QLife

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE

Publication of Prospectus

The Prospectus has been prepared in connection with the Rights Issue and has today, on 9 February 2024, been approved and registered by the Swedish Financial Supervisory Authority. The Prospectus, containing complete terms and conditions regarding the Rights Issue, is available on Qlife's website (www.qlifeholding.com) and Eminova Fondkommission’s website (www.eminova.se).  The Prospectus will also be available on the Swedish Financial Supervisory Authority's website (www.fi.se).

Summary of the Rights Issue

• Existing shareholders will receive one (1) unit right for each share held on the record date on 8 February 2024. Three (3) unit rights entitle the holder to subscribe for one (1) unit in the Company. Each unit consists of twenty-three (23) new shares, eight (8) warrants series TO 4, and eight (8) warrants series TO 5.

• The Rights Issue comprises a maximum of 215,187,249 units, corresponding to a maximum of 4,949,306,727 shares and 3,442,995,984 warrants series TO 4 and TO 5. Upon full subscription in the Rights Issue, Qlife will initially receive approximately SEK 49.5 million before deduction of issue costs. In the event that all warrants series TO 4 and TO 5 issued in the Rights Issue are exercised for subscription of shares, the Company will receive additional issue proceeds of approximately SEK 73.2 million before deduction of issue costs.

• One (1) warrant series TO 4 entitles the holder to subscribe for one (1) new share in the Company during the period 7 – 21 June 2024 at an exercise price of SEK 0.02 per share, and one (1) warrant series TO 5 entitles the holder to subscribe for one (1) new share in the Company during the period 21 November – 5 December 2024 at an exercise price of SEK 0.0225 per share.

• The subscription price in the Rights Issue is SEK 0.23 per unit, corresponding to SEK 0.01 per share. The warrants are issued free of charge.

• The subscription period in the Rights Issue runs between 12 – 26 February 2024.

• Warrants series TO 4 and TO 5 are expected to be admitted to trading on Nasdaq First North Growth Market in close connection with the registration of the Rights Issue with the Swedish Companies Registration Office and the conversion of BTU to shares and warrants.

• The Rights Issue is covered by guarantee commitments up to approximately 61 percent. The guarantee commitments consist partly of a so-called top guarantee and partly of a so-called bottom guarantee.

• In order to secure the Company’s liquidity needs until the Rights Issue has been completed, the Company has raised a bridge loan of SEK 5.0 million from Formue Nord Markedsneutral A/S.

For further information on the Rights Issue, please refer to the published Prospectus.

Timeline for the Rights Issue

Advisors

Eminova Partners Corporate Finance AB and Gemstone Capital A/S act as financial advisors, and Eminova Fondkommission AB has been appointed as issuing agent, in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal advisor to Qlife.