OBSERVE MEDICAL ASA: Resolutions to increase the share capital in connection with subsequent offering and conditional loan conversion

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Oslo, 18 November 2024

Reference is made to the stock exchange announcement by Observe Medical ASA (the
"Company" or "Observe Medical", OSE ticker "OBSVR") on 24 June 2024, regarding
the successful placement of a private placement in the Company raising gross
proceeds of NOK 22 million (the "Private Placement") and a potential subsequent
offering of up to 32,500,000 new shares (the "Subsequent Offering"). Reference
is further made to the stock exchange announcement by the Company on 15 November
2024, regarding Navamedic ASA's conditional conversion of a portion of a loan to
the Company to shares in the Company (the "Loan Conversion").

In the extraordinary general meeting of the Company held on 17 July 2024, the
board of directors was granted (i) an authorisation to increase the Company's
share capital by up to NOK 8,450,000, in connection with the Subsequent Offering
("Board Authorisation I") and (ii) an authorisation to increase the Company's
share capital by up to NOK 12,775,630, to inter alia finance further growth and
secure an optimal capital structure of the Company ("Board Authorisation II").

Share capital increase in connection with the Subsequent Offering

In accordance with Board Authorisation I, the board of directors has today
resolved to increase the share capital by a minimum of NOK 0.26 and a maximum of
NOK 8,450,000, through the issuance of a minimum of one and a maximum of
32,500,000 new shares, each with a nominal value of NOK 0.26, (the "Offer
Shares") with a subscription price of NOK 0.40 per Offer Share.

Thus, the board of directors has resolved to carry out the Subsequent Offering.
The resolution is conditional upon the Norwegian Financial Supervisory
Authority's ("NFSA") approval of a prospectus, which the Company has prepared in
connection with (i) the listing on Euronext Expand of 16,862,962 shares issued
in connection with tranche two of the Private Placement (ii) the listing on
Euronext Expand of 40,887,038 new shares resolved issued in November 2024 in
connection with the conditional Loan Conversion, and (iii) the Subsequent
Offering (including the listing of the Offer Shares on Euronext Expand)(the
"Prospectus"). It is expected that the Prospectus will be approved by the NFSA
on or about [19] November 2024, and that the subscription period in the
Subsequent Offering will commence on 20 November 2024 at 09:00 hours (CET) and
expire on 4 December 2024 at 16:30 hours (CET).

The Subsequent Offering will be directed towards shareholders of the Company as
of 24 June 2024 (being registered as such in the Norwegian Central Securities
Depository (the "ES-OSL") on 26 June 2024 pursuant to the ES-OSL's standard two
days' settlement procedure (the "Record Date")), who (i) were not allocated
shares in the Private Placement, or (ii) are not resident in a jurisdiction
where such offering would be unlawful, or (for jurisdictions other than Norway),
would require any prospectus filing, registration document or similar document
or action (such eligible shareholders jointly the "Eligible Shareholders").

Each Eligible Shareholder will be granted 0.41850 Subscription Right for every
existing share registered as held by such Eligible Shareholder as of the Record
Date, rounded down to the nearest whole Subscription Right. Each Subscription
Right will, subject to applicable law, give the right to subscribe for, and be
allocated, one (1) Offer Share in the Subsequent Offering. Over-subscription
will be permitted. Subscription without Subscription Rights will not be
permitted.

Allocation of the Offer Shares in the Subsequent Offering is expected to take
place on or about 5 December 2024, and the Offer Shares are expected to be
delivered on or about 16 December 2024. Further information regarding the
Subsequent Offering will be set out in the Prospectus.

Carnegie AS is acting as the manager in the Subsequent Offering (the "Manager").
Advokatfirmaet Thommessen AS is acting as legal advisor to Observe Medical in
relation to the Subsequent Offering.

Share capital increase in connection with the Loan Conversion

In accordance with Board Authorisation II, the board of directors has today
resolved to increase the share capital by NOK 10,630,629.88, through the
issuance of 40,887,038 new shares, each with a nominal value of NOK 0.26, (the
"Conversion Shares") to Navamedic ASA, at a subscription price of NOK 0.40 per
Conversion Share. The share consideration will be settled through set-off of
loans with a total nominal amount of NOK 16,354,815.20 from Navamedic ASA to the
Company granted under a loan agreement dated 27 September 2019, with an
outstanding principal amount of NOK 32,000,000 prior to the Loan Conversion
(with the addition of interest).

Completion of the share capital increase is conditional upon the Subsequent
Offering being completed with gross proceeds of minimum NOK 1,500,000 (the
"Condition").

Subject to satisfaction of the Condition, it is expected that the share capital
increase will be registered in the Norwegian Register of Business Enterprises on
or about 18 December 2024.

This information is subject to the disclosure requirements according to Section
5-12 of the Norwegian Securities Trading Act.

For further information, please contact:

Jørgen Mann, CEO Observe Medical

Mobile: +45 408 67 558

E-mail: jorgen.mann@observemedical.com

Johan Fagerli, CFO Observe Medical

Mobile: +47 958 12 765

E-mail: johan.fagerli@observemedical.com

About Observe Medical:

Observe Medical is a Nordic medtech company that develops, markets and sells
innovative medtech products for the global market. The Company is committed to
improving patient welfare and patient outcomes, improving clinical data accuracy
and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and
commercialisation of its broad portfolio of medical technology products, mainly
in urine measurement and ultrasound, in combination with targeted M&A and
distribution. Observe Medical is working with a network of leading distributors
to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.

- IMPORTANT INFORMATION -

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager, nor or any of its affiliates or
any of their respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of Observe Medical.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from Australia, Canada, Japan, Hong Kong, South Africa
or the United States (including its territories and possessions, any State of
the United States and the District of Columbia) or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.
The publication, distribution or release of this announcement may be restricted
by law in certain jurisdictions and persons into whose possession any document
or other information referred to herein should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). Apart from the Conversion Shares,
all of the securities referred to in this announcement have been offered on the
basis of a listing and offering prospectus. Investors should not subscribe for
any securities referred to in this announcement except on the basis of
information contained in the aforementioned prospectus.

In any EEA Member State other than Norway, this communication is only addressed
to and is only directed at qualified investors in that Member State within the
meaning of the EU Prospectus Regulation, i.e. only to investors who can receive
the offer without an approved prospectus in such EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

In connection with the transactions described in this announcement, the Manager
and any of its affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Manager and
any of its affiliates acting as investors for their own accounts. The Manager
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Manager and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.