International AS and related companies 3 : 46,261,981 Shares, corresponding to 19.90% of the total issued and outstanding Shares; - Deep Blue Ventures: 39,122,672 Shares, corresponding to 16.83% of the total issued and outstanding Shares; - Roger Hofseth AS: 37,047,701 Shares (including 3,850,000 Shares held on a forward contract), corresponding to 15.94% of the total issued and outstanding Shares; - Alliance Seafoods Inc: 33,333,333 Shares, corresponding to 14.34% of the total issued and outstanding Shares - The following information has been extracted from the audited consolidated financial statements as at end of the years ended 31 December 2015 and 2014 and the unaudited consolidated financial statements for the financial periods ending on 30 June 2015 and 30 June The selected financial information presented below should be read in conjunction with the financial statements incorporated by reference to the Prospectus. 3 Related companies of Hofseth International AS are Hofseth AS, Seafood Farmers of Norway AS and Hofseth Logistics AS. 8 av 151

9 Selected statement of income data (NOK 1,000) 1H 2016 (unaudited) 1H (audited) 2014 (audited) (unaudited) Gross operating 13,529 11,770 55,137 19,769 revenue Operating profit -73,008-37,716-93,345-63,217 Profit/ Loss -78,767-41, ,202-66,940 before tax Profit/ Loss for the period -78,767-41, ,202-66,940 Selected balance sheet data (NOK 1,000) 1H 2016 (unaudited) 1H 2015 (unaudited) (audited) (audited) Total non-current 121, , , ,379 assets Total current assets 36, ,757 87, ,489 TOTAL ASSETS 158, , , ,868 Total equity -23,551 89,271 32,546 78,950 Total obligations and 80,713 75,611 86,067 46,116 long-term liabilities Total current 100,846 76,875 74,735 92,803 liabilities TOTAL EQUITY AND LIABILITIES 158, , , ,868 Selected statement of cash flow data (NOK 1,000) 1H H 2015 (unaudited) 2015 (audited) 2014 (audited) (unaudited) Net cash flow from -50,513-40,768 7,967-61,471 operating activities Net cash flow from -24,113-6,961-12,374-10,320 investing activities Net cash flow from 46,706 75,797 30,741 71,84 financing activities Net change in cash and cash equivalents -27,920 28,068 26,334 1,694 Cash and cash equivalents and beginning of period 28,872 2,539 2,539 3,969 9 av 151

10 Cash and cash equivalents at end of period ,607 28,872 2,539 Significant subsequent changes B.8 Selected key pro forma financial information B.9 Profit forecast or estimate B.10 Qualifications in audit report On 20 September 2016, the Company completed the Private Placements of 110,262,699 New Shares, thus raising gross proceeds of NOK 165. Other than the above, there has not been any significant subsequent changes since 30 June Not applicable Not applicable There were qualifications in the auditors' report for the financial years 2014 and The qualifications in the auditor's report for 2014 related to the following circumstances: - Material liquidity challenges which may cause doubt as to the Group's ability to continue as a going concern. This qualification was repaired by the completion of a private placement and the issuance of bonds in a bond loan; and - Presentation of the annual accounts after deadline for presentation. The auditor's report for 2015 contains the following qualification: Emphasis of matter According to Note 2 and information in the annual report, the Parent Company and the Group have significant liquidity concerns in The liquidity challenges indicate existence of a material uncertainty that cast significant doubt about the company's ability to continue as a going concern. In a potential forced sale, the value of the Parent Company and Groups assets may be significantly lower than the carrying amounts of the assets. Our opinion is not qualified in respect of this matter. B.11 Working capital The Company is of the opinion that its working capital is sufficient to cover the Group's present requirements for the 12-month period following the date of this Prospectus. 10 av 151

11 1.3 Section C Securities C.1 Type of class of securities being offered April Private Placement On 22 April 2016, the Board of Hofseth BioCare resolved the issuance of a total of 11,800,000 New Shares in the April Private Placement, each share having a par value of NOK 1, towards certain of the Company's existing shareholders and external investors. The Subscription Price was NOK 2, corresponding to a total subscription amount of NOK 23.6 million. The subscription price in the April Private Placement has been paid in full and the share capital increase was duly registered in the Norwegian Register of Business Enterprises on 6 May The September Private Placements Bond Conversion On 20 September2016, the General Meeting of Hofseth BioCare resolved the issuance of a total of 50,221,302 Bond Shares in the Bond Conversion, each share having a par value of NOK 1, towards the holders of all outstanding bonds under the bond agreement dated 26 May 2015 between the Company and the bondholders (the Bond Agreement). The Subscription Price was NOK 1.50, corresponding to a total subscription amount of NOK 75,331,953. The share capital increase was duly registered in the Norwegian Register of Business Enterprises on 29 September Debt Conversion On 20 September2016, the General Meeting of Hofseth BioCare resolved the issuance of a total of 20,441,398 Conversion Shares in the Debt Conversion, each share having a par value of NOK 1, towards Roger Hofseth AS, Hofseth International AS and associated companies and other creditors of the Company. The Subscription Price was NOK 1.50, corresponding to a total subscription amount of NOK 30,662,097. The share capital increase was duly registered in the Norwegian Register of Business Enterprises on 29 September Private Offering On 20 September2016, the General Meeting of Hofseth BioCare resolved the issuance of a total of 50,221,302 Private Placement Shares in the Private Offering, each share having a par value of NOK 1, towards Alliance Seafood Inc., Roger Hofseth AS and Hofseth International AS. The Subscription Price was NOK 1.50, corresponding to a total subscription amount of NOK , The share 11 av 151

12 capital increase was duly registered in the Norwegian Register of Business Enterprises on 29 September Subsequent Offering On 20 September 2016, the General Meeting of Hofseth BioCare resolved the issuance of minimum 1 and maximum 13,333,334 Offer Shares in the Subsequent Offering, each share having a par value of NOK 1, towards Eligible Shareholders. The Subscription Price was NOK 1.50, corresponding to a total subscription amount of minimum NOK 1.50 and maximum NOK 20,000,001.The share capital increase is expected to be registered in the Norwegian Register of Business Enterprises on or about 21 October General The Company has one class of Shares and all Shares are equal in all respects. The New Shares will have the same VPS registrar and the same ISIN number as the Company's other Shares (securities identification code ISIN NO ). C.2 Currency NOK. C.3 Number of shares/ Par value At the date of this Prospectus, Hofseth BioCare's share capital is NOK 232,472,265, divided into 232,472,265 ordinary shares; each share is fully paid and has a par value of NOK 1. C.4 Rights attached The New Shares are ordinary shares in the Company, i.e. the same class as the Shares already issued and listed on Oslo Axess. The New Shares will obtain rights to receive dividends from the date of registration of the share capital increases in the Norwegian Business Enterprise Register. The Shares (including the New Shares) have equal rights to the Company's profits, in the event of liquidation and to receive dividends unless all the shareholders approve otherwise. C.5 Restrictions The Shares are freely transferable according to Norwegian law and the Company's Articles of Association. C.6 Listing and admission to trading The Shares are, and the Offer Shares will be, listed on Oslo Axess, under Oslo Børs ticker symbol "HBC". The Listing on Oslo Axess of the New Shares is subject to the approval of the Prospectus by the Norwegian Financial Supervisory Authority (Nw: Finanstilsynet) under the rules of 12 av 151

13 the Norwegian Securities Trading Act. Such approval was granted on [30 September] The first day of trading of the April Private Placement Shares and the September Private Placement Shares on Oslo Axess, will be on or about 3 October2016. The Company currently expects commencement of trading in the Offer Shares on Oslo Axess on or around 21 October The Shares are not listed on any other regulated market and Hofseth BioCare does not intend to seek such listing. C.7 Dividend policy Hofseth BioCare's objective is to provide its shareholders with a competitive return over time based on its earnings. Any dividend will be considered in conjunction with Hofseth BioCare's financial position, debt covenants and capital requirements for existing and new projects. As part of the covenants in the Bond Loan, the Company cannot pay dividends until the Bond Loan has been repaid in full. The Company has not paid any dividends since its incorporation. 1.4 Section D Risks Element Description of Element D.1 Key risks specific to industry or its issuer Disclosure requirements Prospective investors should consider, among other factors, the following risks relating to the market in which Hofseth BioCare operates: Perceived health concerns and food safety issues; Entering the human health and nutrition market; Ability to obtain elevated pricing; Sale of products from third parties to the end-users; and Prospective investors should consider, among other factors, the following risks related to Hofseth BioCare and its business: D.3 Key risks specific to securities Covenant compliance; Sourcing of raw materials is subject to a number of variables; and Patents. Prospective investors should consider, among other factors, the following risks related to the securities described herein: The market value of the Shares may fluctuate; There may occur a lack of liquidity in the Shares; 13 av 151

14 Future share issues may have a material adverse effect on the market price of the Shares; Shareholders will be diluted if they are unable or unwilling to participate in future share issues; Norwegian law may limit the shareholders' ability to bring an action against the Company. 1.5 Section E Offer Element Description of Element E.1 Net proceeds/ Estimated Expenses Disclosure requirements The Subscription Price per April Private Placement Share was NOK 2.00, amounting to an aggregate subscription price and gross proceeds of NOK 23.6 million. E.2a Reasons for the offer/ Use of proceeds/ Estimated net amounts The Subscription Price per September Private Placement Share and Offer Share was NOK 1.5, amounting to an aggregate subscription price and gross proceeds of NOK million in the Private Placements and minimum NOK 1 and maximum NOK 20 million in the Subsequent Offering. The Company will bear the fees and expenses related to the April Private Placement, the September Private Placements and the Subsequent Offering, which are estimated to amount to NOK 1 million (NOK 300,000 for the April Private Placement, NOK 550,000 for the September Private Placements and NOK 150,000 for the Subsequent Offering). Total net proceeds from the April Private placement and the September Private Placements will amount to about NOK million and total net proceeds from the Subsequent Offering will amount to about minimum NOK 1 and maximum NOK million. The Company needed to raise additional capital to further develop and commercialize the Company's products after several successful test productions in cooperation with existing and new customers. The further commercialization of the Company's product portfolio is a key factor for securing the Company's success. To meet this objective, the Company decided to raise additional capital through the Private Placement. The proceeds from the April Private Placement, the September Private Placements and the Subsequent Offering will be used for the following purposes and with the following estimated, net amounts: 1. NOK million in conversion of debt; 14 av 151

15 E.3 Terms and conditions of the offer 2. The remaining net proceeds of minimum NOK million and maximum NOK 41.5 million will be used for general corporate purposes, investments in new equipment and working capital. The April Private Placement The April Private Placement comprises an issuance of 11,800,000 New Shares, each with a par value of NOK 1, at a subscription price of NOK 2.00 per New Share. The Private Placement was directed to certain existing shareholders and new investors. The private placement was completed on 22 April The first day of trading of the New Shares on Oslo Børs, will be on or about 3 October2016. The September Private Placements The September Private Placements comprises an issuance of 110,262,699 New Shares, each with a par value of NOK 1, at a subscription price of NOK 1.50 per New Share. The September Private Placements was directed to bondholders under the Bond Agreement, trade creditors, certain existing shareholders and new investors. The private placement was completed on 20 September2016. The first day of trading of the New Shares on Oslo Børs, will be on or about 3 October The Subsequent Offering The Subsequent Offering (assuming full subscription) consist of an offer by the Company to issue a total of 13,333,334 Offer Shares at a subscription price of NOK 1.5 per Offer Share (equal to the subscription price in the Private Placement), raising a gross proceeds of NOK 20 million (assuming full subscription). Existing Shareholders based on their registered holding of Shares in VPS on Record Date, who were not given the opportunity to subscribe for Private Offering Shares in the Private Offering and who are not resident in a jurisdiction where such offering would be unlawful or (other than in Norway) would require any filing, registration or similar action, will receive transferable Allocation Rights providing a preferential right to subscribe for and be allocated Offer Shares in the Subsequent Offering. Each Eligible Shareholder will receive Allocation Rights for every one (1) Shares held as of Record Date. The number of Allocation Rights issued to each Shareholder will be rounded down to the nearest whole number of Allocation Rights. Each 15 av 151

16 E.4 Material interests in the Offer. E.5 Receiving Agent/ Lock-up Allocation Right grants the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Certain natural and legal persons have subscribed for New Shares through conversion of debt, and these persons may be seen to have an interest in either the Bond Loan Conversion and/or the Debt Conversion. Apart from the above, there are no interests of natural and legal persons involved in the Private Placement, including conflicting ones that are material to the issuances. The Company has not engaged any Receiving Agents in the April Private Placement or the September Private Placements or in relation to the Subsequent Offering. E.6 Dilution Shareholders who did not participate in the April Private Placement nor the September Private Placements were subject to a direct dilution of their ownership of approximately 49.66%. Shareholders who do not participate either in the April Private Placement, the September Private Placements nor the Subsequent Offering (assuming full subscription) will be subject to a direct dilution of their ownership of approximately 55.08%. E.7 Estimated expense Not applicable. The Company will not charge any costs, expenses or taxes directly to any shareholder or to any investor in connection with the Private Placement 16 av 151

17 2 RISK FACTORS Before investing in the Company, investors should carefully consider all of the information contained in this Prospectus, and in particular the following risk factors, which may affect some or all of the Company's activities, the industry in which it operates and the Company's securities. This Section contains an overview of the risk factors that are known to the Company and considered material by it. Investors should consult their own expert advisors as to the suitability of an investment in the Company's Shares. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. If any of the following risks materialise, the Company's business, financial position and operating results could be materially adversely affected, which may cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares. Additional risks and uncertainties not presently known to the Company or the Group or that the Company or the Group currently deems immaterial may also impair its business, financial condition and results of operations in the future. Investing in the Company involves inherent risks. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance. 2.1 Risks relating to the Company and the industry in which it operates Regulatory and environmental regulations The Company's operations and products are subject to environmental and health laws, regulations, treaties and conventions ("Regulations"). The sale and marketing of the Company's products will in certain of the Company's markets be subject to approvals as set forth in applicable Regulations. As a producer of aquaculture products for pet or human consumption, Hofseth BioCare may be subject to significant fines and penalties in the event of non-compliance with such Regulations, which in turn could have a material adverse effect on the Company's business, operating results or financial condition. Regulations relating to the aquaculture industry and human consumption have become more stringent in recent years, and in some cases such Regulations may impose strict liability. These Regulations may also expose the Company to liability for the conduct of or conditions caused by others, or for acts that were in compliance with all applicable Regulations at the time such actions were taken. The application of these Regulations or the adoption of new Regulations could have a material adverse effect on Hofseth BioCare's business, operating results or financial condition Health concerns and food safety issues Fish diseases have been a recurring problem for the aquaculture industry. Diseases, perceived health concerns and food safety issues may negatively impact the reputation of the aquaculture industry, and may, consequently, have a negative impact on the demand for Hofseth BioCare's marine ingredient products for the human market. Outbreaks of diseases may cause direct loss of assets, loss of quality, death or culling of the fish, and result in media attention and public concern, which 17 av 151

18 may in turn reduce the demand for Hofseth BioCare's marine ingredient products even if there is no direct risk to human health. Hofseth BioCare sells marine oil, marine calcium and soluble protein hydrolysate used as raw material in products for human consumption. Although the products sold by Hofseth BioCare are approved by regulatory authorities and are considered safe for human consumption, it is an inherent risk in such business that the products may be consumed by persons with special health conditions or that the products may in other ways cause harm to persons and lead to product liability claims, negative media attention and public concern. This could have a material adverse effect on the demand for Hofseth BioCare products, which in turn could have a material adverse effect on the Company's business, operating results and financial condition Retention of key personnel Hofseth BioCare's business and prospects depend, to a significant extent, on the continued services of its key personnel. Hofseth Biocare may, due to financial difficulties or other factors, fail to retain or attract skilled personnel to operate and provide services for its business. The loss of any of the members of its senior management or other key personnel or the inability to attract a sufficient number of qualified employees could have a material adverse effect the Company's business, results of operations and financial condition Entering the human health and nutrition market The human health and nutrition market is highly competitive. The Company may not be able to compete successfully for its products in the competitive human health and nutrition market. The competition in the market where the Company operates may lead to reduced profitability and/or expansion opportunities. Further, the Company may not be successful in entering new markets, as there may be participants with greater experience or financial strength than the Company. The Company is exposed to several markets and any changes to any of these markets will have a significant impact on the Company as a whole. If the Company is not competitive, the Company's business, results of operations and financial condition may be materially adversely affected Ability to obtain elevated pricing The Company plans to sell its marine ingredient products at prices that are higher than the prices obtained from traditional products made from fish off-cuts. There is no guarantee that the Company will be able to obtain the expected prices, and if it fails to obtain such expected pricing, such failure will have a material adverse effect on the Company's business, financial condition and operating results. Further, market conditions could lead to changes of what is perceived as obtainable prices in the market. A change in the market conditions could lead to lower sales prices or volumes, which would have a material adverse effect on the Company's business, financial condition and operating results Sale of products from third parties to the end-users Hofseth BioCare's commercialisation strategy involves the granting of licenses and entering into distribution, marketing and sales agreements with third parties, often on an exclusive basis, in each of the Company's principal markets, for the purpose of obtaining regulatory approval for marketing and selling Hofseth BioCare's marine ingredient products. Hofseth BioCare's strategy thus involves 18 av 151

19 several exclusive distribution agreements with third parties. The Company's revenues will depend on its ability to enter into such agreements, as well as the terms of these distribution, marketing and sales arrangements and the efforts of the third parties thereto, which Hofseth BioCare does not control. Currently, the Company has entered into five distribution agreements and one cooperation agreement and if the Company fails to enter into additional distribution agreements in line with its strategy, this will have a material adverse effect on the Company's business, financial condition and results of operations. The exclusive nature of the agreements, and the various restrictions on Hofseth BioCare's ability to terminate these contracts, also may make it difficult to find replacement partners should the chosen third parties fail to generate market demand and distribute Hofseth BioCare's marine ingredient products. The commercial success of Hofseth BioCare's sales strategy depends on the cooperation of its partners and the level of resources they commit to the marketing and selling of Hofseth BioCare's marine ingredient products in each respective jurisdiction and, in part, on Hofseth BioCare's ability to establish, maintain and productively manage these relationships, both in terms of sales and distribution. Chosen partners may not perform their obligations as expected, and disagreements may arise between Hofseth BioCare and such partners, leading to supply or production delays or lower sales revenues. Litigation or arbitration may also result from such disagreements, which could be time consuming and result in expensive settlements or damages payable to Hofseth BioCare's partners. Any of these events could have a material adverse effect on Hofseth BioCare's business, financial condition and results of operations. Furthermore, where Hofseth BioCare does not have exclusivity agreements with existing partners, Hofseth BioCare may seek to develop relationships with new partners. No assurance can be given that Hofseth BioCare will be able to do so successfully, and a failure to do so may limit Hofseth BioCare's ability to further commercialise the Company's current or future marine ingredient products, which could in turn have a material adverse effect on the Company's business, financial condition and results of operations Hofseth BioCare may have difficulties in managing the expected growth Hofseth BioCare expects that the Company's future growth plans, such as the planned growth through its new facility established together with Sinkaberg-Hansen AS on Rørvik through Hofseth BioCare Rørvik AS, will continue to place significant demand on the Company's management and other resources. This will require Hofseth BioCare to improve its operational, financial and internal controls across the organisation, to work to maintain its business culture, and to adopt best practices. The costs involved in expanding the Company's manufacturing operations may be higher than Hofseth BioCare expects, and the Company may not be able to avoid certain duplicative costs and delays. Hofseth BioCare's growth strategy also includes the establishment of new facilities in other places in Norway, and the Company may, in the future, decide to extend this strategy to other markets. The development of new facilities is an expensive and time-consuming venture and could potentially delay the launch and/or distribution of additional products. Hofseth BioCare may also undertake acquisitions in the future, some or all of which may require significant management time and attention in an effort to properly integrate any such business into the Company. Any inability to manage the Company's future growth could have a material adverse effect on Hofseth BioCare's business, operating result and financial condition. 2.2 Financial risks 19 av 151

20 2.2.1 Additional capital needs The Company may require additional capital in the future pursuant to its business plan, due to unforeseen liabilities or in order for it to take advantage of opportunities that may be presented to it. Further, negative developments in sales or production cost may lead to a strained liquidity position and the potential need for additional funding through equity funding, debt financing or other means. Any additional equity financing may be dilutive to the shareholders. There can be no assurance that the Company will be able to obtain necessary funding in a timely manner and on acceptable terms Foreign exchange risk Fluctuations in currency exchange rates may impact the Company's operational income. The Company expects that a large part of its operating income will be denominated in other currencies than NOK, including USD, EUR and JPY. Currency fluctuations and depreciation of foreign currencies may have a material adverse effect on the Company's business, operating results and financial condition Covenant compliance The Company's borrowing facilities contain certain restrictions and financial covenants. There can be no assurance that Hofseth BioCare will be able to comply with all such restrictions and financial covenants or that the Company's lenders will extend waivers or amend terms to avoid any actual or anticipated breaches of such restrictions or financial covenants. This could lead to acceleration of loans, including acceleration based on cross-default provisions in the borrowing facilities, which may in turn cause the Company to become insolvent and/or to file for bankruptcy Hofseth BioCare's second production facility Hofseth BioCare's agreement with Sinkaberg-Hansen AS regarding the establishment of Hofseth BioCare Rørvik AS and the new production facilities on Rørvik is conditional on the parties' ability to obtain necessary financing for the plant's production equipment. If such financing is delayed or the parties fail to obtain the necessary financing, the establishment of the production facility can be delayed or cancelled, which may have a material adverse effect on the Company's business, operating results and financial condition. 2.3 Risks relating to production and manufacturing Hofseth BioCare's production is currently concentrated in two locations. If it takes longer than projected to increase production capacity or the manufacturing facilities are damaged or closed for any reason, the Company may lose substantial revenues. The production of the Company's products is an industrial process requiring advanced equipment that may be subject to break-downs and other problems. The Company is dependent on materials and products from suppliers that could be prone to faults. The Company currently has one production facility at Midsund and one dryer facility at Berkåk. Any delays in delivery of raw material to the Midsund plant or critical damage or impairment to this facility could severely reduce or suspend the Company's production capacity for an extended time period. Moreover, the inability to fully and timely utilize the Company's facility could result in increased costs or significant delays and 20 av 151

21 could also result in breaches of the Company's distribution agreements and have an impact on the Company's products and reputation. Any disruption in production equipment, capacity, or deliveries from suppliers could have a material adverse effect on the Company's business, financial condition and operating results Sourcing of raw materials is subject to a number of variables The Company produces marine ingredients products and the Company needs sufficient access to raw material of a consistent and high quality. For the time being, such access is partly secured through agreements with two fish processers and the Company believes that the remaining quantity of raw material needed for its production can be obtained from third parties at the expected prices and quality. However, no guarantees can be made regarding the future quality of the raw material or the continued access to raw material from the expected sources, any of which could have a material adverse effect on the Company's business, financial condition and operating results. The supply and quality of this material is dependent on a variety of factors, including: local seasonal variations in temperature; levels of nutrients, impurities and salt content of the fish; environmental conditions such as pollution, both endemic and unforeseen; toxicity or pathenogenicity of the fish in any given period of time; extinction or reduction of the relevant fish stocks; actions of sole suppliers; demand levels from the fish feed industry; and regulatory decisions by the relevant governments or international organisations. Hofseth BioCare pays a fixed price per kilo for salmon off-cuts, which will be negotiable on a regular basis based on the various contracts the Company has with its suppliers. Although the Company will seek to pass price increases on to purchasers through increases in the price of its products, any increase in the prices for the raw materials could raise the Company's costs of production. Any change in the availability or quality of salmon off-cuts or other materials the Company requires may impact its ability to produce its products at optimal levels or raise production costs, which could have a material adverse effect on its business, operating result and financial condition Patents and intellectual property rights The use of technology in a competitive business where patents and other intellectual property rights exist involves a general risk of alleged infringement of third party rights. Any of the above mentioned events could have a material adverse effect on Hofseth BioCare's business, financial condition and results of operations. Hofseth BioCare relies upon certain proprietary confidential information, trademarks, unpatented know-how, unpatented trade secrets and improvements and continuing technological innovation to develop and maintain its competitive position. On the date of this Prospectus, the Company has been granted two patents and have two pending patent applications. One of the earlier patent applications of the Company have been abandoned by the Company. There can be no assurance that any of the patents applied for by the Company will be granted. Patent protection will, in any event, not prevent competitors from developing alternative technological solutions. If Hofseth BioCare is unable to adequately protect its intellectual property, technology, trade secrets or proprietary 21 av 151

22 knowhow, or enforce its existing or future patents, this might have a material adverse effect on its business, results of operations and financial condition. The business of Hofseth BioCare may also be dependent on utilization of patented or otherwise proprietary technology of third parties, to which Hofseth BioCare will have or seek right of use as further regulated in license agreements and arrangements. No assurances can be given that such license rights will be renewed and upheld in the future, or that a renewal can be made on the same terms as for the existing rights. The use of technology in a competitive business where patents and other intellectual property rights exist involves a general risk of alleged infringement of third party rights. Although freedom to operate analysis has been performed by Hofseth BioCare, there can be no assurance that such analysis is complete or has considered relevant future scenarios. Competitors may claim that one or more of Hofseth BioCare's products or various processes infringe upon their patents or other intellectual property rights. Resolving a patent or other intellectual property infringement claim can be costly and time consuming and may require Hofseth BioCare to enter into royalty or licence agreements. If this should become necessary, there can be no assurance that such royalty or licence agreements can be entered into on commercially acceptable terms. A successful claim of patent or other intellectual property infringement could Hofseth BioCare to significant damages or an injunction preventing manufacture, sale or use of the Company's affected products or otherwise limits its freedom to operate. Any of the above events could result in the value of the intellectual property of the Company being lower than expected, or that the Company may not be able to carry out its business as expected, which could have a material adverse effect on the Company's business, financial condition and operating results Hofseth BioCare is dependent on third parties for certain stages of the production and manufacturing cycle Hofseth BioCare outsources certain aspects of its production, including encapsulation processes pursuant to agreements entered into with third parties. However, Hofseth BioCare is not dependent on one specific third party for the various stages of the production and manufacturing cycle. Under the terms of these agreements, the respective production is undertaken according to technical specifications that the Company prescribe; however, the related manufacturing procedures are entirely within the control of such third parties. Outsourcing requires inspection and auditing of external suppliers and validation of their technologies and procedures. If these suppliers were unable to perform their services adequately for any period, or at all, the Company may incur substantial loss of revenue and may breach its supply agreements with its partners. If Hofseth BioCare is forced to find alternative supply chain service providers for such processes, in addition to loss of revenue, Hofseth BioCare may incur additional costs in establishing such new arrangements. Any of these events could have a material adverse effect on the Company's business, financial condition and results of operations Disruptions of Hofseth BioCare's business operations due to strikes or labor union problems could adversely affect the business 22 av 151

23 Hofseth BioCare's production plant in Midsund, Norway, seeks to be operational 24 hours a day, 6 days a week, with the aim of being operational 24 hours a day, 7 days a week. Failure to reach agreement in future disputes with the employees or their unions could lead to work stoppages or delays in production. Any industrial action is likely to have an immediate adverse effect on the Company's daily operations and production capacity. Industrial actions could obstruct the Company's manufacturing operations for an extended period and could have a materially adverse effect on Hofseth BioCare's business, financial condition and results of operations. 2.4 Risks relating to the Shares The market value of the Shares may fluctuate The trading price for the Shares may fluctuate significantly and may not always reflect the underlying asset value of the Company. A number of factors outside Hofseth BioCare's control may impact its performance and the price of the Shares, including, but not limited to, quarterly variations in operating results, adverse business developments, changes in market sentiment regarding the Shares, the operating and share price performance of other companies in the industry and markets in which Hofseth BioCare operates, changes in financial estimates and investment recommendations or ratings. Changes in market sentiment may be due to speculation about Hofseth BioCare's business in the media or investment community, changes to Hofseth BioCare's profit estimates, the publication of research reports by analysts and changes in general market conditions. If any of these factors actually occurs, this may have a material adverse effect on the pricing of the Shares. The market price of the Shares could decline due to sales of a large number of the Shares in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Company to offer equity securities in the future at a time and at a price that are deemed appropriate. In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in the same industry as the Company. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Company, and these fluctuations may materially affect the price of the Shares Lack of liquidity in the Shares The Company's Shares are currently listed on Oslo Axess. This, however, does not imply that there will always be a liquid market for the Shares. An investment in the Shares may thus be difficult to realise. Investors should be aware that the value of the Shares may be volatile and may go down as well as up. In the case of low liquidity of the Shares, or limited liquidity among the Company's shareholders, the share price can be negatively affected and may not reflect the underlying asset value of the Company. Investors may, on disposing of the Shares, realise less than their original investment or lose their entire investment. The Company will request that the New Shares are admitted to listing on Oslo Axess. Except for unanticipated circumstances, the Company believes that the New Shares will be admitted to such trading. 23 av 151

24 2.4.3 Investment and trading risks in general All securities investments involve the risk of loss of capital. Investment in the Company involves significant economic risks. Although the Company's investment and management strategy is expected to provide some protection from the risk of loss inherent in the ownership of assets, there can be no assurance that these strategies will completely protect against this risk or that the Company's investment objectives will be met Hofseth BioCare's ability to pay dividends is dependent on the availability of distributable reserves and complete repayment of the Bond Loan Norwegian law provides that any declaration of dividends must be adopted by Hofseth BioCare's general meeting of shareholders. Dividends may only be declared to the extent that Hofseth BioCare has distributable funds and Hofseth BioCare's Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with Hofseth BioCare's operations and the need to strengthen its liquidity and financial position. As a general rule, the Company's general meeting of shareholders may not declare higher dividends than the Board of Directors has proposed or approved. If, for any reason, the general meeting of shareholders does not declare dividends in accordance with the above, a shareholder will, as a general rule, have no claim in respect of such non-payment, and Hofseth BioCare will, as a general rule, have no obligation to pay any dividend in respect of the relevant period. In addition, as part of the covenants in the Bond Loan, the Company cannot pay dividends until the Bond Loan has been repaid in full Future share issues may have a material adverse effect on the market price of the Shares Hofseth BioCare has no current plans for an offering of new Shares other than the issue and offering of New Shares. However, it is possible that Hofseth BioCare may decide to offer additional Shares or securities in the future in order to strengthen its capital base or for other reasons. Any additional offering of Shares may be made at a significant discount to the prevailing market price and could have a material adverse effect on the market price of the outstanding Shares Shareholders will be diluted if they are unable or unwilling to participate in future share issues Unless otherwise resolved by the general meeting, shareholders in Norwegian public limited companies, such as Hofseth BioCare, have pre-emptive rights proportionate to the aggregate number of Shares they hold with respect to any new Shares issued against consideration in cash. Due to regulatory requirements under foreign securities laws or other factors, foreign investors may be unable to participate in a new issuance of Shares or other securities. Any investor that is unable or unwilling to participate in Hofseth BioCare's future share issues will have its percentage shareholding diluted Exercise of voting rights for nominee shareholders Beneficial owners of Shares that are registered in a nominee account (e.g. through brokers, dealers or other third parties) may not be able to vote for such shares unless their ownership is re-registered 24 av 151

25 in their names with the Norwegian Central Securities Depository (the "VPS") prior to the Company's general meetings. There can be no assurance that beneficial owners of the Company's Shares will receive the notice of a general meeting in time to instruct their nominees to either effect a reregistration of their Shares, or otherwise vote for their Shares in the manner desired by such beneficial owners Certain transfer and selling restrictions may limit shareholders' ability to sell or otherwise transfer their Shares The Shares have been admitted to trading in Norway, but Hofseth BioCare has not registered the Shares under the U.S. Securities Act or securities laws of other jurisdictions, including Canada, Australia and Japan, and it does not expect to do so in the future. The Shares may not be offered or sold in the United States, Canada, Australia, Japan or in any other jurisdiction in which the registration or qualification of the Shares is required but has not taken place, unless an exemption from the applicable registration or qualification requirement is available or the offer or sale of the Shares occurs in connection with a transaction that is not subject to such provisions. In addition, there can be no assurances that shareholders residing or domiciled in the United States or other jurisdictions will be able to participate in future capital increases or subscription rights Enforceability of civil liabilities The Company is a public limited liability company organised under the laws of Norway. The majority of the members of the Company's Board of Directors and the members of the Company's management reside in Norway. As a result, it may not be possible for investors to effect service of process in other jurisdictions upon such persons or the Company, to enforce on such persons or the Company judgments obtained in non-norwegian courts, or to enforce judgments on such persons or the Company in other jurisdictions Norwegian law may limit the shareholders' ability to bring an action against the Company The rights of holders of Shares are governed by Norwegian law and by the Company's articles of association (the "Articles of Association"). These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which the shareholders of Norwegian companies may bring derivative actions. For instance, under Norwegian law, any action brought by Hofseth BioCare in respect of wrongful acts committed against Hofseth BioCare will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions. 25 av 151

26 RESPONSIBILITY STATEMENT The Board of Directors of Hofseth BioCare ASA hereby declares that, after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Ålesund, 30 September 2016 The Board of Directors of Hofseth BioCare ASA Roger Hofseth Chairman Torill Standal Eliassen Board Member Henriette Godø Heggdal Board Member Christoph Baldegger Board Member 26 av 151

27 GENERAL INFORMATION 4.1 Third party information In certain Sections of this Prospectus, information sourced from third parties has been reproduced. In such cases, the source of the information is identified. Such third party information has been accurately reproduced, and as far as the Company is aware and is able to ascertain from information published by that relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 4.2 Forward looking statements This Prospectus contains forward-looking statements ("Forward Looking Statements") relating to the Company's business and the sectors in which it operates. Forward Looking Statements include all statements that are not historical facts, and can be identified by words such as "anticipates", "believes", "expects", intends, "may", "projects", "should", or the negatives of these terms or similar expressions. These statements appear in a number of places in this Prospectus, in particular in Section 8 "Hofseth BioCare's market overview" and Section 10 "Operating and Financial Information" and include statements regarding the Company's management's intent, belief or current expectations with respect to, among other things: strategies for the Company's services, segments and business; global and regional economic conditions; sales volumes, price levels, costs and margins; competition and actions by competitors and others affecting the global or regional market of the Company: the Company's planned capacity and utilization rates; fluctuations in foreign exchange rates, interest rates, earnings, cash flows, dividends and other expected financial results and conditions; cash requirements and use of available cash; financing plans; anticipated capital spending; growth opportunities; development, production, commercialization and acceptance of new services and technologies; environmental and other regulatory matters; legal proceedings; and intellectual property No Forward Looking Statements contained in this Prospectus should be relied upon as predictions of future events. No assurance can be given that the expectations expressed in these Forward Looking Statements will prove to be correct. Actual results could differ materially from expectations expressed in the Forward Looking Statements if one or more of the underlying assumptions or expectations proves to be inaccurate or is unrealized. 27 av 151

28 THE APRIL PRIVATE PLACEMENT, THE SEPTEMBER PRIVATE PLACEMENTS AND THE SUBSEQUENT OFFERING This Section provides information on the completed April Private Placement, the September Private Placements and the Subsequent Offering. Please note that the NewShares issued in the April Private Placement and the September Private Placements have already been subscribed for, paid and issued. 5.1 The April Private Placement - Background and use of proceeds The Company needed to raise additional capital to further develop and commercialize the Company's products after several successful test productions in cooperation with existing and new customers. The further commercialization of the Company's product portfolio is a key factor for securing the Company's success. To meet this objective, the Company decided to raise additional capital through the Private Placement. Estimated fees and expenses related to the April Private Placement amounts to approx. NOK 300,000, resulting in net proceeds of approximately NOK 23.6 million from the April Private Placement. The net proceeds of approximately NOK 23.6 million from the April Private Placement will be used for general corporate purposes, including conversion of trade payables and general corporate purposes. More specifically, the net proceeds will be used for (in prioritized order): 1. NOK 10.7 million in conversion of debt; 2. The remaining net proceeds of NOK 12.9 million will be used for general corporate purposes, investments in new equipment and working capital. 5.2 The April Private Placement - overview On 22 April 2016, the Company publicly announced that it had raised NOK 23.6 million in gross proceeds through a private placement of 11.8 million New Shares, each with a par value of NOK 1.00, at a subscription price of NOK 2.00 per Share. The April Private Placement was directed towards certain of the Company's existing shareholders and certain new investors. Completion of the April Private Placement was conditional upon the following conditions, which were all satisfied at the time of completion of the April Private Placement: all necessary corporate resolutions being validly made; and payment being received for the April Private Placement Shares. The April Private Placement and the issuance of the April Private Placement Shares was resolved by the Board of Directors pursuant to an existing authorisation to increase the share capital. The new share capital pertaining to the April Private Placement was registered in the Norwegian Register of Business Enterprises on 6 May Resolutions regarding the April Private Placement 28 av 151

29 On 26 May 2015, the general meeting of Hofseth BioCare granted an authorization to issue up to a maximum of 11,803,609 Shares by passing the following resolution: (i) In accordance with the Norwegian Public Limited Liability Companies Act section 10-14, the board of directors is given authorisation to increase the share capital of the Company through issuance of new shares with a total par value of up to NOK 11,803,609, corresponding to 11,803,609 shares, each with a par value of NOK 1. (ii) The authorisation may be used in connection with issuance of shares to investors who are deemed to have a strategic significance for the Company as well as for subsequent repair offerings following such private placement or following other placements. (iii) The shares may be issued to persons or companies who are not already shareholders of the Company. The shareholders' preferential right may therefore be deviated from. (iv) The authorisation comprises share capital increase through share deposits in kind, cf. the Norwegian Public Limited Liability Companies Act section The authorisation does not comprise resolutions to merge pursuant to the Norwegian Public Limited Liability Companies Act section (v) The board of directors is given authorisation to change the articles of association regarding the size of the share capital in accordance with such share capital increases as decided by the board of directors under this authorisation. (vi) The authorisation granted to the board of directors on 2 May 2014 shall lapse after completion of a repair offering in connection with the private placement resolved on the Company's annual general meeting 25 May 2015, or at the latest on 1 July (vii) The authorisation shall be valid until the annual general meeting 2016, however not later than 30 June On 22 April 2016, the Board passed the following resolution regarding the Private Placement: (i) The share capital is increased with NOK 11,800,000 through issue of 11,800,000 new shares, each with a par value of NOK 1. (ii) The shares are subscribed at a subscription price of NOK 2.00 per share. Minimum subscription and allotted amount is an amount equivalent to EUR 100,000. However, up to 75 of the Company's existing shareholders or other investors may subscribe for an amount corresponding to less than EUR 100,000. (iii) The shares are allotted to the investors and with the amounts evident from Appendix 2. The existing shareholders' preferential right pursuant to the Public Limited Liability Companies Act section 10-4 is thus set aside. (iv) The subscription of the new shares shall take place on a separate subscription document within 22 April CET. 29 av 151

30 (v) The subscription amount for the new shares shall be settled in cash or through set-off, as further specified in Appendix 2 to the minutes. Cash payments shall be made to bank account in Swedbank Norge within 26 April 2016 for the investors who shall settle their share deposit in cash. For the new shares that shall be settled through set-off, the amounts specified in Appendix 2 shall be used as share deposits in its entirety. The amounts used for off-setting is a total of NOK 10,269,142. Such set-off shall be deemed to have occurred from the subscription of the new shares. (vi) The new shares shall rank pari passu with the existing shares and carry full shareholder rights in the Company, including the right to dividends, from the date of registration of the share capital in the Norwegian Register of Business Enterprises. (vii) Section 4 of the Company's articles of association is amended accordingly. (viii) The estimated expenses related to the share capital increase are NOK 100, Equal treatment and deviations from existing shareholders' preferential rights The Board resolved that the provisions on equal treatment as set out in the Securities Trading Act section 5-14 and the provision on pre-emptive rights of the existing shareholders in the PLCA section 10-4 should be deviated from in the April Private Placement as the offer to subscribe April Private Placement Shares was not directed towards all existing shareholders. Accordingly, the shareholders that participated in the April Private Placement has benefitted from such deviation. The reason for the deviation was that the Board considered the capital raised through the April Private Placement was raised at favorable terms as the subscription price was higher than the market price of the Company's shares at the time of the April Private Placement. The Board considered other sources of financing, but did not deemed such sources as suitable or more preferable than raising of equity through the April Private Placement at that time. On this background, the Board considered that the deviation from the rules on equal treatment and preferential right in relation to the April Private Placement was fair and in the best interest of the Company and its shareholders 5.5 The September Private Placements background, overview and use of proceeds The net proceeds from the April Private Placement has not been sufficient to finance the Company's ongoing turnaround project and secure a sound working capital level for the Company's operations going forward. The turnaround project includes the reconstruction of the Midsund plant which is expected to be completed early October and the Company then will to ramp up production volumes significantly. The implementation of these measures is expected to provide the Company with a competitive cost base on a per unit basis, enabling mass sales of excess volumes to the feed and pet industry. The Company has already entered into off-take agreements for substantial volumes. The Company s strategy towards the human nutrition market remains intact and the Company will in the coming months further intensify its efforts in this respect. The Company's management and the Board has been working continuously during 2016 on obtaining additional financing for the Company's turnaround project and a restructuring of the Company's balance to secure an acceptable equity and liquidity level for the Company's operations. 30 av 151

31 Following discussion with among others the bondholders representative, key trade creditors, certain potential investors and certain major shareholders, the management and the Board negotiated a proposal that was resolved by the Company's extraordinary general meeting on 20 September The adopted proposal consisted of the following elements: (i) Acquisition of all outstanding bonds under the bond agreement dated 26 May 2015 between the Company and the bondholders (the Bond Agreement) for the balance of the bonds adjusted for the discounted subscription price to the face value of the bonds and the implied interest under the Bond Agreement until 31 August The aggregate purchase price for the bonds (the Bond Purchase Price) was NOK 75,331,995; (ii) Issuance of the Bond Shares to all holders of outstanding bonds under the Bond Agreement as settlement of the Bond Purchase Price, which means that the book value of the Bond loan of NOK 59.7 million has been converted to equity in connection with the Private Placements and that the outstanding balance under the Bond Loan is NOK 0 as of 20 September 2016; (iii) Issuance of the Conversion Shares to Roger Hofseth AS, the Hofseth International group of companies and other creditors of the Company as settlement of overdue trade payables and debt of together NOK 30.6 million; (iv) Issuance of the Private Offering Shares to Alliance Seafood Inc., Roger Hofseth AS and Hofseth International AS against payment of an aggregate subscription amount of NOK 59.4 million; and (v) A subsequent offering of up to MNOK 20 directed towards shareholders in the Company who were not allocated shares in the September Private Placements, to ensure equal treatment of the shareholders pursuant to the Company's continued obligations as a listed company and the to allow existing shareholders to reduce their dilution. The new share capital pertaining to the September Private Placements was registered in the Norwegian Register of Business Enterprises on 29 September Estimated fees and expenses related to the September Private Placement amounts to approx. NOK 550,000, resulting in net proceeds of approximately NOK million from the September Private Placements. The net proceeds of approximately NOK million from the September Private Placements will be used for general corporate purposes, including conversion of outstanding debt and trade payables and general corporate purposes. More specifically, the net proceeds will be used for (in prioritized order): (i) NOK 106 million in conversion of debt; (ii) The remaining net proceeds of NOK 58.8 million will be used for general corporate purposes, investments in new equipment at the Midsund plant and working capital. 5.6 Resolutions regarding the September Private Placements The Bond Conversion On 20 September2016, the general meeting of Hofseth BioCare adopted the following resolution: 31 av 151

32 (i) The share capital is increased with NOK 50,221,330 through issue of 50,221,330 new shares, each with a par value of NOK 1; (ii) The shares are subscribed at a subscription price of NOK 1.50 per share; (iii)the shares are allotted to the investors and with the amounts evident from Appendix 2. The existing shareholders' preferential right pursuant to the PLCA section 10-4 is thus set aside; (iv) The subscription of the new shares shall take place in the minutes of this Extraordinary General Meeting or on a separate subscription document within 20 September CET; (v) The subscription amount for the new shares shall be settled through set-off, as further specified in Appendix 2 to the minutes. The amounts specified in Appendix 2 shall be used as share deposits in its entirety. The amounts used for off-setting is a total of NOK 75,331,995. Such set-off shall be deemed to have occurred from the subscription of the new shares; (vi) The new shares shall rank pari passu with the existing shares and carry full shareholder rights in the Company, including the right to dividends, from the date of registration of the share capital in the Register of Business Enterprises; (vii) The share capital increase shall be registered in the Norwegian Register of Business Enterprises as soon as possible; (viii) Section 4 of the Company's articles of association is amended accordingly; and (ix) The estimated expenses related to the share capital increase are NOK (x) Completion of this share capital increase shall be conditional upon the general meeting passing the resolutions regarding Private Placement 2 and Private Placement The Private Offering On 20 September 2016, the general meeting of Hofseth BioCare adopted the following resolution: (i) The share capital is increased with NOK 39,599,999 through issue of 39,599,999 new shares, each with a par value of NOK 1; (ii) The shares are subscribed at a subscription price of NOK 1.50 per share; (iii)the shares are allotted to the investors and with the amounts evident from Appendix 2. The existing shareholders' preferential right pursuant to the PLCA section 10-4 is thus set aside; (iv) The subscription of the new shares shall take place in the minutes of this Extraordinary General Meeting or on a separate subscription document within 20 September CET; (v) The subscription amount for the new shares shall be settled by cash payment or through set-off, as further specified in Appendix 2 to the minutes. The amounts specified in Appendix 2 shall be used as share deposits in its entirety. The amounts used for off-setting is a total of NOK 32 av 151

33 49,999, Such set-off shall be deemed to have occurred from the subscription of the new shares. The due date for cash payment shall be 23 September 2016; (vi) The new shares shall rank pari passu with the existing shares and carry full shareholder rights in the Company, including the right to dividends, from the date of registration of the share capital in the Register of Business Enterprises; (vii) The share capital increase shall be registered with the Norwegian Register of Business Enterprises as soon as possible; (viii) Section 4 of the Company's articles of association is amended accordingly; (ix) The estimated expenses related to the share capital increase are NOK ; and (x) Completion of this share capital increase shall be conditional upon the general meeting passing the resolutions regarding Private Placement 1 and Private Placement The Debt Conversion On 20 September 2016, the general meeting of Hofseth BioCare adopted the following resolution: (i) The share capital is increased with NOK 20, through issue of 20,441, new shares, each with a par value of NOK 1; (ii) The shares are subscribed at a subscription price of NOK 1.50 per share; (iii)the shares are allotted to the investors and with the amounts evident from Appendix 2. The existing shareholders' preferential right pursuant to the PLCA section 10-4 is thus set aside; (iv) The subscription of the new shares shall take place in the minutes of this Extraordinary General Meeting or on a separate subscription document within 20 September CET; (v) The subscription amount for the new shares shall be settled through set-off, as further specified in Appendix 2 to the minutes. The amounts specified in Appendix 2 shall be used as share deposits in its entirety. The amounts used for off-setting is a total of minimum NOK 30,662,101 Such setoff shall be deemed to have occurred from the subscription of the new shares; (vi) The new shares shall rank pari passu with the existing shares and carry full shareholder rights in the Company, including the right to dividends, from the date of registration of the share capital in the Register of Business Enterprises; (vii) The share capital increase shall be registered in the Norwegian Register of Business Enterprises as soon as possible; (viii) Section 4 of the Company's articles of association is amended accordingly; (ix) The estimated expenses related to the share capital increase are NOK 25,000; and 33 av 151

34 (x) Completion of this share capital increase shall be conditional upon the general meeting passing the resolutions regarding Private Placement 1 and Private Placement Equal treatment and deviation from existing shareholders' preferential rights The General Meeting resolved that the provisions on equal treatment as set out in the Securities Trading Act section 5-14 and the provision on pre-emptive rights of the existing shareholders in the PLCA section 10-4 should be deviated from in the Private Placements as the offer to subscribe Private Placement Shares was not directed towards all existing shareholders. Accordingly, the shareholders that participated in the Private Placements has benefitted from such deviation." In the notice for the General Meeting the Board noted that it had considered alternative sources of financing, without finding these suitable. Reference was furthermore made to the fact that a rights offering probably would not provide the same amount of capital contribution and would, anyhow, not had given the Company access to necessary capital in due time and at a lower discount compared to a rights issue. The Board was also uncertain if a sufficient number of existing shareholders would wish to participate in such a rights offering. Additional debt financing was not considered viable due to covenants in the Company's existing debt financing. On this background, the Board considered that the deviation from of these existing shareholders' preferential rights was justifiable and in the best interest of the Company and its shareholders. However, in order to limit the dilutive effect for the Company s shareholders, insofar as practically possible, the Board of Directors proposed to implement the Subsequent Offering directed towards Eligible Shareholders and such subsequent offering was also resolved by the General Meeting. See Section 5.3 The Subsequent Offering below for further details about the Subsequent Offering. 5.7 The Subsequent Offering Background, overview and use of proceeds The Subsequent Offering is initiated to limit the dilutive effect of the September Private Placements by enabling existing shareholders in the Company which did not subscribe for September Private Placements Shares to subscribe for Offer Shares. The Subsequent Offering consists of an offer to Eligible Shareholders by the Company of issue of minimum 1 and up to 13,333,334 Offer Shares at a subscription price of NOK 1.50 per share, being equal to the subscription price in the September Private Placements. Estimated fees and expenses related to the Subsequent Offering is estimated to NOK 150,000 and, subject to all Offer Shares being issued, the Subsequent Offering will result in net proceeds of approximately NOK million. This will be in addition to the gross proceeds from the already completed September Private Placements. Eligible Shareholders based on their registered holding of shares in VPS at the end of the Record Date will be granted transferable Allocation Rights providing a preferential right to subscribe for and be allocated Offer Shares in the Subsequent Offering. The Company will issue Allocation Rights per 1 (one) Share held in the Company on the Record Date. Each Subscription Right grants the owner the right to subscribe for and be allocated one (1) Offer 34 av 151

35 Share in the Subsequent Offering. Over-subscription and subscription without Allocation Rights are permitted. However, there can be no assurance that Offer Shares will be allocated for such subscriptions, as allocations for oversubscriptions (if any) will be made at the discretion of the Board. The net proceeds of approximately NOK million from the Subsequent Offering (assuming full subscription) will be used for general corporate purposes Resolution regarding the Subsequent Offering On 20 September 2016, General meeting adopted the following resolution to increase the share capital of the Company and to issue the Offer Shares: (i) The share capital is increased with minimum NOK 1.0 and maximum NOK 13,333,334 through issue of minimum 1 new shares and maximum 13,333,334 new shares, each with a par value of NOK 1; (ii) The Company s shareholders as of 20 September 2016, as registered in the VPS on 22 September 2016 (the Record Date), except (i) shareholders who participated in the private placement 2 (hereinafter referred to as the "Private Placement"), (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action (other than a prospectus in Norway) (the Eligible Shareholders), shall receive transferable rights to subscribe for, and be allocated, the new shares in the repair offering. The preemptive rights of the shareholders in accordance with section 10-4 in the PLCA are therefore set aside pursuant to section 10-5; (iii) Each Eligible Shareholder shall receive transferable rights. Dependent on the final aggregate subscription amount in private Placement 1-3 Eligible Shareholders will receive transferable rights for each share registered as held by such Eligible Shareholder in the Company s shareholders register in the VPS as per the Record Date. Each right gives the right to subscribe for and be allocated one (1) new share; (iv) Subscription rights will not be awarded based on the shares subscribed for in the Private Placement resolved by the general meeting on the same date as the repair offering. The subscription rights shall be tradable and listed on Oslo Stock Exchange. Over-subscription and subscription without subscription rights is permitted; (v) Allocation of new shares shall be made by the board of directors. The following allocation criteria shall apply: a) Allocation will be made to subscribers on the basis of granted and acquired subscription rights which have been validly exercised during the subscription period. Each subscription right will give the right to subscribe for and be allocated one (1) new share, b) If not all subscription rights are validly exercised in the subscription period, subscribers having exercised their subscription rights and who have over-subscribed will have the right to be allocated remaining new shares on a pro rata basis based on the number of subscription rights exercised by the subscriber. If a pro rata allocation is not possible, the Company will determine the allocation by lot drawing, and 35 av 151

36 c) Any remaining new shares not allocated pursuant to the criteria in items a) and b) above, will be allocated to subscribers not holding subscription rights. Allocation will be sought made pro rata based on the respective subscription amounts, provided, however, that such allocations may be rounded down to the nearest thousand NOK; (vi) The subscription price shall be NOK 1.50 per share. The subscription amount for the new shares shall be settled by cash payment or through set-off. Any offsetting shall be deemed to have occurred from the subscription of the new shares; (vii) The Offering will be made through a prospectus approved by the Financial Supervisory Authority in accordance with Chapter 7 of the Securities Trading Act (the Offering Prospectus). Unless the board determines otherwise, the Offering Prospectus shall not be registered with or approved by any prospectus authority outside Norway. The new shares cannot be subscribed for by shareholders in jurisdictions in which the offer cannot legally be made on the basis of the Offering Prospectus; (viii) The subscription period shall commence on 3 October 2016 at 09:00 hours (CET) and end on 17 October 2016 at 16:30 hours (CET). If the Offering Prospectus is not approved by the Financial Supervisory Authority in time for the subscription period to commence on 3 October 2016 at 09:00 hours (CET), the subscription period shall commence on the first trading day on Oslo Børs after such approval has been obtained. Subscription shall be made by signing and submitting the subscription form to be attached to the Offering Prospectus; (ix) The due date for payment of the new shares is 24 October 2016; (x) The new shares shall rank pari passu with the existing shares and carry full shareholder rights in the Company, including the right to dividends, from the date of registration of the share capital in the Norwegian Register of Business Enterprises; (xi) (xii) Section 4 of the Company's articles of association is amended accordingly; The estimated expenses related to the share capital increase are NOK 50,000; and (xiii) Completion of this share capital increase shall be conditional upon the general meeting passing the resolution in the general meeting items 5 to Conditions for completion of the Subsequent Offering The completion of the Subsequent Offering is subject to the following conditions: (i) that the minimum number Offer Shares are subscribed (i.e. one (1) Offer Share), and (ii) that the minimum subscription amount is fully paid-up. If the Subsequent Offering is withdrawn, the Company will publish a press release and a stock exchange notice regarding the withdrawal of the Subsequent Offering as soon as possible after the decision to withdraw the Subsequent Offering has been made Timetable The below timetable sets out certain key dates for the Subsequent Offering: 36 av 151

37 Events Last day of trading in the Shares incl. Allocation Rights 20 December 2016 First day of trading in the Shares excl. Allocation Rights 21 September 2016 Record Date 20 September 2016 General Meeting 20 September 2016 Start of Subscription Period 3 October 2016 Trading in Allocation Rights commences on 3 October 2016 Oslo Børs Trading in Allocation Rights ends 17 October 2016 End of Subscription Period 17 October 2016 Allocation of Offer Shares On or about 18 October 2016 Allocation letters distributed On or about 18 October 2016 Payment Date for the Offer Shares On or about 24 October 2016 Registration of share capital increase On or about 25 October 2016 Listing and first day of trading of the Offer Shares on Oslo Stock Exchange On or about 25 October 2016 The above dates are indicative and subject to change Allocation Rights The Company s shareholders as of 20 September 2016 (the "Existing Shareholders"), as registered in the VPS on 22 September 2016 (the Record Date ), except (i) Existing Shareholders who participated in the Private Offering or (iii) Existing Shareholders who are resident in the US (except qualified institutional buyers as defined in Rule 144A under the US Securities Act), Canada, Japan, Hong Kong, Singapore, Thailand, United Arab Emirates and Australia or other jurisdictions where such offering would be unlawful or would require any filing, registration or similar action (other than a prospectus in Norway),, (the "Eligible Shareholders") shall receive Allocation Rights. Provided that the delivery of traded Shares was made with ordinary T+2 settlement in the VPS, Shares that were acquired on or before 20 September 2016 will give the right to receive Allocation Rights, whereas Shares that were acquired from and including 21 September 2016 will not give the right to receive Allocation Rights. The Allocation Rights will be credited to and registered on each Eligible Shareholder s VPS account on or about 3 October2016 under ISIN NO The Allocation Rights will be distributed free of charge to Eligible Shareholders, and the recipients will not be debited any costs. The Allocation Rights will be fully tradable and listed on the Oslo Børs with ticker code HBC-T from 09:00 hours (CET) on 3 October 2016 until 16:30 hours (CET) on 17 October The Allocation Rights may be used to subscribe for Offer Shares in the Subsequent Offering before the expiry of the Subscription Period on 17 October 2016 at 16:30 hours (CET). Eligible Shareholders will be allowed to subscribe for more Offer Shares than the number of Allocation Rights held by Eligible Shareholders. See Section Allocation criteria for allocation criteria. The Allocation Rights, including acquired Allocation Rights, must be used to subscribe for Offer Shares before the end of the Subscription Period (i.e., October 2016 at 16:30 hours (CET)), or sold 37 av 151

38 before the end of the Trading Period (i.e., 17 October 2016 at 16:30 hours (CET)). Allocation Rights that are not sold before 16:30 hours (CET) on 17 October 2016 or exercised before 17 October 2016 at 16:30 hours (CET) will have no value and will lapse without compensation to the holder. Holders of Allocation Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in this Prospectus. This Prospectus does not constitute an offer of, or a solicitation of an offer to purchase, any of the Offer Shares in any jurisdiction or in any circumstance in which such offer or solicitation would be unlawful. This Prospectus may not be sent to any shareholder who are resident in a jurisdiction where the Subsequent Offering will be unlawful or (other than Norway) will require any prospectus filing, registration or similar action, and the crediting of Allocation Rights to an account of such shareholders do not constitute an offer to such persons to subscribe for Offer Shares and such shareholder will not be entitled to exercise their Allocation Rights. Allocation Rights of Eligible Shareholders who, according to the Company's assessment, are resident in jurisdictions (1) where the Prospectus may not be lawfully distributed and/or (2) which prohibits or otherwise restricts the allocation of Allocation Rights or subscription for Offer Shares, including Shareholders from the US (other than QIBs), Canada, Japan, and Australia (the "Ineligible Shareholders") will initially be credited to such Ineligible Shareholders VPS accounts. Such credit specifically does not constitute an offer to Ineligible Shareholders to subscribe for Offer Shares. To the extent any Shareholders are Ineligible Shareholders, their Allocation Rights may be sold by the Company and credited to the accounts of the relevant Ineligible Shareholders, net of cost and expenses, if they have a value exceeding the cost involved in selling the Allocation Rights and there is a market for acquiring such Allocation Rights. There can be no assurances that the Company will sell any Allocation Rights or, in the event a sale is carried out, be able to sell the Allocation Rights with a profit Trading in Allocation Rights The Allocation Rights will be tradable and listed on Oslo Børs with assumed ticker code "HBC-T" from [3 October 2016] until 16:30 (CET) on 17 October2016. The Allocation Rights will only be tradable during part of the Subscription Period. Persons intending to trade in Allocation Rights should be aware that the exercise of Allocation Rights by holders who are located in jurisdictions outside Norway may be restricted or prohibited by applicable securities laws. Please refer to Section 5.10 "Selling and Transfer restrictions" for a description of such restrictions and prohibitions Subscription Period The Subscription Period for the Subsequent Offering will commence on 3 October 2016 and end at 16:30 hours (CET) on 17 October 2016 and may not be closed prior to this Subscription Procedures Subscriptions for Offer Shares must be made by submitting a correctly completed subscription form (such form is enclosed to this Prospectus as Appendix 2, the "Subscription Form") to the Company during the Subscription Period. The Subscription Forms may be submitted to: 38 av 151

39 Hofseth BioCare ASA Molovegen Ålesund Norway Attn: Jon Olav Ødegård By to: joo@hofsethbiocare.com Correctly completed Subscription Forms must be received by the Company no later than 17 October hours (CET). The Company may not be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Company. Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company without notice to the subscriber. Subscriptions are binding and irrevocable, and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Company. The subscriber is responsible for the correctness of the information filled into the Subscription Form. By signing and submitting a Subscription Form, the subscribers confirm and warrant that they have read this Prospectus and are eligible to subscribe for Offer Shares under the terms set forth herein. There is no minimum subscription amount for which subscriptions in the Subsequent Offering must be made. Oversubscription (i.e. subscription for a higher percentage of the Offer Shares than the percentage of the Shares per the Record Date) will be permitted. Multiple subscriptions (i.e. subscriptions on more than one Subscription Form) are allowed. Please note, however, that two separate Subscription Forms submitted by the same subscriber with the same number of Offer Shares subscribed for on both Subscription Forms will only be counted once unless otherwise explicitly stated in one of the Subscription Forms Allocation criteria Allotment of the Offer Shares is expected to take place on or about 18 October 2016 and will be allocated in accordance with the following criteria: (i) Subscription made on the basis of Allocation Rights will be allotted Offer Shares; (ii) Over-subscription by subscribers with Allocation Rights on a pro rata basis; and (iii) Subscription by subscribers without Allocation Rights on a pro rata basis. The final size, allocation and issuance of the Offer Shares will be subject to formal approval by the Board following expiry of the Subscription Period. Allocation Rights 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. 39 av 151

40 No fractional Offer Shares will be allocated and Allocation Rights for less than a whole Offer Share will hence not provide for guaranteed allocation. There are no pre-determined preferential treatment to certain classes of investors or certain affinity groups (including friends and family programs) in the Subsequent Offering. The Company reserves the right to reject or reduce allocation of Offer Shares based on subscriptions not covered by Allocation Rights, as described above. General information regarding the result of the Subsequent Offering is expected to be published on or about [18 October 2016] in the form of a stock exchange release through All subscribers being allotted Offer Shares will receive a letter from the Company confirming the number of Offer Shares allotted to the subscriber and the corresponding amount that will be debited the subscriber s account. This letter is expected to be distributed on or about [18 October 2016]. Investors with access to VPS Investor Services will also be able to see their allocated Offer Shares through such service Payment for the Offer Shares Payment due date The payment for the Offer Shares allocated to a subscriber falls due on 24 October 2016 (the "Payment Date"). Payment must be made in accordance with the requirements set out in ("Subscribers who have a Norwegian bank account" or "Subscribers who do not have a Norwegian bank account") below. Subscribers who have a Norwegian bank account Subscribers who have a Norwegian bank account must, and will by signing the Subscription Form, provide the Company with a one-time irrevocable authorisation to debit a specified bank account with a Norwegian bank for the amount payable for the Offer Shares which are allocated to the subscriber. Payment by direct debiting is only available for subscribers who are allocated Offer Shares for an amount below NOK 5,000,000. The specified bank account is expected to be debited on or after the Payment Date. The Company is only authorised to debit such account once, but reserves the right to make up to three debit attempts, and the authorisation will be valid for up to seven working days after the Payment Date. The subscriber furthermore authorises the Company to obtain confirmation from the subscriber s bank that the subscriber has the right to dispose over the specified account and that the account holds sufficient funds to cover the payment. If there are insufficient funds in a subscriber s bank account or if it for other reasons is impossible to debit such bank account when a debit attempt is made pursuant to the authorisation from the subscriber, the subscriber s obligation to pay for the Offer Shares will be deemed overdue. Subscribers who do not have a Norwegian bank account Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date. 40 av 151

41 Prior to any such payment being made, the subscriber must contact the Company for further details and instructions. Overdue payments Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 8.50% per annum. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Norwegian Public Limited Companies Act and at the discretion of the Company, not be delivered to the subscriber. The Company reserves the right (but have no obligation) to let one or several shareholders and/or investors ("Advance Payment Guarantors") advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to the within the Payment Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Advance Payment Guarantors. However, the Advance Payment Guarantors, on behalf of the Company, reserve the right, at the risk and cost of the subscriber to, at any time, cancel the subscription and to re-allot or otherwise dispose of allocated Offer Shares for which payment is overdue, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Advance Payment Guarantors may decide in accordance with Norwegian law. The subscriber will remain liable for payment of the subscription amount, together with any interest, costs, charges and expenses accrued and the Advance Payment Guarantors, on behalf of the Company, may enforce payment for any such amount outstanding in accordance with Norwegian law. 5.8 Share capital following completion of the September Private Placements and the Subsequent Offering As of the date of this Prospectus, following the September Private Placements, but prior to completion of the Subsequent Offering, the Company s share capital is NOK 232,472,265, divided into 232,472,265 Shares, each with a par value of NOK 1. The final number of Offer Shares to be issued in connection with the Subsequent Offering will depend on the number of Offer Shares subscribed for. The maximum number of Offer Shares to be issued is 13,333,334 Offer Shares, all with a par value of NOK 1, which will give a further increase in the Company s total share capital (assuming full subscription) of NOK 13,333,334, resulting in a maximum share capital of NOK 245,805,599, divided into 245,805,599 Shares. The Offer Shares will be issued in accordance with a resolution passed by the Board following expiry of the Subscription Period, expected to be on or about 18 October See Section 10.3 Share capital development below for a more detailed description of the Company s share capital Financial intermediaries General All persons or entities holding Shares or Allocation Rights through financial intermediaries (i.e., brokers, custodians and nominees) should read this Section. All questions concerning the timeliness, validity and form of instructions to a financial intermediary in relation to the exercise of Allocation 41 av 151

42 Rights should be determined by the financial intermediary in accordance with its usual customer relations procedure or as it otherwise notifies each beneficial shareholder. The Company is not liable for any action or failure to act by a financial intermediary through which Shares are held. Allocation Rights If an Eligible Shareholder holds Shares registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of Allocation Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding Shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Subsequent Offering. Eligible Shareholders who hold their Shares through a financial intermediary, but are residents in a jurisdiction where the Subsequent Offering is unlawful or would require any prospectus filing, registration or similar action in jurisdictions (other than Norway), will not be entitled to exercise their Allocation Rights and will not be allocated any Offer Shares on the basis of such Allocation Rights. No compensation will be given to shareholders not being eligible to exercise their Allocation Rights. Subscription Period The time by which notification of exercise instructions for subscription of Offer Shares must validly be given to a financial intermediary may be earlier than the expiry of the Subscription Period. Such deadline will depend on the financial intermediary. Eligible Shareholders who hold their Shares through a financial intermediary should contact their financial intermediary if they are in any doubt with respect to the deadline. Subscription Any Eligible Shareholder who is not resident in a jurisdiction where the Subsequent Offering would be unlawful or would require any prospectus filing, registration or similar action in a jurisdiction (other than Norway), and who holds its Allocation Rights through a financial intermediary and wishes to exercise its Allocation Rights, should instruct its financial intermediary in accordance with the instructions received from such financial intermediary. The financial intermediary will be responsible for collecting exercise instructions from the Eligible Shareholders and for informing the Company of their exercise instructions. Method of payment Any Eligible Shareholder who holds its Allocation Rights through a financial intermediary should pay the Subscription Price for the Offer Shares that are allocated to it in accordance with the instructions received from the financial intermediary. The financial intermediary must pay the Subscription Price in accordance with the instructions in the Prospectus. Payment by the financial intermediary for the Offer Shares must be made to the Company no later than the Payment Date. Accordingly, financial intermediaries may require payment to be provided to them prior to the Payment Date Publication of information relating to the Subsequent Offering Publication of information related to any changes in the Subsequent Offering and the amount 42 av 151

43 subscribed, will be published on under the Company s ticker code HBC, and will also be available on the Company s website The announcement regarding the amount subscribed for and the final size of the Subsequent Offering (based on subscriptions received before expiry of the Subscription Period) is expected to be made on or about [18 October] The New Shares The New Shares were and will be issued as ordinary shares in accordance with Norwegian law. The New Shares will rank pari passu in all respects with the existing Shares and carry full shareholder rights in the Company from the time of issuance. The New Shares are eligible for any dividends which the Company may declare after said date. For a description of rights attached to the Shares, see Section 10 "Shares, Shareholder Matters and Ownership Structure" 5.10 Dilution April Private Placement The dilutive effect following the issuance of 11,800,000 New Shares represented an immediate dilution of approximately % for existing shareholders who did not participate in the April Private Placement. September Private Placements The Company s total number of Shares increased by 110,262,699 New Shares following the September Private Placements and will increase by 13,333,334 New Shares as a result of the Subsequent Offering (assuming full subscription), resulting in a total number of 245,805,599 outstanding Shares. Shareholders who did not participate in the September Private Placements were subject to a direct dilution of their ownership of approximately 47.43%. Shareholders who do not participate either in the September Private Placement nor the Subsequent Offering (assuming full subscription) will be subject to a direct dilution of their ownership of approximately 50.28%. Shareholders who did not participate in the April Private Placement nor the September Private Placements were subject to a direct dilution of their ownership of approximately 49.66%. Shareholders who do not participate either in the April Private Placement, the September Private Placements nor the Subsequent Offering (assuming full subscription) will be subject to a direct dilution of their ownership of approximately 55.08% Subscription price Subscription price in the April Private Placement The subscription price of NOK 2.0 (the "April Subscription Price") was determined through a book building process. The following factors were also taken into account; the Company's historical and expected earnings, and future market prospects, and a comparison of these factors with the market valuation of comparable companies, the expected liquidity of the New Shares as well as a wider assessment of the stock market in general. 43 av 151

44 The Subscription Price represented a 22.7% premium compared to the closing price for the Company's Shares on Oslo Axess on 22 April The Subscription Price was announced through the Oslo Børs' information system on 22 April The table below gives an overview of shares acquired by members of the administrative, management or supervisory bodies or executive management the last twelve months, of where there is a material disparity between the Subscription Price of NOK 2 and the effective cash cost paid in the below mentioned transactions. Name Volume Price Date Disparity In % (NOK/share) Roger Hofseth 4 5,000, % Jon Olav Ødegård 5 333, % Bomi Framroze 190, % Christoph Baldegger 580, % Subscription Price in the September Private Placements and the Subsequent Offering The subscription price of NOK 1.50 (the "September Subscription Price") was determined through a book building process. The following factors were also taken into account; the Company's historical and expected earnings, and future market prospects, and a comparison of these factors with the market valuation of comparable companies, the expected liquidity of the New Shares as well as a wider assessment of the stock market in general. The Subscription Price represented a 7.1 % premium compared to the closing price for the Company's Shares on Oslo Axess on 20 September The Subscription Price was announced through the Oslo Børs' information system on 29 August The subscription price in the Subsequent Offering is NOK 1.50 per Offer Share, which is equal to the Subscription Price in the September Private Placements (which was based on an offer from the subscribers in the Private Offering, cf. above). The table below gives an overview of shares acquired by members of the administrative, management or supervisory bodies or executive management the last twelve months, of where there is a material disparity between the Subscription Price of NOK 1.50 and the effective cash cost paid in the below mentioned transactions. Name Volume Price Date Disparity In % (NOK/share) Roger Hofseth 6 5,000, % 4 Through wholly owned company Roger Hofseth AS. 5 Through wholly owned company Ødegård Prosjekt AS. 6 Through wholly owned company Roger Hofseth AS. 44 av 151

45 Jon Olav Ødegård 7 333, % Bomi Framroze 190, % 5.12 Participation of major existing shareholders and members of the Company`s management, supervisory or administrative bodies in the April Private Placement, the September Private Placements and the Subsequent Offering allocation of more than 5 per cent of the shares in the Private Placement The following shareholders subscribed for more than 5% of the April Private Placements: Name and position New Shares subscribed Percentage of April Private Placement subscribed Hofseth International AS 1,750, % Bonafide Global Fish Fund 2,000, % Hofseth AS 5,302, % Verdipapirfondet DnB SMB 619, % The following shareholders subscribed for more than 5% of the September Private Placements: Name and position New Shares subscribed Percentage of September Private Placements subscribed Hofseth International AS 14,783, % Bonafide Global Fish Fund* 39,122, % Roger Hofseth AS 12,216, % Hofseth AS 8,565, % *Through Deep Blue Venture Holding AS Dr. Bomi Framroze, member of the management subscribed for 125,000 New Shares in the September Private Placements and Tor Erik Andersen 8, CEO subscribed for 750,000 New Shares in the April Private Placement. Apart from that has no member of the Company s management, supervisory or administrative bodies subscribed for and were allocated New Shares in the April Private Placement or the September Private Placements. The Company is not aware of any conflicting interest by any subscriber in the April Private Placement, nor the September Private Placements that is material to either The April Private Placement or the September Private Placements. The Company is not aware of whether any members of the Company s management or Board intend to subscribe for Offer Shares in the Subsequent Offering, or whether any person intends to subscribe for more than 5 per cent of the Offer Shares. The Company has not entered into any underwriting agreement, stabilization agreements, market making agreements or similar agreements for trading of its Shares on Oslo Børs. The Shares are not listed or traded on any other regulated market or stock exchange than Oslo Børs. 7 Through wholly owned company Ødegård Prosjekt AS. 8 Through wholly owned company Torsen Holding AS 45 av 151

46 5.13 VPS registration, delivery, listing and transferability of the New Shares General All subscribers subscribing for New Shares must have a valid VPS account (established or maintained by an investment bank or Norwegian bank that is entitled to operate VPS accounts) to receive New Shares The April Private Placement Shares The April Private Placement Shares were registered in the VPS under a separate temporary ISIN with no. NO on 6 May 2016, and issued in accordance with the Companies Act. Upon approval of this Prospectus, the New Shares will, together with the existing Shares, be registered in book-entry form with the VPS under ISIN NO The Company's register of shareholders with the VPS is administrated by SEB Merchant Banking, Custody Service, PO Box 1843 Vika, NO Oslo, Norway, telephone The April Private Placementwill be tradable on Oslo Axess immediately following approval of this Prospectus by the Financial Supervisory Authority of Norway and conversion of ISIN number of the New Shares to the ordinary ISIN of the other Shares listed on Oslo Axess. The April Private Placement Shares are expected to be delivered to the subscribers VPS accounts on or about 3 October The September Private Placement Shares The September Private Placements Shares were issued in accordance with the Companies Act and will be registered in the VPS under a separate temporary ISINpending approval of this Prospectus and will subsequently be registered in book-entry form with the VPS under ISIN NO as soon as practically possible after this Prospectus has been approved. Upon approval of this Prospectus, the Private Placement Shares will, together with the existing Shares, be registered in book-entry form with the VPS under ISIN NO The Company's register of shareholders with the VPS is administrated by SEB Merchant Banking, Custody Service, PO Box 1843 Vika, NO Oslo, Norway, telephone The September Private Placements Shares will be tradable on Oslo Axess immediately following approval of this Prospectus by the Financial Supervisory Authority of Norway and conversion of ISIN number of the Private Placement Shares to the ordinary ISIN of the other Shares listed on Oslo Axess. The September Private Placements Shares are expected to be delivered to the subscribers VPS accounts on or about 3 October The Offer Shares The Offer Shares may not be transferred or traded on Oslo Børs before they are fully paid, the share capital increase has been registered with the Norwegian Register of Business Enterprises and the Offer Shares have been registered in the VPS, delivered to the subscribers and the Company has announced that the Offer Shares have been listed on Oslo Børs. 46 av 151

47 The Offer Shares will be registered electronically in book-entry form with the VPS under ISIN NO The registrar for the Shares is SEB Merchant Banking, cf. above. The Offer Shares are expected to be delivered to the subscribers VPS accounts on or about 25 October Selling and transfer restrictions For a description of selling restrictions applicable to the Private Placement, see Section 13 "Selling and Transfer Restrictions 5.15 Shareholder s rights relating to the New Shares The Private Placement Shares are, and the Offer Shares will be when issued, ordinary Shares in the Company each having a par value of NOK 1. The Private Placement Shares are, and the Offer Shares will be, issued electronically in registered form in accordance with the Norwegian Public Limited Companies Act. The rights attached to the New Shares will be the same as those attached to the Company s existing Shares. The New Shares will rank pari passu with existing Shares in all respects from such time as the share capital increases in connection with the issuance of the Private Placement Shares and the Offer Shares, respectively, are registered in the Norwegian Register of Business Enterprises. The holders of the New Shares will be entitled to dividend from the date of registration of the respective share capital increase in the Norwegian Register of Business Enterprises Lock-up restrictions No lock-up agreements were entered into in connection with the April Private Placement, the September Private Placements or the Subsequent Offering Proceeds and expenses related to the April Private Placement The gross proceeds to the Company for the New Shares were NOK 23.6 million. The Company will bear the fees and expenses related to the April Private Placement and the Listing, which are estimated to amount to up to approximately NOK No expenses or taxes have been charged by the Company to the subscribers in the April Private Placement. The net proceeds from the Private Placement will be approximately NOK 23.3 million Proceeds and expenses related to the September Private Placements and the Subsequent Offering The gross proceeds to the Company for the Private Placement Shares were NOK million. The Company will bear the fees and expenses related to the September Private Placements, the Listing and the Subsequent Offering, which are estimated to amount to up to approximately NOK thus resulting in net proceeds of approximately NOK from the September Private Placements and the Subsequent Offering, assuming full subscription in the Subsequent Offering. No expenses or taxes have been charged by the Company to the subscribers in the Private Placements or the Subsequent Offering Mandatory anti-money laundering procedures 47 av 151

48 The Private Placement and the Subsequent Offering are subject to the Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulations No. 302 of 13 March 2009 (collectively, the "AntiMoney Laundering Legislation"). Subscribers must verify their identity to the Company in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Subscribers who have designated an existing Norwegian bank account and an existing VPS account on the Subscription Form are exempted, unless verification of identity is requested by the Company from Subscribers who have not completed the required verification of identity prior to the expiry of the Subscription Period will not be allocated Offer Shares. Furthermore, participation in the Subsequent Offering is conditional upon the subscriber holding a VPS account. The VPS account number must be stated in the Subscription Form. VPS accounts can be established with authorized VPS registrars, who can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. However, non-norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the NFSA. Establishment of a VPS account requires verification of identification to the VPS registrar in accordance with the Anti-Money Laundering Legislation Governing law and jurisdiction The April Private Placement Shares and the September Private Placements Shares have been, and the Offer Shares will be, issued in accordance with the rules of the Norwegian Public Limited Companies Act. This Prospectus, the April Private Placement, the September Private Placements, the Subsequent Offering including the Subscription Form, and the New Shares are subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect to this Prospectus, the April Private Placement, the September Private Placements, the Subsequent Offering including the Subscription Form, and the New Shares shall be referred to the ordinary courts of Norway and is subject to the exclusive jurisdiction of Oslo City Court as legal venue Advisors Advokatfirmet CLP DA is acting as the Company's legal adviser in relation to the Private Placement Interest of natural and legal persons involved in the April Private Placement The following natural and legal persons have settled their share deposits in the April Private Placement through conversion of existing debt and may therefore be seen to have an interest in the April Private Placement: - Hofseth AS; and - Ola Reitan Nordtømme. The above-mentioned natural and legal persons have had, and to some extent still do have, receivables towards the Company which have been used to subscribe for New Shares. Following 48 av 151

49 subscription of the New Shares, the Company's debt towards these natural and legal persons have been reduced with a total of NOK 10,572, Beyond the above-mentioned, the Company is not aware of any interest of any natural and/ or legal persons involved in the Private Placement Interest of natural and legal persons involved in the September Private Placements The following natural and legal persons have settled their share deposits in the September Private Placements through conversion of existing debt and may therefore be seen to have an interest in the September Private Placements: - Roger Hofseth AS; - Hofseth International AS - Seafood Farmers AS - Hofseth Logistics; - Bonafide Ltd; - Alliance Seafood Inc. - Dr. Bomi Framboze; and - Eeek AS The above-mentioned natural and legal persons have had, and to some extent still do have, receivables towards the Company which have been used to subscribe for New Shares. Following subscription of the New Shares, the Company's debt towards these natural and legal persons have been reduced with a total of NOK 155,808,426. Beyond the above-mentioned, the Company is not aware of any interest of any natural and/ or legal persons involved in the September Private Placements or the Subsequent Offering. PRESENTATION OF HOFSETH BIOCARE 6.1 Overview The Company is a Norwegian public limited liability company organised under the Companies Act, with business registration number The Company's registered office is c/o ØkonomiConsult AS, 6140 Syvde, Norway, and its telephone number is The legal and commercial name of the Company is Hofseth BioCare ASA. The Company was incorporated under the Norwegian laws on 5 August 2009 and registered in the Norwegian Register of Business Enterprises 29 August 2009, subsequently the Company was listed on Oslo Axess 2 December The Company's Shares are registered in the VPS. 6.2 Business concept Hofseth BioCare is a Norwegian biomarine company with the key objective to achieve a sustainable production of premium bioactive marine ingredients with documented health effects. The Company is founded on the core value of sustainability and optimal use of natural resources. Through innovative production technology and logistics, HBC is able to preserve the quality of protein, calcium and oil extracted from salmon off-cuts. Products that previously could only be used as animal feed, or discarded, can now be produced for human consumption. HBC is thus contributing 49 av 151

50 to sustainable use of marine resources and entering the higher profit market of quality ingredients for human applications. Hofseth BioCare uses distributors, agents and its own sales team to commercialize its business on a global scale. Sales are made as both bulk ingredient sales, and as finished end-user products depending on customer and target group. The Company currently sells its products for animal, pet and human consumption with main focus on the human consumption segment. 6.3 History and development Hofseth BioCare AS was incorporated on 5 August 2009 by Roger Hofseth AS. However, the business has its roots back to year In 2009, protein products derived from seafood was mainly used as animal feed, because the marine industry had not been able to produce high quality protein for direct use by humans. As far back as the 1990's, many companies tried to make better quality protein from fish using hydrolization, but none succeeded in achieving the quality needed. The right technology was not available, and the raw material control was insufficient. This was the starting point for heavy investments in research and new technology made by Green Earth Industries LLC in early The work done by Green Earth Industries LLC comprises the building blocks of Hofseth BioCare. Paperboy Ventures established Green Earth Industries LLC and had significant investments in technology, development, testing and documentation from 2000 to In 2007, Paperboy Ventures started the initial construction of the Midsund plant, established under the name Real Estate Midsund AS. Paperboy Ventures was hit by the global financial crisis in 2009 and Green Earth Industries LLC went bankrupt after Landsbanki had to withdraw its bank facility. Certain assets of Green Earth Industries LLC, like the Midsund plant and immaterial property rights were acquired by Roger Hofseth AS in 2009, and Hofseth BioCare was established. The plant was approximately 60% finished when Hofseth BioCare was incorporated. In 2011, Hofseth BioCare merged with Cromi AS and completed the Midsund plant. The first commercial production commenced primo October Cromi AS was a consultant group operating in the neutraceutical human market and brought important assets to HBC, such as, an international market competence, a network of professionals within product and business development, and a new management with Sjur Jenssen as CEO and Lucas Altepost as VP for Sales and Marketing. On 12 October 2011, Hofseth BioCare entered into an agreement with Sinkaberg-Hansen AS regarding an option for establishment of a new and larger production plant and on 14 November 2011, Hofseth BioCare Rørvik AS was incorporated by Hofseth BioCare (51%) and Sinkaberg-Hansen AS (49%). On 30 March 2012, the Company announced that it had acquired Tine's spray drying facility at Berkåk. On 18 September 2012, HBC Berkåk AS was incorporated by Hofseth BioCare (100%). On 8 January 2013, the contract with Tine AS was transferred to HBC Berkåk AS and the takeover of the Berkåk plant was completed. Hofseth BioCare now has full control over its entire protein value chain from sourcing of raw material through to its final product. 50 av 151

51 On 1 March 2013, HBC's former CEO and current CFO (Jon Olav Ødegård) joined the Company. In March 2014 full-scale test production was completed at Midsund verifying positive lab tests of new mixing technology and enzymes indicating more than a doubling of current production capacity. The Company currently focus on commercialization of the business strategy and has recently increased its sales and marketing activity resulting in sales and launch of products in Norway, Sweden, Finland, Poland, England and China On 25 February 2015, the Company announced that it has collaborated with NattoPharma ASA to develop a unique product which combines HBC's OmeGo salmon oil with NattoPharma ASA's vitamin K2 ingredient, named MenaQ7. In March 2015, the Company launched its enhanced marine calcium product line, CalGo, at the trade show Expo West in Los Angeles, USA. In April 2015, the Company, in collaboration with its partner Recon Oil, was granted a Canadian patent (patent no. 2,743,434) which covers the use of marine oils in reducing the unique circulatory biomarker, oxldl-gp, for improved cardiovascular health. In the start of June 2015, the Company completed the Bond Loan and the Private Placement. In June 2015, Hofseth BioCare entered into a sales and distribution agreement with the Tokyo-based company Alliance Seafood Ltd. As part of such agreement, Hofseth BioCare and Alliance Seafood Ltd. incorporated a joint sales company called HFS Alliance Inc. in October 2015, which shall operate from Tokyo. The Company holds 15 % of the shares in HFS Alliance Inc. In June 2015, the Company entered into an agreement to supply its OmeGo product in capsule form to Zheijang Holley International Co. Ltd. Marketing and sales will be done through a B2C (business to commerce) platform, social media and a network of 6,000 pharmacies and retail stores. The Company is dependent on entering into this type of agreement to generate and increase revenue. Further in June 2016, HBC entered into an exclusive distribution agreement with BioCare Finland Oy for distribution of the Company's full range of finished products. In August 2015, the Company entered into an agreement with Fraser Cameron Healthcare Ltd. for delivery of the Company's protein product, ProGo. The agreement has a contract term of three years and was entered into as a result of the Company's exclusive distribution agreement with ACETO Health Ingredients. In March 2016 HBC entered into an agreement with Olimp Laboratories sp. Z o.o. of Poland for the sale of the Company s protein product, ProGo in Poland, Czech Republic and Slovakia. The contract was done through ACETO Health Ingredients. In April 2016 HBC entered into an agreement with XXL Grossist Norge AS and XXL Europe GmbH for the distribution in their stores of the Company s entire range of finished products. The Company plans to take advantage of the agreement with XXL Grossist AS and XXL Europe GmbH for the purpose of cost-effective marketing through exposure of its finished nutrition products in XXL's retail stores and webshop. 6.4 Significant changes impacting the Company's operations and activities. 51 av 151

52 There have been no significant external or internal changes impacting the Company's operations since the last published audited financial statement. However, the Company is undergoing an expansion of the Midsund facility, referred to as the Turnaround Project. The aim is to enhance the quality of the human nutrition protein and finish production lines for calcium and the new product with Partly Hydrolysed Proteins (PHP). The competitive situation and the market's demand for the Company's products set out in section 7 is consistent and the Company has not encountered any significant changes, since the last published audited financial statement, which influence this picture. 6.5 Legal structure Hofseth Biocare is both a holding company and an operational company. Hofseth BioCare owns 51% of the shares in the Norwegian company Hofseth BioCare Rørvik AS. Hofseth BioCare Rørvik AS is a company established in 2012 together with Sinkaberg-Hansen AS (49%). In addition, the Group's operations at the Midsund plant are operated through Hofseth BioCare (and not one of its subsidiaries). The Midsund plant is owned directly by Hofseth BioCare. The Company and Sinkaberg-Hansen AS plans to establish a second production facility for HBC which will be similar to the Midsund plant, and which will be situated next to Sinkaberg-Hansen AS' production facilities on Rørvik in Norway. The construction of the ground for the production and the building site was completed in However, the construction of the factory building is set on hold until an upscaling of the Group's production has been decided. The plan for the establishment of Hofseth Biocare Rørvik AS was, and still is, to carry out the same business as the Company, but Hofseth Biocare Rørvik AS will require certain services from the Company as set out in Section 8.7 "Related party transactions". Hofseth BioCare owns 100% of the shares in the Norwegian company HBC Berkåk AS, which is a spray drying facility that will handle drying of protein products for the Company. Hofseth BioCare acquired the spray drying facility from Tine SA. Hofseth BioCare ASA Hofseth BioCare Rørvik AS (51%) HBC Berkåk AS (100%) 6.6 Hofseth BioCare's vision and objective Vision Hofseth BioCare's vision is to achieve sustainable production of premium bioactive marine ingredients with documented health effects. 52 av 151

53 6.6.2 Objective Hofseth BioCare's key objective is to provide high value added biomarine ingredients for human applications. Through innovative production technology and logistics, HBC preserves the quality of protein, calcium and oil extracted from fish. The technology is proprietary to the Company. The Company has submitted patent applications related to the technology, which are in process. Products that could previously only be used as animal feed can now be made suitable for human consumption and pharmaceuticals. HBC is thus contributing to sustainable use of marine resources. 6.7 Products The core business of HBC is to produce high value ingredients and finished products from salmon off-cuts. This means that the Company is mainly a production company, not a refiner or distributor. Hofseth BioCare produces the following four primary product fractions from the enzymatic hydrolysis: marine lipids, solvable protein hydrolysate, marine calcium and minerals and partially hydrolyzed protein. For more information on patents related to the Company's products, please refer to Section 7.12 "Patents and trademarks" Marine Lipids (Oil) (OmeGo ) The Company's marine oil products are marketed under the product label OmeGo and have the product characteristics and applications set out below. Product characteristics Low in free fatty acid ("FFA") HBC's salmon oil is transparent with a reddish/pink colour, low in free fatty acid values in the range of % and with very low rancidity values. High in docosapentaenoic acid ("DPA") HBC's oil is a natural oil containing adequate amounts of eicosapentaenoic acid ("EPA") and docosahexaenoic acid ("DHA"), and it is higher in DPA than most other omega-3 oils. Low density lipoprotein ("LDL") Scientific studies 910 indicate that extra virgin salmon oil has the effect of lowering oxidized LDL. Oxidized LDL has been shown in dozens of journal articles to be a very good predictor molecule for identifying cardio-vascular disease ("CVD"). Antioxidant 9 Sen & Framroze, The Effect of Dietary Oil Capsules on Reducing Serum Concentrations of Oxidized Low Density Lipoprotein- β 2-Glycoprotein-I Complex, Nutrition & Food Sciences 2013, 3:5 10 Framroze & Shah, A study on serum concentrations of ozidized low-density lipoprotein β2-glycoprotein I compelx in patients with normal and dyslipidemic lipid profiles, Journal of Indian College of Cardiology 2013, av 151

54 This salmon virgin oil also contains the strong antioxidant asthaxanthine, and retains other bioactive components that are normally removed during the production of refined omega-3 oils. Marine lipids play an important role in both human and animal health and nutrition. Applications Human health and nutrition - Dietary supplements Hofseth BioCare's marine oil represents a new approach to how the oil is sourced and purified. HBC's production is dedicated for human consumption from the sourcing of the raw material to its new enzymatic production technology. The enzymatic processing solves many of the issues that the traditional crude fish oil industry is facing, such as sustainability, fishy taste, lack of freshness of the raw material and lack of quality control of the value chain. The typically Western diet does not supply enough EPA and DHA, which may contribute to increased risk of chronic diseases and hundreds of thousands of preventable deaths. First and foremost, omega-3 fatty acids must be consumed in the daily diets; they are essential because the body cannot synthesize them from other types of fat in the diet. The marine oil supplements in the market today are omega-3 in natural or concentrated form. Animal and pet food Salmon oil is largely used in feed and pet food. The traceability of HBC's salmon oil, the controlled enzymatic processing, the freshness and good palatability of the product are distinctive quality characteristics that play an important role for the animal and pet nutrition market. A recent study 11 showed that fresh Norwegian salmon oil has equal or better palatability than poultry fat for dry feed to dogs (pet food). These findings open up new possibilities for HBC's fresh salmon oil, both in the feed and the pet food segments Soluble Protein Hydrolysate (SPH) (ProGo ) The Company's soluble protein hydrolysate products are marketed under the label ProGo and have the product characteristics and applications set out below. Product characteristics Low on fat The SPH is generated from the water-soluble protein fraction of the enzymatic process. The final free-flowing spray-dried powder is now currently sprayed out at HBC's facilities at Berkåk. The final product contains 90% + protein and less than 1% fat. Specification SPH consists of oligopeptides and smaller peptides with a maximum molecular weight well under 10,000 Daltons, as measured by MALDI-TOF analysis (matrix assisted laser desorbtion/ironization). Applications Human health and nutrition - Healthy and functional food 11 Presented at RUBIN-Conference, Feb. 7 th, av 151

55 Studies clearly show that fish protein hydrolysate ("FPH") can be an important part in reducing the development of obesity. Preliminary studies 15 in an animal model indicate that FPH might increase fat oxidation, which can reduce the development of obesity. Compared to composition of proteins frequently utilised in the food industry, such as soy and milk, the FPH are particularly rich in the water soluble B-vitamins. B-vitamins are essential in energy consuming processes such as fat oxidation, both in animals and humans. Furthermore, FPH has a different amino acid ("AA") composition than both soy and milk, which might be favourable with respect to fat metabolism. The nutritional qualities of Hofseth BioCare's FPH, along with its functional and technical properties make it very suitable for applications in healthy and functional foods. Animal health and nutrition Pet food Feeding studies 1617 carried out using fish hydrolysates on dogs and cats show that SPH may also have an immune-stimulating effect on pets in addition to a nutritional value. This may solve specific gut infections in young animals and compromise immune systems in geriatric pets. Based on the studies done, it is assumed that Hofseth BioCare's SPH bioactive properties will distinguish itself from ordinary protein. HBC do also have strong indication that their SPH has hypoallergenic effects on animals due to the unique AA profile and low Dalton Weight of the product. HBC's results on iron uptake, research and good documentation on palatability and good digestibility are important competitive advantages. Animal health and nutrition Feed Studies 18 on SPH clearly showed that SPH increased iron uptake as compared to other digested protein sources tested. SPH improved iron uptake over casein and was even more than 40%, higher than hydrolyzed meat protein. 12 Dietary cod protein improves insulin sensitivity in insulin-resistant men and women: a randomized controlled trial. Ouellet V, Marois J, Weisnagel SJ, Jacques H. Diabetes Care Volume Nov;30(11) Page Dietary cod protein reduces plasma C-reactive protein in insulin-resistant men and women. Ouellet V1, Weisnagel SJ, Marois J, Bergeron J, Julien P, Gougeon R, Tchernof A, Holub BJ, Jacques H. Journal of Nutrition Dec; Volume138(12) Page Responses of Plasma Lipoproteins and Sex Hormones to the Consumption of Lean Fish Incorporated in a Prudent-Type Diet in Normolipidemic Men. Brigitte Lacaille et al. Journal of the American College of Nutrition, Vol. 19, No. 6, Page (2000) 15 A Fish protein hdyrolyate alters fatty acid composition in liver and adipose tissue and increases plasma carnitine levels in a mouse model of chronic inflammation. Bodil Bjorndal et al. Lipids in Health and Disease 2013, Vol 12: Page Fish meals, fish components, and fish protein hydrolysates as potential ingredients in pet foods. Folador, J., Karr- Lilienthal, L., Parsons, C., Bauer, L., Utterback, P., Schasteen, C., Bechtel, P.J., Fahey, G. Journal of Animal Science (2006) Vol. 84(10) Page Fish protein substrates can substitute effectively for poultry by-product meal when incorporated in high quality senior dog diets. Zinn, K., Hernot, D., Fastinger, N., Karr-Lilienthal, L., Bechtel, P.J., Swanson, K., Fahey, G. Journal of Animal Physiology and Animal Nutrition.(2008) Vol. 93(4) Page Internal Report, Results published in part in Patent Application WO Novozyme PP1 is the pilot plant version of the SPH from Midsund today. Caco-2 Cell Iron Uptake measurements using SP Dry Novozyme PP1(SPH) in comparison with Meat, Chicken and Fish and Casein Protein digests. Romano Development Inc. 25th March av 151

56 The iron uptake indication has several important applications in animal feed. One important application is the piglet feed, where the ability of the piglet gut to digest and absorb iron is a ratelimiting function for rapid growth and feed efficiency. A positive impact on iron absorption could also lead to the physiological benefits of reducing anemia and improving the respiratory function. Fermentation In microbiological and fermentation media, HBC's SPH represents a good alternative of peptones of animal sources. Soluble proteins' key properties for fermentation media: Highly soluble Molecular size below 3000 Daltons Easily convertible/useable nitrogen Prion free Low ash content Test results 19 show that fish peptones are good alternatives to peptones derived from animal sources. There is no crossover between salmon and human diseases, addressing consumers' concerns regarding animal diseases (like mad cow disease / bovine spongiform encephalopathy ("BSE")) Marine Calcium & Minerals (CalGo ) The Company's marine calcium & minerals products are marketed under the label CalGo and have the product characteristics and applications set out below. Product characteristics Many uses Fish bones are an excellent natural source for calcium and essential minerals. HBC's marine calcium & mineral fraction is a dry powder that can be further formulated into products as desired by HBC's customers. Salmon calcium seems to exhibit excellent absorption and high bio-availability. Natural balance The calcium to phosphorous ratio in the fraction is approximately 2:1. This is similar to the naturally occurring amounts in human skeletons, making the product particularly useful in feed and nutraceutical markets. Applications Human health and nutrition - Dietary supplements Calcium is essential for the bone metabolism, but daily calcium requirements are not met in a significant proportion of the population. Fortunately, oral calcium supplementation can help to meet these needs; however, the calcium bioavailability depends on the calcium sources. 19 Internal report, Report on Comparison Studies using SP Dry Novozyme PP1 from the Novozyme pilot trial Jan 2008 as a Component for Microbial Growth Media. Romano Development Inc. 22nd February av 151

57 A recent study 20 shows that salmon bones (equal to the HBC calcium process), because of their high calcium content, can conveniently be utilized as a high quality food ingredient or supplement in human nutrition. In the mentioned study, the calcium in enzymatically rinsed bones from Atlantic salmon was demonstrated to be a well absorbed source of calcium in young, healthy men. A second trial 21 conducted by the Service de Nutrition de I'Institut Pateur assessed that enzymatically treated fish bone powder (similar to the HBC calcium process) constitutes an excellent source of calcium. These results indicate that HBC's marine calcium may enhance growth of bone structure in humans. HBC has a detailed R&D plan and first positive results of a Caco-2 in line cell study are currently being followed by an animal trial on ovariectomised ("OVX") rats that simulate osteoporosis in older women. If the OVX rat trial shows positive results, HBC intends to do a whole body bone scan followup study in humans suffering from osteoporosis. The results of the OVX rat trial was published in Nutrition and Food on 3 March 2015 with positive results 22. Animal health and pet nutrition Feed Studies 2324 show that marine calcium made from enzyme-treated salmon bones (equal to the Hofseth BioCare process) has a better absorption rate in pigs than commercial calcium. In addition the calcium source made from enzyme-treated salmon bone has a higher absorption rate compared to calcium from codfish and white fish. With more and more pets living to a ripe old age, nutritional supplements for pets have become a fast growing business, as pet owners seek out health products for their beloved friends. The Company believes that its marine calcium, with its proven bioavailability, is perfectly suited for the premium pet market and as an additive for animal health nutrition Partially Hydrolyzed Protein (PHP) Product characteristics Superior content The PHP fraction, produced as a dry granular powder, has a complementary AA profile when compared to other animal protein sources, with significantly higher levels of phospholipids, good digestibility (92 94%), and a high ratio of essential AA. 20 Calcium from salmon and cod bone is well absorbed in young healthy men: a double-blinded randomised crossover design Marian K Malde1*, Susanne Bügel2, Mette Kristensen2, Ketil Malde3, Ingvild E Graff1, Jan I Pedersen4, 20th Jul ( 21 Effects of two marine dietary supplements with high calcium content on calcium metabolism and biochemical marker of bone resorption Institut Pasteur de Lille, France., European Journal of Clinical Nutrition. Jul "A Comparative Study of the Impact of Dietary Calcium Sources on Serum Calcium and Bone Reformation Using an Ovariectomized Sprague-Dawley Rat Model". Framroze et al. J Nutr Food Sci :2. 23 Fish Bones - a highly available calcium source in growing pigs. Marian K Malde et al. J. Anim Physiol & Anim Nutr 2010 Vol 94(5) Page Calcium from salmon and cod bone is well absorbed in young healthy men: a double blind randomised crossover design. Marian K malde et al. Nutrition and Metabolism 2010 Vol 7 Page av 151

58 Many uses Its elevated and well-balanced essential AA profile, combined with high digestibility due to partial hydrolysis, makes it an ideal complement to vegetable proteins such as rice protein, wheat protein, and maize protein. Cost-effective In order to reach the full potential of the PHP fraction, the Company has developed a cost-effective method for concentrating and drying this fraction without a loss of nutritive value. Applications Animal health and nutrition Feed Due to low margins within pig production, low price proteins of poor nutritional value are used to lower costs. To reduce the risk of problems and diseases due to the poor quality, the feed is added with antibiotics, high levels of zinc etc. Fishmeal is already recognised in the industry as an excellent source of AAs. Animal health and nutrition Pet food Hofseth BioCare's PHP's well balanced essential AA profile, combined with high digestibility, makes it an ideal complement to vegetable proteins such as rice protein, wheat protein, and maize protein. Consequently, the PHP is a very good choice as a protein fortifier in pet feed, especially when the feed has high levels of vegetable proteins low in tryptophane and methionine Webshop and end-user products The Company released a new webshop in December The webshop is currently only open for the Norwegian market. HBC intends to release the webshop to other markets as well, but the Company uses the Norwegian market to test the demand for the Company's end-user products and for optimizing logistics for sales from the webshop. HBC Berkåk AS is currently handling logistics and deliveries for sales from the webshop. The first direct sales though the webshop started the first day of release without any particular marketing campaigns. As of the date of this Prospectus, marketing is predominantly done through Facebook campaigns. HBC has been working on getting in place its own design language to differentiate from the competition. This is to better portray the Company's slogan ("This is different") in every possible way. A maximalist approach to design has long been the norm in health- and sports nutrition, and with its new minimalistic design, HBC are now different in both product and design. The web shop is scalable so that new languages, currencies and products can be added at will. 6.8 Production technology and process Hofseth BioCare processes its raw material through an enzymatic hydrolysis process that gradually digests the protein in the raw material, breaking down the long chain proteins into shorter peptides chains and peptones. 58 av 151

59 This process requires careful management of the hydrolyzing time, supply of enzymes, temperature and moisture. The hydrolyzed raw material is separated and concentrated in several steps ending up with the four product fractions; oil, protein concentrate, dried bone/calcium and dried protein. The entire process is controlled and monitored by the PLC-system. The marine calcium and partly hydrolyzed protein are dried internally at the Midsund plant, while the liquid soluble fraction is dried at the Berkåk facility, performed by a conventional spray dryer. Spray drying is a process where products are pumped at high pressure over injectors on the top of a drying chamber. The products atomize, resulting in a large surface. Later the products fall into the drying chamber, where hot air dries the products. Eventually the dried products are collected in the tank, packed/labelled and placed in stock ready for dispatch to customers. For Hofseth BioCare's end-user products, the Company uses third parties for certain stages of the production and manufacturing cycle, inter alia for encapsulation of the Company's salmon oil product, OmeGo. Such third party services are utilized on an order-by-order basis and not through a long-term agreement. Simplified illustration of the production process: 59 av 151

60 The crucial factors The two most important factors in the hydrolisation are the input of first class raw materials and a very high degree of control over the different production processes leading to the end product output. The first factor is addressed by quality control together with guarantees from the suppliers, whilst HBC's proprietary technology and advanced production facility management address the second key factor. A new method The platform technology of the Company is based upon a new method for full production controlled by-product refinement up to high-end protein products intended to substitute animal and soy products currently dominating the marketplace. Enzymes are specific, meaning that one certain type of enzyme under certain conditions can "cut" (hydrolyze) different types of protein at a certain place in the protein chain. To produce the optimal mix between proteins, peptides and AAs, HBC uses a Bacillus protease complex (enzymes). When combining both endo protease and exo peptidase activity, HBC can control the breakdown of the protein and achieve the desired result. Controlling the main hydrolysis in the reactors in terms of enzyme ratio and enzyme concentration together with optimal conditions such as ph level, time and temperature, is essential to obtain the desired quality. HBC has through its own R&D activities succeeded in developing its own enzyme recipe, which improves the taste of the SPH and successfully replaces the proprietary mixture of shelf available enzymes which was used in the production up to April The enzymes mixture combined with water and raw material gradually digests the long chain proteins by breaking them down into shorter peptides and AAs. To produce consistent, high-quality end products, HBC precisely controls key process parameters such as reaction time, temperature, and moisture content. 60 av 151

61 6.9 Production capacity and facilities Production capacities The existing processing plant in Midsund commenced production in June The designed production capacity is estimated to 18,500 tons of raw material for a full year. Hofseth BioCare estimates to process close to 9,500 tons of raw material with approximately 3,600 tons of finished products in The production in 2016 is lower than in a normal year due to expansion of the Midsund factory in April to June First production facility - Midsund Hofseth BioCare's first processing plant is situated in Midsund, Norway and is built with state of the art hardware and technology. The plant, the production facilities and the Company's fixed assets are not affected by environmental conditions. Dedicated, skilled and trained staffs with wide experience from the food processing industry secure the customer's full attention during the production process. New products are developed together with the customers and in-house R&D and Sales & Marketing crew. On demand, customers can be given online access to analysis results and certificates for their own products. The Midsund plant has an area span of 3,759 square meters. It is a fact that in the early phases it proved to be more challenging for Hofseth BioCare to obtain the designed yield and product quality for soluble protein (SPH) than previously expected. In addition, it was difficult to separate the mix of PHP/calcium into two distinct products. In general, the challenges were mainly related to the separation of the raw material into fractions in the early stages of production. As a result, the average yields in 2012 were only 4% of SPH (finished powder). The Midsund plant underwent substantial new process developments but managed at the same time producing products for sale during During the fourth quarter of 2012 and until February 2013, the preparation and installation of new equipment in the first phase of the production process were made. The production showed a substantial increase in yields of SPH in accordance with earlier lab tests, increasing from 4% to close to 8%. In the second half of 2014, the yield for SPH has however dropped back to approximately 5.8 %. The Company is continuously working on the separation of raw material as this is key to secure optimal yield and quality. Out of one ton of raw material, the production facility in Midsund has the following budgeted yields for 2015: (i) approximately 80 kg dry PHP (8%), (ii) approximately 15 kg dry calcium/bones (1.5%), (iii) approximately 180 kg of oil (18%), and (iv) approximately 58 kg of SPH (5.80%) Total amount of processed raw material in 2017 is expected to be 17,600 tons, up from 9,500 tons expected to be processed in The completion of the expansion of the Midsund plant in June 2016 is expected to significantly reduce the production cost per unit from July av 151

62 As of the date of this Prospectus, the Company's marine oil, SPH and CalGo are all considered finished products. Illustration of yield: 100% 8,0 % 2,5 % 6,0 % 18,0 % PHP Calcium SPH Oil Raw material Output Optimal conditions The plant's control system, programmable logic controller ("PLC") is programmed to operate according to fixed settings, to secure the most optimal and stable production conditions. The PLC system controls every single valve, pump, machinery and production step. Operators have full control over the process, and also over technical systems such as steam boilers and air compressors. Power consumption status is shown on the system. The PLC system operates online and can be connected from outside the plant for engineering service and support. In addition, key staff is given access directly to the system in order to be able to adjustments of parameters, fine tuning, trouble-shooting etc. Unstable processes, approved and not approved operations, and limit values will be recorded in the system for reports and documentation. Quality standards Hofseth BioCare's advanced and modern production facilities in Midsund and Berkåk are built and maintained to fulfill today's high requirements regarding product safety, sustainability and quality from the pharmaceutical, food and feed industry. No production plant is however better than the attitude and work habits of the people involved and therefore Hofseth Biocare have also invested time and energy to establish a culture to promote those values from the personnel involved in the everyday production up to the company's top management and they will continue to do so. Hofseth Biocare's Management System is based on the fundamentals of product safety and quality for this type of manufacturing which includes Mangement Commitment, Personnel involvement, applicable legal requirements, customer specifications, Good Manufacturing Practices (GMP) or Pre- Requisite Programs (PRP's) as they are more commonly referred to today within the food industry and a HACCP system according to Codex Alimentarius. 62 av 151

63 From an environmental and sustainability point of view Hofseth Biocare consider itself to be at the very forefront. The basic idea of using parts of the fish that otherwise would go to waste and instead handle and use it as a valuable resource for the benefit of human and animal health is in line with the very core of sustainability. Still consideration to minimise the impact on the local environment has to be made so therefore both plants are of the highest standard constructed to fulfil the very strict Norwegian environmental legislation. Hofseth Biocare is also in regular dialogue with the local community and environmental authorities to minimise any potential impact on the local environment such as odour. In Berkåk, Hofseth Biocare has invested in a new system unique for Norway which remarkably reduces any odour to the surrounding environment. At the Midsund plant, the Company has installed a salt water scrubber (installed in June 2014) which has reduced odour significantly. Despite these measures to minimise impact on the local environment, the Company may face regulatory demands which can impact the Company's use of Midsund plant. In order to show commitment to product safety, sustainability and accountability as a trustworthy business partner Hofseth Biocare is constantly monitoring the opinion of current and future clients to identify and act upon their needs and considerations regarding legislative issues, industry standards and best practices. Consistent high quality products are a significant advantage, as competitors focus principally on bulk delivery of products from poorly controlled processes. Hofseth BioCare uses substantial resources in order to meet the different quality standards demanded from the customers in order to enter new markets and segments. Close cooperation with world leading enzymes vendors, offering their own R&D and laboratory facilities for close follow up and troubleshooting with any type of product and production issues, secures the best quality standards. Not only are raw material and products monitored and tracked. The plant's hardware such as tanks, pumps, valves, instruments etc, are tagged, monitored and maintained to prevent production stops and costly equipment breakdown. Instruments are calibrated according to international standards and methods, making sure that the values measured are correct at any time. The Midsund factory is certified according to the product safety and quality standard GMP+ (Good Manufacturing Practice for animal feed) and was also evaluated and approved by the organisation Trustfeed at their highest level which is very unusual to achieve at the first time audit. Due to the importance of having high quality into the first level of the food chain, the requirements for reaching the GMP+ standard are very high. More importantly, the standard is an important basis acquiring the GMP standard for Dietary Supplements or other relevant quality standards. Good manufacturing practices (GMP) are the practices required in order to conform to the guidelines recommended by agencies that control authorization and licensing for manufacture and sale of food, drug products, and active pharmaceutical products. These guidelines provide the minimum requirements that a pharmaceutical or a food product manufacturer must meet to assure that the products are of high quality and do not pose any risk to the general public. In October 2012, Hofseth BioCare completed its first "Generally Recognised as Safe" (GRAS) selfaffirmation approval for its salmon-based Soluble Protein Hydrolysate (SPH) ProGo designed for human nutrition in the US market. A committee of independent experts critically reviewed efficacy 63 av 151

64 and toxicity data for ProGo, and found the product to match the highest quality standard for a protein isolate and concluded that its use should be generally recognised as safe. In November 2012, Hofseth Biocare became certified according to the sustainability standard by Friends of the Sea. Friends of the Sea is a non-profit non-governmental organisation (NGO), whose mission is to preserve the marine habitat. Hofseth BioCare follows environmental regulations standard in compliance and under the supervision of local county and national authorities. Hofseth BioCare fulfil environmental requirement for all its waste water for both current production sites in Midsund and Berkåk. However, any future failure to comply with such environmental requirements may affect the use of the productions sites Second production facility - Rørvik Hofseth BioCare has entered into an agreement with Sinkaberg-Hansen to establish Hofseth BioCare Rørvik AS and build a new production facility situated next to Sinkaberg-Hansen AS' production facilities in Rørvik in Norway when the business model is commercially ready for up-scaling of production capacity. Hofseth BioCare and Sinkaberg-Hansen decided in late 2012 to postpone the building of the factory. As of the date of this Prospectus, the Company and Sinkaberg-Hansen has not yet initiated building of the factory as the Company has not yet had need for additional production capacity Acquisition of spray dryer facility - Berkåk Hofseth BioCare entered into an agreement to acquire Tine's spray drying facilities at Berkåk on confidential terms. Through the transaction in January 2013, Hofseth BioCare gained full control over the critical phase of the SPH production-process and important human competence. In the future, all drying of SPH will be handled at Berkåk. The Berkåk facility will use approximately 50% of its full capacity for drying SPH from Midsund, and be able to dry SPH from future new factories and potential external clients. The facility at Berkåk has an annual capacity to handle 5,500 tons of soluble protein-concentrate, giving 1,800 tons of finished dried products. Since the take-over in January 2013, the production shows a significant quality improvement of the SPH powder, both in solubility and odour. In relation to the private placement carried out in March 2013, the Company acquired the remaining 8 % of the shares in HBC Berkåk AS. The Company thus holds all shares in HBC Berkåk AS. The Berkåk facility has a total area span of 15 acres, which includes both the plant site and the surrounding property Future production facilities Hofseth BioCare aims to enter into contracts similar to the contract with Sinkaberg-Hansen in the future, i.e. contracts with fish farming producers/processors and with the Norwegian pelagic fish industries for establishment of additional production facilities. There is an estimated volume of 850,000 metric tons of bi-products available along the Norwegian coast, that today are sold at very 64 av 151

65 low value (sealage), and HBC's technology represents an important opportunity for this industry to increase the value of their off-cuts Sourcing of raw material Midsund The plant at Midsund can currently process up to 18,500 tons of raw materials each year. The Company's previous long term supply agreements for raw materials with SFF and Hofseth AS (wholly owned subsidiaries of Hofseth International AS) were transferred to Hofseth International AS in December As part of the consideration for the right of supply of raw materials, Hofseth International AS shall deliver a quantum of raw materials to the Company corresponding to the remaining right of supply of raw materials to the Company under the previous long term supply agreement at a discounted price. Simultaneously with transferring the long term supply agreements, the Company entered into a new, long term supply agreement regarding delivery of 30,000 tons of raw material with SFF and Hofseth AS. The delivery period under this agreement commences on such time as Hofseth International has completed delivery of raw materials as payment of consideration, as described above. The delivery period ends after three years. The Company will nonetheless be entitled to purchase raw materials from other producers if SFF or Hofseth AS fails to meet the conditions set out in the supply agreement. Accessible volume of raw material from such other producers exceeds the capacity at Midsund plant. The Company is regularly in contact with both existing and new potential suppliers of raw material. Rørvik Sinkaberg-Hansen AS and Hofseth BioCare's new plant at Rørvik is expected to have the same design as the Midsund plant and thus the same production capacity. Hofseth BioCare Rørvik AS' has secured an exclusive right to all available raw material from the Sinkaberg-Hansen group that can be used in the production at the Rørvik plant. Sinkaberg-Hansen AS processed approximately 24,000 tons of salmon in their plants in 2013, which provided around 7,500 tons of bi-products. The Rørvik plant is currently not active, but may be built when the demand for the Company's products requires so. Until it is decided to proceed with the building of the Rørvik plant, no new contracts with salmon producers for the supply of the additional raw material needed will be signed Market strategy A new quality standard Bi-products The fishing industry traditionally has been sourcing its raw material bi-products to animal feed. Today, this market is dominated by producers (mainly feed fish) that have a dedicated supply chain and are mainly selling their products as animal feed. 65 av 151

66 In the last 20 years, the technology used in the upstream sector of this industry has seen little innovation. Hofseth BioCare intends to set a new standard of quality for the fish protein and fish oil industry, an industry that has mainly focused on volumes and feed quality standards. Opportunities In the opinion of the Company, there are great opportunities to further improve the upstream sector of this industry in the way bio-marine ingredients are handled, sourced and produced with improved technology and more controlled processing. The enzymatic hydrolysate production at HBC, with the use of fresh off-cuts from aquaculture represents a concrete step in delivering higher quality in the bio-marine ingredients marketplace. Higher value In the starting phase, HBC sold most of the volume to the animal nutrition market in order to secure full off-take for all its production. The animal nutrition market is characterized by high volumes and low prices. Gradually, as contracts are signed for the higher-end pet and nutrition markets, more volumes will go into these markets where total market volumes are lower, but prices are considerably higher. HBC's key target market is the human nutrition market and several contracts for products to this market has been signed. Recently, the Company has also started working on product development for the higher end pharmaceutical market, focusing mainly on high grade marine calcium. The Company's work on product development for the higher end pharmaceutical market is preliminary, and additional research must be done before moving further along this path. Market pyramid: Market entry strategy Hofseth BioCare is entering three distinct markets with four products. HBC is working to establish a "distributors network" that will streamline logistics and maximise coverage in each geographical and market segment. A distributor should be able to handle one or more of HBC's target markets Distribution strategy 66 av 151

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