Vistin Pharma ASA (A public limited liability company organized under the laws of Norway)

Listing of the Shares in Vistin Pharma ASA on Oslo Axess in connection with the offering of 17,054,935 Offer Shares at a

Subscription Price of NOK 10 per Offer Share.

This prospectus (the Prospectus) relates to, and has been issued by Vistin Pharma ASA (the Company), solely for use in connection

with the offering (the "Offering") and listing on Oslo Axess, a regulated market operated by Oslo Brs ASA (the "Listing") of 17,054,935 new ordinary shares (the "Offer Shares") in the Company, each with a nominal value of NOK 1 and at a subscription price of NOK 10 per

Offer Share (the Subscription Price).

The Offering consists of (i) 15,554,935 new shares at NOK 10 per new share (the New Shares) are directed towards the shareholders of

Weifa ASA ("Weifa") as of 19 May 2015, registered as such in the Weifa's shareholder register in the Norwegian Central Securities

Depository (the "VPS") on 21 May (the "Record Date"), (the Rights Offering), who are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the

"Eligible Shareholders") and (ii) 1,500,000 new shares at NOK 10 per new share (the Employee Offer Shares) are directed towards the

Board of Directors, Executive Management and employees of the Company (the Employee Offering). The Employee Offering will be divided into three sub-tranches; (i) 500,000 Employee Offer Shares offered to the Companys Board of Directors, (ii) 500,000 Employee

Offer Shares offered to the Companys Executive Management, and (iii) 500,000 Employee Offer Shares offered to the Companys full-time

employees as of the date of the transferal of the Acquired Interests. The Subscription Price and Subscription Period are identical for the Employee Offering and the Rights Offering.

In the Rights Offering, each Eligible Shareholder will be granted one subscription right (the Subscription Rights) for every 102 Weifa ASA shares held as of the Record Date, rounded down to the nearest whole Subscription Right. One Subscription Right will, subject to

applicable law, give the holder the right to subscribe for and be allocated one New Share in the Company in the Rights Offering. Over-subscription is permitted. Subscription without Subscription Rights is not permitted.

The Subscription Period in the Rights Offering will commence on 26 May 2015 at 09:00 CET and (subject to extensions) expire at 16:30 CET on 4 June 2015 (the Subscription Period). The Subscription Rights are fully tradable and transferable, and will be listed on Oslo

Axess with ticker code VISTIN T and registered in VPS with ISIN NO 0010736952. Trading in the Subscription Rights on Oslo Axess

may take place from and including 26 May 2015 at 09:00 CET and until 2 June at 16:30 CET.

Total gross proceeds from the Offering will amount to NOK 170,549,350. Following the completion of the Offering, the total number of

issued Shares in the Company will be 17,054,935.

Subscription Rights that are not used to subscribe for Shares in the Rights Offering before the expiry of the Subscription Period will

have no value and will lapse without compensation to the holder.

Prior to the Offering, the Shares have not been publicly traded. On 23 April 2015, the Company applied for the Shares to be listed on Oslo Axess, and the listing application will be reviewed by the board of directors of Oslo Brs on 26 May 2015. The Shares are expected to be

delivered to the subscribers in the Offering on or about 10 June 2015 and be listed and tradable on Oslo Axess on or about 10 June 2015

under the ticker code VISTIN.

The distribution of this Prospectus and the Offering of the Offer Shares may in certain jurisdictions be restricted by law. Accordingly, this

Prospectus may not be distributed or published in any jurisdiction except under circumstances that are in compliance with any applicable

laws and regulations. The Company and the Manager (as defined below) require persons in possession of this Prospectus, in possession of Subscription Rights and/or considering to subscribe for Offer Shares to inform themselves about, and to observe, any such restrictions. This

Prospectus and the Offering shall be governed by, and construed in accordance with, Norwegian law. The courts of Norway, with Oslo City

Court as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of, or in connection with, the Offering or this Prospectus.

Investing in the Company and the Shares involves material risks and uncertainties. See section 2 Risk Factors and section 4

Cautionary Note Regarding Forward-Looking Statements.

Manager:

22 May 2015

VISTIN PHARMA ASA

2

IMPORTANT INFORMATION

Please refer to section 17 for definitions of terms used throughout this Prospectus, which also apply to the

preceding page.

This Prospectus has been prepared in order to provide information about Vistin Pharma ASA and its business in

relation to the Offering and Listing of the Shares, and to comply with the Norwegian Securities Trading Act of

June 29, 2007 no. 75 (the Norwegian Securities Trading Act) and related secondary legislation, including

the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament

and of the Council of 4 November 2003 regarding information contained in prospectuses, as amended (the

Prospectus Directive), and as implemented in Norway.

This Prospectus has been prepared solely in the English language.

The Company has furnished the information in this Prospectus. The Company has engaged Carnegie AS as

manager (Carnegie or the "Manager") for the Offering and the Listing of the Shares. The Manager makes no

representation or warranty, express or implied, as to the accuracy or completeness of the information in this

Prospectus, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by

the Manager. Neither the Company nor the Manager has authorised any other person to provide investors with

any other information related to the Listing or the Offering, and neither the Company nor the Manager will

assume any responsibility for any information other persons may provide.

Unless otherwise indicated, the information contained herein is current as of the date hereof and the information

is subject to change, completion and amendment without notice. In accordance with section 7-15 of the

Norwegian Securities Trading Act, every significant new factor, material mistake or inaccuracy that is capable

of affecting the assessment of the Shares arising after the time of approval of this Prospectus and before the date

of Listing of the Shares on Oslo Axess, will be published and announced promptly as a supplement to this

Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any

implication that there has been no change in the Company's affairs since the date hereof or that the information

herein is correct as of any time since its date.

The distribution of this Prospectus may in certain jurisdictions be restricted by law. Accordingly, this Prospectus

may not be distributed or published in any jurisdiction except under circumstances that are in compliance with

any applicable laws and regulations. The Company and the Manager require persons in possession of this

Prospectus to inform themselves about, and to observe, any such restrictions.

An investment in the Company involves inherent risks. Potential investors should carefully consider the risk

factors set out in section 2 Risk Factors as well as the information regarding forward-looking statements in

section 4 "Cautionary note regarding forward looking statements" and all other information contained herein

before making an investment decision. An investment in the Company is suitable only for investors who

understand the risk factors associated with this type of investment and who can afford a loss of their entire

investment. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each

prospective investor should consult with its own legal adviser, business adviser and tax adviser as to legal,

business and tax advice.

In the ordinary course of their respective businesses, the Manager and certain of its affiliates have engaged, and

will continue to engage, in investment and commercial banking transactions with the Company.

Without limiting the manner in which the Company may choose to make any public announcements, and subject

to the Companys obligations under applicable law, announcements relating to the matters described in this

Prospectus will be considered to have been made once they have been received by Oslo Brs and distributed

through its information system.

The distribution of this Prospectus and the Offering and listing of the Shares on Oslo Axess, may be

restricted by law in certain jurisdictions. The Company and the Manager require persons in possession of

this Prospectus, in possession of Subscription Rights or considering to subscribe for Shares to inform

themselves about, and to observe, any such restrictions. This Prospectus does not constitute an offer of, or

an invitation to subscribe or purchase, any of the Shares in any jurisdiction in which such offer or

subscription or purchase would be unlawful. No one has taken any action that would permit a public

offering of the Shares to occur outside of Norway. In addition the Shares may in certain jurisdictions be

VISTIN PHARMA ASA

3

subject to restrictions on transferability and resale and may not be transferred or resold except as

permitted under applicable securities laws and regulations. Investors should be aware that they may be

required to bear the financial risks of an investment in the Shares for an indefinite period of time. Any

failure to comply with these restrictions may constitute a violation of the securities laws of any such

jurisdiction. Furthermore, the restrictions and limitations listed and described herein are not exhaustive,

and other restrictions and limitations in relation to the Offering and/or the Prospectus that are not known

or identified by the Company and the Manager at the date of this Prospectus may apply in various

jurisdictions as they relate to the Prospectus.

For other selling and transfer restrictions, see section 16 of this Prospectus.

VISTIN PHARMA ASA

4

TABLE OF CONTENTS

1. EXECUTIVE SUMMARY .......................................................................................................................... 6

2. RISK FACTORS ........................................................................................................................................ 16

3. STATEMENT OF RESPONSIBILITY ................................................................................................... 21

4. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS .............................. 22

5. THE SALE AND THE LISTING ............................................................................................................. 23

6. THE OFFERING ....................................................................................................................................... 27

7. PRESENTATION OF VISTIN PHARMA .............................................................................................. 39

8. MARKET OVERVIEW ............................................................................................................................ 50

9. FINANCIAL INFORMATION ................................................................................................................ 55

10. BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES ............................ 66

11. CORPORATE INFORMATION AND DESCRIPTION OF THE SHARE CAPITAL ...................... 73

12. SHAREHOLDER MATTERS AND NORWEGIAN COMPANY AND SECURITIES LAW ........... 76

13. LEGAL MATTERS ................................................................................................................................... 82

14. NORWEGIAN TAXATION ..................................................................................................................... 83

15. ADDITIONAL INFORMATION ............................................................................................................. 87

16. SELLING AND TRANSFER RESTRICTIONS ..................................................................................... 88

17. DEFINITIONS AND GLOSSARY OF TERMS ..................................................................................... 94

VISTIN PHARMA ASA

5

APPENDICES

Appendix A THE COMPANYS ARTICLES OF ASSOCIATION ........................................................................................

Appendix B AUDITED INTERIM FINANCIAL STATEMENTS FOR VISTIN PHARMA ASA FOR

THE INTERIM PERIOD 6 MARCH 2015 TO 31 MARCH 2015 ......................................................................

Appendix C

AUDITED SPECIAL PURPOSE CARVE-OUT FINANCIAL STATEMENTS FOR THE

ACQUIRED INTERESTS FOR THE YEARS ENDED 31 DECEMBER 2014 AND 2013 ..............................

Appendix D SUBSCRIPTION FORM RIGHTS OFFERING .................................................................................................

Appendix E

SUBSCRIPTION FORM EMPLOYEE OFFERING ..........................................................................................

VISTIN PHARMA ASA

6

1. EXECUTIVE 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".

Section A Introduction and warnings

A.1 Warnings This summary should be read as an introduction to the Prospectus.

Any decision to invest in the Shares should be based on 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 national legislation in its

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, 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 Resale and

final

placement by

financial

intermediates

Not applicable. No resale will take place. No financial intermediaries will be used

for the final placement of the offer.

Section B - Issuer

B.1 Name Vistin Pharma ASA

B.2 Registered

office, legal

form and

country of

incorporation

Vistin Pharma ASA is a public limited liability company pursuant to the

Norwegian Public Limited Liability Companies Act, incorporated under the laws

of Norway. The Company was incorporated on 6 March 2015 by Weifa ASA for

the purpose of the Sale and the Listing and to be the holding company for Vistin

Pharma AS going forward. The Companys organisation number is 915157882,

and its registered office is stensjveien 27, 0609 Oslo, Norway with telephone

number: +47 35 98 42 00

B.3 Business

description

Introduction

Vistin Pharma ASA was incorporated on 6 March 2015 as a wholly-owned

subsidiary of Weifa ASA, a publicly listed company on the Oslo Stock Exchange,

which operates in the pharmaceutical industry. The Company will be a holding

company for Vistin Pharma AS, which will, subject to the success of the Offering,

acquire the Acquired Interests from Weifa AS on or about 1 June 2015. The

Acquired Interests will include all necessary operational assets and employees for

Vistin Pharma AS to become an independent and fully operational company

immediately following the completion of the Sale. Following the acquisition, the

Company will have one business segment with three business areas; Metformin,

Opioids and CMO tablet manufacturing.

VISTIN PHARMA ASA

7

Brief history

Up until the completion of the Sale, the Acquired Interests have been owned by

Weifa AS (Weiders Farmasytiske A/S), which was founded in 1940. The

Company opened its first production facility in Krager in 1952 and moved the

remaining manufacturing there in 1963.

Weifa AS started manufacturing of opioids in the 1950s when codeine phosphate

(API used in strong pain killers) based on poppy seeds was introduced, while

pholcodine was added to the opioid product portfolio in the 1980s. These

products, including codeine tablets, will make up Vistin Pharma AS opioid

offering following the Sale. The production of metformin was introduced in 1969,

and has since then been developed to include the supply of metformin HCl

(hydrochloride), metformin DC (direct compressible) and metformin tablets.

These products will make up Vistin Pharma AS metformin offering following the

Sale. Tablet manufacturing has been a core competence and business for Weifa

AS, but has not existed as a separate business. It will therefore be established as a

business area, CMO, upon completion of the Sale and will be further developed in

the following years.

Metformin

The Metformin business supplies metformin products in three different forms;

bulk powder, granulated pre-tablet form (DC) and finished dose tablets. These

products are sold to pharmaceutical companies worldwide and are used in the

treatment of type 2 diabetes.

Opioids

The Opioids business produces two types of opioid API products; codeine

phosphate (codeine) and pholcodine. Both products are used as an API in cough

medicine. In addition, codeine is used as an API in analgesics (pain killers). The

Opioids business also produces finished dose codeine tablets.

CMO Tablet Manufacturing

The new CMO tablet manufacturing business will produce finished products

through agreements with external parties. The Company has entered into a five

year agreement with Weifa AS for the production of Weifa AS key pain relief

brands, which will be the only CMO Agreement allocated to the business area at

the time of the Sale. The Company will seek to extend its customer portfolio going

forward.

B.4a Trend

information

There have been no material changes in production, sales and inventory, and costs

and selling prices for the Acquired Interests since the end of 2014 and up until the

date of this Prospectus.

The Company is not aware of any trends, uncertainties, demands, commitments or

events that could have a material effect on the Groups prospects for the current

financial year.

B.5 Organisation

al structure

Prior to the completion of the Sale, Vistin Pharma ASA and Vistin Pharma AS are

wholly owned subsidiaries of Weifa ASA. Following the Sale, the Group will

consist of the holding company, Vistin Pharma ASA, and its wholly owned

subsidiary; Vistin Pharma AS. It is the subsidiary, Vistin Pharma AS, that will be

responsible for all operational activities.

B.6 Major

shareholders

As of the date of this Prospectus, the Company has one (1) shareholder, Weifa

ASA, owning 100% of the outstanding shares.

B.7 Summary

financial

information

The following financial information has been derived from the Acquired Interests

audited special purpose carve-out financial statements for the years ended 31

December 2014 and 2013.

VISTIN PHARMA ASA

8

Statements of special purpose carve-out profit and loss and other comprehensive income

The Acquired Interests special purpose carve-out statements of profit and loss and other comprehensive income

for the two years ended 31 December 2014 and 2013 are set out below. These statements should be read in

conjunction with the basis of preparation set out in section 9.

NOK 1,000 2014 2013

Revenue........................................................................................................................................................... 361 461 347 253

Total revenue and income ............................................................................................................................. 361 461 347 253

Cost of materials ............................................................................................................................................. 154 708 147 819

Payroll expenses .............................................................................................................................................. 108 594 106 872

Depreciation, amortisation and impairment ..................................................................................................... 110 093 16 272

Other operating expenses ................................................................................................................................ 70 369 65 263

Operating profit/(loss) ................................................................................................................................... -82 304 11 027

Finance income ............................................................................................................................................... - 1 365

Finance costs ................................................................................................................................................... 2 080 -

Profit/(Loss) before tax from continuing operations .................................................................................. -84 383 12 393

Income tax expense ......................................................................................................................................... -22 784 4 008

Profit/(Loss) for the period ........................................................................................................................... -61 600 8 385

Other comprehensive income

Other comprehensive income not to be reclassified to profit or loss in subsequent periods

Re-measurement of pension plans ................................................................................................................... -2 552 24 868

Income tax effect ............................................................................................................................................. -689 6 714

Total other comprehensive income not to be reclassified to profit or loss................................................. -1 863 18 154

Other comprehensive income for the year, net of tax ................................................................................. -1 863 18 154

Total comprehensive income for the year, net of tax .................................................................................. -63 463 26 539

Total comprehensive income for the year, net of tax attributable to

Equity holders of the parent company ............................................................................................................ -63 463 26 539

Non-controlling interests ................................................................................................................................. - -

Total ............................................................................................................................................................... -63 463 26 539

VISTIN PHARMA ASA

9

Statements of special purpose carve-out financial position

Set out below are the Acquired Interests special purpose carve-out statements of financial position for the two

years ended 31 December 2014 and 2013. These statements should be read in conjunction with the basis of

preparation set out in section 9.

NOK 1,000 31.12.2014 31.12.2013

ASSETS

Non-current assets

Property, plant and equipment ......................................................................................................................... 28 278 129 574

Deferred tax assets* ........................................................................................................................................ 32 929 7 804

Total non-current assets ............................................................................................................................... 61 207 137 379

Current assets

Inventory ......................................................................................................................................................... 92 075 88 328

Trade receivables ............................................................................................................................................ 47 660 45 128

Other receivables ............................................................................................................................................. 2 732 -

Total current assets ....................................................................................................................................... 142 466 133 456

Total assets ..................................................................................................................................................... 203 673 270 835

INVESTED CAPITAL AND LIABILITIES

Invested capital

Parent company investment ............................................................................................................................. 127 977 199 777

Total invested capital .................................................................................................................................... 127 977 199 777

Non-current liabilities

Net employee defined benefit liability............................................................................................................. s 9 325 5 648

Total non-current liabilities .......................................................................................................................... 9 325 5 648

Current liabilities

Trade payables ................................................................................................................................................ 39 104 33 593

Other current liabilities .................................................................................................................................... 27 267 31 816

Total current liabilities ................................................................................................................................. 66 371 65 409

Total liabilities ............................................................................................................................................... 75 696 71 057

Total equity and liabilities ............................................................................................................................ 203 673 270 835

*The deferred tax asset cannot be transferred as a part of the net asset transaction of the Acquired Interests and Vistin Pharma will

therefore be in an immediate taxable position if it generates taxable income in its first year of operation. See section 9.4.1 for a further

description.

VISTIN PHARMA ASA

10

Special purpose carve-out cash flow statements

The table below summarises the Acquired Interests special purpose carve-out statements of cash flow for the

two years ended 31 December 2014 and 2013. These statements should be read in conjunction with the basis of

preparation set out in section 9.

NOK 1,000 2014 2013

Cash flow from operating activities

Net profit/(loss) before income tax .................................................................................................................. -84 383 12 393

Non-cash adjustment to reconcile profit before tax to cash flow:

Difference between pension costs and in-/out payment in pension scheme ..................................................... 1 153 1 153 -432

Depreciation, amortisation and impairment ..................................................................................................... 110 093 16 272

Unrealised foreign currency (gains)/losses ...................................................................................................... 245 -

Changes in working capital:

Changes in trade receivables and trade creditors ............................................................................................. 2 735 -1 363

Changes in inventory ....................................................................................................................................... -3 746 -10 511

Changes in other accruals ................................................................................................................................ -8 963 4 842

Net cash flow from operating activities ........................................................................................................ 17 133 21 200

Cash flow from investing activities

Purchase of equipment .................................................................................................................................... -8 797 -8 197

Net cash flow from investing activities ......................................................................................................... -8 797 -8 197

Cash flow from financing activities

Net invested capital transferred** ................................................................................................................... -8 337 -13 002

Net cash flow from financing activities ........................................................................................................ -8 337 -13 002

Net change in cash and cash equivalents* ....................................................................................................... - -

Cash and cash equivalents beginning period ................................................................................................... - -

Cash and cash equivalents end period ......................................................................................................... - -

* No cash and cash equivalents are part of the Acquired Interests as the funding of the Company should be done through the Offering. ** Movement on invested capital is a net amount of change in invested capital considering all cash is left with Weifa AS.

B.8 Pro forma

financial

information

Not applicable. This Prospectus does not contain any pro forma financial

information.

B.9 Profit

forecast or

estimate

Not applicable. The Company has not provided a profit forecast in this Prospectus.

B.10 Qualifications

in the audit

report

Ernst & Young AS has audited the Acquired Interests special purpose carve-out

annual accounts for the financial year 2014 and Nitschke AS has audited the

Acquired Interests special purpose carve-out annual accounts for the financial

year 2013. The Auditors reports for the two years were issued without

qualifications.

B. 11 Working

capital

The Company is of the opinion that the working capital available to the Company

is sufficient for the Companys present requirements, for the period covering at

least 12 months from the date of this Prospectus.

VISTIN PHARMA ASA

11

Section C Securities

C.1 Type of

securities and

ISIN number

The Companys tradable Shares will carry the securities number ISIN NO

0010734122

C.2 Currency NOK

C.3 Number of

shares and par

value

The Companys current share capital is NOK 1,000,000 divided into 1,000,000

ordinary shares, each with a nominal value of NOK 1.0.

C.4 Rights

attached to the

securities

The Company has one class of shares. The Shares are equal in all respects,

including the right to dividend; voting rights; rights to share in the issuers profit;

rights to share in any surplus in the event of liquidation; redemption provisions;

reserves or sinking fund provisions; liability to further capital calls by the issuer;

and any provision discriminating against or favoring any existing or prospective

holder of such securities as a result of such shareholder owning a substantial

number of shares. Each Share carries one vote at the Company's general

meeting.

C.5 Restrictions on

free

transferability

The Shares are freely transferable and, subject to the Articles of Association of

the Company and any applicable securities law, there are no restrictions in the

Companys securities.

C.6 Listing and

admission to

trading

The first day of listing of Vistin Pharma ASA on the Oslo Stock Exchange is

expected to be on or about 10 June 2015 and trading in the shares will

commence on the date of listing under the ticker symbol VISTIN.

C.7 Dividend

policy

The Board shall, in cooperation with the Executive Management, issue the

Companys dividend policy and shall annually submit proposal for distribution

of dividend to the General Meeting.

It is an objective of the Company to generate high and stable returns, which is at

least on the same level as other investment possibilities with comparable risk.

This will be achieved, first and foremost, through strong and profitable growth

within the Companys business areas. To support this growth the Companys

earnings will be reinvested in the Company and no dividend is therefore

expected to be paid in the near future.

Section D Risks

D.1 Risks related

to the Group

Business and industry-related risks

- Changes in the political environment, laws and regulations that affect the pricing and regulatory status of the Companys products

- The ability to attract and retain competent personnel - New findings regarding adverse effects or other side-effects related to the

Companys products

- Fluctuations in the price and availability of raw materials - Regulatory approvals affecting the Companys authorisation to

manufacture, market and sell its products

- Historical underperformance in the Metformin and Opioids business areas

- Changes in the competitive landscape or market price for the Metformin and Opioid APIs

- CMO contract manufacturing as a new business area - Impact of cost overruns related to the CMO business area that operates

on a fixed price contract with Weifa AS, based on estimated costs at the

time of entering into the contract

- High dependency on a single contract for the CMO business area that will also constitute a substantial share of total revenue

- Environmental issues related to an ongoing investigation that could lead

VISTIN PHARMA ASA

12

to a fine and the application for new emissions permits that could

potentially impact the production process

- No operating history outside the Weifa Group

Financial risks

- Limited access to funds - Credit risk - Foreign exchange risk - Liquidity risk

D.3 Risks related

to the

Companys

shares

Risk factors related to the ownership of the shares

- No prior market for the shares and an active market may not develop - Volatile market price - Future share issues may dilute existing shareholders - Issue of additional securities in relation to acquisitions, any share

incentive or option plan may dilute existing shareholders

- Sale of Shares may reduce the Share price and adversely affect the Companys ability to raise additional capital

- The Company does not expect to pay any cash dividends for the foreseeable future

- Investors outside of Norway are subject to exchange rate risk - Holders of Shares that are registered in a nominee account may not be

able to exercise voting rights and other shareholder rights

- The transfer of Shares is subject to transfer restrictions

Section E Offer

E.1 Net proceeds The Company will bear the fees and expenses related to the Offering. These are

estimated to amount to approximately NOK 9 million, resulting in net proceeds of

NOK 161.5 million.

E.2a Use of

proceeds

The Company intends to use NOK 120 million of the Offering to settle the

purchase price for the Acquired Interests. The balance, net of transaction costs,

(~NOK 41 million) will be used for working capital and to fund future business

needs.

E.3 Terms and

conditions of

the offer

The Offering consists of 17,054,935 shares divided into two tranches:

- 15,554,935 new shares at NOK 10 per new share are directed towards

the shareholders of Weifa ASA as of 19 May 2015 (the Rights

Offering).

- 1,500,000 new shares at NOK 10 per new share are directed towards the

Board of Directors, Executive Management and employees of the

Company (the Employee Offering).

The Subscription Period in all tranches is identical and will commence on 26 May

2015 at 09:00 CET and expire at 16:30 CET on 4 June 2015. The Subscription

Period may be extended by the Board, but may not in any event end later than 25

June 2015.

The Rights Offering

Each Eligible Shareholder will be granted one tradable Subscription Right for

every 102 Weifa ASA shares owned as of the Record Date. One Subscription

Right will, subject to applicable securities law, give the holder the right to

subscribe for and be allocated one New Share in the Company in the Rights

Offering.

The trading period for the Subscription Rights commence on 26 May 2015 at

09:00 CET and expire at 16:30 CET on 2 June 2015. The allocation of the New

Shares will take place after the expiry of the Subscription Period on or about 5

June 2015.

VISTIN PHARMA ASA

13

The Subscription Right may be used to subscribe for New Shares in the Rights

Offering before expiry of the Subscription Period on 4 June 2015 at 16:30 CET or

alternatively be sold before the end of trading in the Subscription Rights on Oslo

Axess on 2 June 2015. Subscription Rights which are not sold before end of

trading on Oslo Axess on 2 June 2015 or exercised before the end of the

Subscription Period on 4 June 2015 will have no value and will lapse without

compensation to the holder. Acquired Subscription Rights will give the same

right to subscribe for and be allocated New Shares as Subscription Rights held by

Eligible Shareholders on the basis of their holdings on the Record Date.

The Subscription Rights are fully tradable and transferable, and will be listed on

Oslo Axess with ticker code VISTIN T and registered in VPS with ISIN NO

0010736952.

Over-subscription is permitted, but subscription without Subscription Rights is

not permitted. Subscribers subscribing on the basis of Subscription Rights, who

over-subscribe (i.e. subscribe for more New Shares than the number of

Subscription Rights held by them), will have priority to the New Shares not

subscribed for by holders of Subscription Rights. However, in each case there can

be no assurance that New Shares will be allocated for such subscriptions.

The allocation of New Shares to the subscribers will be made on the basis of

granted and acquired Subscription Rights that have been validly exercised during

the subscription period. If not all subscription rights are validly exercised during

the subscription period, the remaining shares will be allocated to over-subscribed

investors on a pro rata basis. Any New Shares remaining after allocation to the

investors, who have over-subscribed, will be allocated to the participants of the

Underwriting Syndicate, who have not fulfilled their underwriting obligations

based on and in accordance with their respective underwriting obligations.

The Employee Offering

The share issue directed towards the Board of Directors, Executive Management

and employees of the Company is split into three sub-tranches; (i) 500,000

Employee Offer Shares offered to the Companys full-time employees as of the

date of the transferal of the Acquired Interests, (ii) 500,000 Employee Offer

Shares offered to the Companys Executive Management and (iii) 500,000

Employee Offer Shares offered to the Companys Board of Directors. The

minimum subscription in each sub-tranche is 500 Employee Offer Shares.

Allocation of the Employee Offer Shares shall be made by the Board of Directors,

and will take place on or about 5 June 2015. The following allocation criteria

shall apply for the various sub-tranches:

Employees: The employees will receive full allocation of subscribed shares up to

a maximum of 3,400 shares per subscriber. In the event that total subscription

exceeds the 500,000 shares, and not all employees utilize their subscription rights,

the employees who have over-subscribed will receive the same number of shares

beyond the guaranteed allocation. In the event that the employee sub-tranche is

not fully subscribed, the remaining shares may be allocated to the members of the

Executive Management and the Board, who have not received full allocation in

their respective sub-tranches.

Executive Management: Members of the Executive Management will receive full

allocation of subscribed shares up to a maximum of 83,300 shares per subscriber.

In the event that total subscription exceeds the 500,000 shares, and not all

members of the Executive Management utilize their subscription rights, then

those who have over-subscribed will receive the same number of shares beyond

the guaranteed allocation. In the event that the Executive Management sub-

tranche is not fully subscribed, the remaining shares may be allocated to

employees and members of the Board, who have not received full allocation in

VISTIN PHARMA ASA

14

their respective sub-tranches.

Board of Directors: The Companys Board Members will receive full allocation

of subscribed shares up to a maximum of 100,000 shares per subscriber. In the

event that total subscription exceeds the 500,000 shares, and not all members of

the Board of Directors utilize their subscription rights, then those who have over-

subscribed will receive the same number of shares beyond the guaranteed

allocation. In the event that the sub-tranche offered to the Board is not fully

subscribed, the remaining shares may be allocated to employees and members of

the Executive Management who have not received full allocation in their

respective sub-tranches.

Any Employee Offer Shares not allocated based on the allocation principles set

out above, will be allocated to over-subscribers in the Rights Offering on a pro

rata basis. Any Employee Offer Shares not allocated following allocation to over-

subscribers will be allocated to the Underwriters.

E.4 Material

interest in the

offer

The following members of the Board of Directors are part of the Underwriting

Syndicate:

- Strata Marine & Offshore AS, Ferncliff Listed DAI and AS Ferncliff, companies controlled by the Board member ystein Stray Spetalen,

have guaranteed NOK 25 million of the Offering

- Ole Enger has guaranteed NOK 5 million of the Offering - Cipriano AS, a company controlled by Einar J. Greve, who will be

appointed as a Board member following the Listing, has guaranteed

NOK 5 million of the Offering.

The above mentioned Board members will thus be allocated the remaining Offer

Shares not subscribed for in the event that the Offering is not fully subscribed,

and, as such, have an interest in the Offering.

Further, in connection with the Rights Offering, the Underwriters, Board

members and members of the Executive Management may receive Subscription

Rights (if they are Eligible Shareholders) and may exercise their right to take up

such Subscription Rights and subscribe for New Shares, and, in that capacity,

may retain, purchase or sell Subscription Rights or New Shares and any other

securities of the Company or other investments for their own account and may

offer or sell such securities (or other investments) other than in connection with

the Offering. Neither the Manager nor the Underwriters intend to disclose the

extent of any such investments or transactions other than in accordance with any

legal or regulatory obligation to do so.

Other than what is set out above, the Company is not aware of any other material

interests to the Offering involving any Board members or Executive Management

of the Company.

The Manager and its affiliates may provide in the future, investment and

commercial banking services to the Company and its affiliates in the ordinary

course of business, for which they may receive customary fees and commissions.

The Manager will receive a fixed fee in relation to the Offering.

Other than what is set out above, the Company is not aware of any interest,

including conflicting ones, of any natural or legal persons involved in the

Offering.

E.5 Selling

shareholders

and lock-up

There are no selling shareholders in the Offering and no lock-up on the Offer

Shares.

E.6 Dilution The number of Offer Shares to be issued is 17,054,935, all with a nominal value

of NOK 1.00 per Share. The one (1) million Shares currently owned by Weifa

ASA will be redeemed prior to the Listing. Thus, the Companys share capital

VISTIN PHARMA ASA

15

following the Offering and Listing will be NOK 17,054,935, consisting of

17,054,935 Shares, each with a par value of NOK 1.00.

E.7 Estimated

expenses

Not applicable. The Company will not charge the investors for the expenses

related to the Offering.

VISTIN PHARMA ASA

16

2. RISK FACTORS

An investment in the Shares involves a number of risks. If any of the following risks and uncertainties actually

occurs, the Group's cash flows, business, results of operations and financial position could be adversely

affected. In that case, the trading price of the Shares could decline and potential investors could lose all or part

of their investment. An investment in the Shares is suitable only for investors who understand the risks

associated with this type of investment and who can afford to lose all or part of their investment

The order in which the risks are presented does not necessarily reflect the likelihood of their occurrence or the

magnitude of their potential impact on the Group's cash flows, business, results of operations and financial

position. The risks could materialise individually or cumulatively.

2.1 BUSINESS AND INDUSTRY-RELATED RISKS

2.1.1 Changes in the political environment, laws and regulations may affect the pricing and regulatory status for Vistin Pharmas products

The products that will be produced by Vistin Pharma are subject to approvals and price regulations by the

regulatory authorities. Changes in political regimens may lay the ground for increased regulations, or more

liberal markets. New laws and regulations will likely be the tool to implement such changes. A change in

regulations could make it difficult for the Company to operate in markets where it is currently present or prevent

the Company from entering new markets. Such changes in political environment, laws and regulations may

affect the Companys business, financial condition and results of operation.

2.1.2 Access to key personnel and resources

Vistin Pharma is in many of its operations dependent upon competent personnel, and the human capital is an

important part of Vistin Pharmas assets. Vistin Pharma is headquartered in Oslo, Norway, with manufacturing

plants, laboratories and storage facilities in the small town of Krager in southern Norway. Vistin Pharmas

access to and ability to attract and retain competent personnel and consultants may in the short and/or long term

influence the Companys business, financial condition and results of operation.

2.1.3 New findings regarding adverse effects or other side-effects related to Vistin Pharmas products may negatively impact the Companys business, financial condition and results of operation

Potential adverse effects or side-effects of marketed drugs are continuously monitored by every regulatory

authority worldwide. Every pharmaceutical company with a marketing authorisation is required to monitor and

record adverse events throughout the lifetime of the product. As was the case with the anti-inflammatory drug

Vioxx(1)

, serious adverse effects were discovered long after the product was first launched. Although Vistin

Pharmas products are generally based on well-known active ingredients, new adverse effects may be

discovered in the future. Such adverse effects may temporarily or permanently influence the Companys

business, financial condition and results of operation.

Note: (1) Vioxx was introduced as a superior painkiller by the American pharmaceutical company Merck in 1999 but was

withdrawn in 2004 following a study indicating that the drug raised the risk of heart attack. Merck was later required to

establish a USD 4.85 billion settlement fund to cover expenses related to thousands of lawsuits related to the drug.

2.1.4 The price and availability of raw materials may fluctuate over time and thus impact the

profitability of each of the Companys products made from such raw materials

Vistin Pharma purchases raw materials from suppliers all around the world. Vistin Pharma has a strong logistics

and supply chain organisation, which is specialised in optimising supply, reliability, quality and price. However,

the price and availability of raw materials may fluctuate over time, and this may temporarily or permanently

influence the Companys business, financial condition and results of operation.

2.1.5 Regulatory approvals may affect Vistin Pharmas authorisation to manufacture, market and sell APIs, semi-finished and finished products

Vistin Pharma is dependent upon national and international regulatory approvals in order to manufacture,

market and sell APIs, semi-finished and finished products. Such approvals include, amongst others, so-called

good manufacturing practice (GMP) certificates for the manufacturing plants and marketing authorisations for

finished products. Vistin Pharma will be regularly inspected by the relevant authorities to maintain such

VISTIN PHARMA ASA

17

approvals, certificates and authorisations. In line with industry standards for the pharmaceutical industry, Vistin

Pharma has established a rigid quality system internally to ensure compliance with international laws and

regulations at all times for each product and manufacturing line/unit. Such systems include amongst others

standard operating procedures (SOPs) and batch manufacturing records as well as rigid quality controls for the

intermediates and finished products. If Vistin Pharma fails to comply with regulations and fails an inspection by

a regulatory authority, this may temporarily or permanently influence the Companys business, financial

condition and results of operation.

2.1.6 The Metformin and Opioids business areas have historically shown periods of underperformance, and any underperformance in the future may affect the Companys business, financial condition

and results of operation

Historically, the Metformin and Opioids business areas have not been profitable. These business areas sell active

ingredients, semi-finished and finished products to other pharmaceutical companies. Their profitability is,

amongst other things, dependent upon raw material costs, manufacturing costs, labour costs and sales prices.

The profitability of the Metformin and Opioids business areas have over the last years systematically improved

through inter alia negotiating lower prices for raw materials, increasing manufacturing volumes and yields (and

thus reduced manufacturing cost), moving up the value-chain by providing semi-finished and finished products,

and moving their business towards high-value customers willing to pay more for reliable and high-quality

products. Although profitability has increased over the last years, external factors such as demand, competition

and raw materials costs may negatively affect the profitability in the future, and this may temporarily or

permanently influence the Companys business, financial condition and results of operation.

2.1.7 Changes in the competitive landscape or market price for the metformin and opioid APIs, semi-finished and finished products may affect the Companys business, financial condition and results

of operation

While the markets for metformin and opioids have been growing steadily over the last decades and only a few

companies are allowed to manufacture opioids due to strong international control and regulations, both markets

may be characterised as commodity markets. Future changes in the competitive landscape in each market may

therefore affect the Companys business, financial condition and results of operation.

2.1.8 Specific risks related to the Metformin business area

Metformin has been established as the first-line treatment for type 2 diabetes in most countries worldwide.

Although there are no indications that metformin will be replaced by another first-line treatment of diabetes 2,

the future expiration of patents on existing products, as well as the introduction of new products may bring

drugs that directly or indirectly compete with metformin. Lifestyle changes in the future may also lead to fewer

people developing type 2 diabetes during their lifetime and thus the market may decrease in the future. Such

decrease in the use of metformin or increased competition in the future may influence the Companys business,

financial condition and results of operation.

2.1.9 Specific risks related to the Opioid business area

Opioids have been used as strong pain remedies and cough suppressants for decades. Although there are no

indications that opioids will be replaced in the near term, the future may bring new products to market that

directly or indirectly will compete with opioids from Vistin Pharma. Such decrease in the use of opioids or

increased competition in the future may influence the Companys business, financial condition and results of

operation.

2.1.10 Specific risks related to the CMO tablet manufacturing business area

Weifa AS has produced finished dose tablets for external customers for many years, and has been supplying

products to recognized international pharmaceutical companies. The Company is in that respect an experienced

CMO operator. However, the CMO tablet manufacturing business has never existed as a separate business area

and it is therefore difficult to assess how it will perform, as such, going forward.

The Company has entered into a long-term CMO agreement with Weifa AS for the supply of certain products

where the price is determined based on estimated production costs at the time of entering into the contract. In

this contract, the Company carries all risk related to cost overruns relative to the estimated production costs,

with the exception of cost overruns above said level that are directly caused by certain predetermined input

factors in which Weifa AS takes all risk. If the Company is unable to meet the budgeted production costs in

VISTIN PHARMA ASA

18

which the CMO agreement is based on, it would negatively influence the Companys business, financial

condition and results of operation.

The CMO agreement that Vistin Pharma AS has entered into with Weifa AS will constitute a substantial share

(~NOKm 120) of the Companys revenue. The agreement has an initial duration of five years with the option to

extend it for another two years at the discretion of Weifa AS. In the event that Vistin Pharma fail at maintaining

a competitive manufacturing process for the products it supplies to Weifa AS the contract might not be renewed.

If the contract with Weifa AS is not extended it could negatively influence the Companys business, financial

condition and results of operation.

2.1.11 Risk factors related to environmental issues

The two manufacturing plants in Krager (Gruveveien and Fikkjebakke) that will be transferred from Weifa AS

to Vistin Pharma following the acquisition of the Acquired Interests have faced environmental issues concerning

emissions and emission permits.

In 2013, unauthorized emissions were registered at the production site at the Gruveveien plant. The situation

was investigated by the Climate and Pollution Agency, which resulted in further (ongoing as of date)

investigations by the police.

The Climate and Pollution Agency required in 2014 reduction of emissions from both plants. All emissions from

Gruveveien were immediately stopped and collected for disposal and the production has been running

uninterrupted at full capacity. An application for a new permanent emission permit for Gruveveien will be

submitted in June 2015, and is expected to be approved within 9 months (March 2016).

Weifa AS received a temporary emission permit for the Fikkjebakke plant in July 2014. An application for a

permanent emission permit was submitted in December 2014 and the permanent emission permit for

Fikkjebakke is expected to be received in October 2015.

Weifa AS has dedicated considerable resources to identify, analyse, control and reduce the emissions. The

Company has engaged external consultants, strengthened its competence within HSE, employed a new Vice

President of Operations and Quality and established a project group that is responsible for monitoring the

Companys progress towards specified emission goals. The initiatives have resulted in a ~85 percent reduction

in the emission of solvents and pharmaceutical remnants, and the remaining emissions are currently being

combusted. Following the Companys initiatives, the risk for unwanted interruption or reduction of activity in

the factories due to emission related issues is considered to be very low. However, in the event that the ongoing

police investigations would lead to a charge against the Company or that the application for permanent

emissions permits are declined it could negatively impact the Companys business, financial condition and

results of operation.

2.1.12 The Company does not have an operating history outside of the Weifa Group and investors may have difficulty assessing its historical performance and outlook for future revenues and other

operating results.

The Company was incorporated on 6 March 2015 and, consequently, does not have an operating history as a

separate entity. Financial information upon which prospective investors can evaluate the Company's historical

financial performance is available only from the special purpose carve-out financial information that the

Company has included in this Prospectus and that reflect the activities of the Acquired Interests currently owned

by Weifa AS. The financial information in this Prospectus may not necessarily reflect what the Acquired

Interests results of operations, financial condition and cash flows would have been had they operated as a

separate, stand-alone entity for the periods presented. Consequently, the financial statements and the other

historical financial information included in this Prospectus do not necessarily reflect Vistin Pharma's future

results of operations, financial condition, cash flows or costs and expenses.

2.2 FINANCIAL RISK

2.2.1 Limited access to funds

The Company may be dependent on obtaining future financing and/or new equity to enable the contemplated

future growth of the Group. No assurance can be given that it will be able to obtain future financing, or that it

will be able to raise new equity capital.

VISTIN PHARMA ASA

19

2.2.2 Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer

contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily

trade receivables) and from its treasury management, including deposits with banks and financial institutions.

2.2.3 Foreign exchange risk

Vistin Pharma will offer products to the global pharmaceutical market and the Company is exposed to currency

exchange fluctuations, as most sales within the metformin and opioid business are in EUR and USD. Some of

these sales are partly covered by a natural hedge, as most of the raw material costs are denominated in USD, and

the Group also enters into currency hedging contracts to reduce the foreign exchange risk. Currency exchange

rates are determined by forces of supply and demand on the currency exchange markets, which again are

affected by the international balance of payments, economic and financial conditions and expectations,

government intervention, speculation and other factors. Changes to these foreign exchange rates in particular

may affect the Companys business, financial condition and results of operation.

2.2.4 Liquidity risk

Liquidity risk is the potential loss arising from the Group's inability to meet its contractual obligations when

due. The operation of the Groups business requires significant capital, and there can be no assurance that it will

be able to obtain the necessary liquidity to meet its financial liabilities as they fall due. The Groups future

liquidity needs depend on a number of factors, and is subject to uncertainty with respect to inter alia future

earnings, outcome of legal claims and disputes, etc. A limited liquidity position may have an adverse effect on

the Groups business, financial condition, results of operation and liquidity, and as a worst case, force the

Company to cease its operations.

2.3 RISK FACTORS RELATED TO THE OWNERSHIP OF THE SHARES

2.3.1 There is no existing market for the Shares, and an active trading market may not develop

The Companys Shares will subsequent to the Listing be traded on Oslo Axess. This, however, does not imply

that there will be a liquid market for the Companys Shares.

Prior to the Offering, there was no public market for the Shares, and there can be no assurances that an active

trading market will develop, or be sustained or that the Offer Shares will be capable of being resold at or above

the Subscription Price. The market value of the Shares could be substantially affected by the extent to which a

secondary market develops for the Shares following the completion of this Offering. In the case of low liquidity

of the Shares, or limited liquidity among the Companys shareholders, the share price can be negatively affected

and may not reflect the underlying value of the Companys assets.

2.3.2 The market price of the Shares may be highly volatile

The market price of the Shares could fluctuate significantly in response to a number of factors, including the

following:

- actual or anticipated variations in operating results - changes in financial estimates or recommendations by stock market analysts regarding the Company - announcements by the Company of significant acquisitions, partnerships, joint ventures or capital

commitments

- sales or purchases of substantial blocks of Shares - additions or departures of key personnel - future equity or debt offerings by the Company and its announcements of these offerings - general market and economic conditions

Moreover, in recent years, the stock market in general has experienced large price and volume fluctuations and

these broad market fluctuations may adversely affect the share price, regardless of its operating results.

2.3.3 Shareholders not participating in future offerings of Shares may be diluted

Shareholders not participating in future offerings of Shares may be diluted. Unless otherwise resolved or

authorised by the general meeting of the Company, shareholders in Norwegian public companies, such as the

VISTIN PHARMA ASA

20

Company, have pre-emptive rights proportionate to the aggregate amount of the Shares they hold with respect to

new Shares issued by the Company. However, shareholders that choose to not exercise such pre-emptive right

may experience dilution of their shareholding. Furthermore, local selling and transfer restrictions may limit

certain shareholders to exercise their pre-emptive rights.

If the Company, in an equity issue, resolves to deviate from the shareholders' pre-emptive rights, this may also

result in a substantial dilution of the shareholding of shareholders not being invited to participate in such equity

issue.

2.3.4 Future issuances of Shares or other securities could dilute the holdings of shareholders

The Company may seek to issue additional equity or convertible equity securities to fund future acquisitions and

other growth opportunities, or in connection with share incentives and option plans. Exercising options may also

cause a dilution of existing shareholders. To the extent that the Company issues additional securities, the

existing shareholders' ownership interest in the Company at that time may be diluted.

2.3.5 Future sales, or the possibility for future sales of substantial numbers of Shares could affect the

Shares market price

The Company cannot predict what effect, if any, future sales of the Shares, or the availability of Shares for

future sales, will have on the market price of the Shares. Sales of substantial amounts of the Shares in the public

market following the Offering, or the perception that such sales could occur, could adversely affect the market

price of the Shares, making it more difficult for holders to sell their Shares and for the Company to sell equity

securities in the future at a time and price that they deem appropriate.

2.3.6 The Company does not expect to pay any cash dividends for the foreseeable future

The Company does not intend to pay any dividends for the foreseeable future. Instead, the Company plans to

retain any earnings to maintain and expand its existing operations. In addition, any future debt financing

arrangement may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on

the Shares. Accordingly, investors must rely on sales of their Shares after price appreciation, which may never

occur, as the only way to obtain return on their investment.

2.3.7 The Company's investors outside of Norway are subject to exchange rate risk

The Shares are traded in NOK and any investor outside of Norway that wishes to invest in the Shares, or to sell

Shares, will be subject to an exchange rate risk which may cause additional costs to the investor.

2.3.8 Holders of Shares that are registered in a nominee account may not be able to exercise voting

rights and other shareholder rights as readily as shareholders whose Shares are registered in their own

names with the VPS

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 such Shares unless their ownership is re-registered in their names with the

VPS prior to the Company's general meetings. The Company cannot guarantee that such beneficial owners of

Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a re-

registration of their Shares or otherwise vote their Shares in the manner desired by such beneficial owners.

Further, beneficial owners of Shares that are registered in a nominee account may not be able to exercise other

shareholder rights under the Norwegian Public Limited Companies Act (such as e.g. the entitlement to

participate in a rights offering) as readily as shareholders whose Shares are registered in their own names with

the VPS.

2.3.9 The transfer of Shares is subject to transfer restrictions

The transfer of Shares is subject to restrictions under the securities laws of the United States and other

jurisdictions. The Shares have not been registered under the U.S. Securities Act of 1933 or any U.S. state

securities laws or any other jurisdiction outside Norway and are not expected to be registered in the future. As

such, the Shares may not be offered or sold in the United States or to a U.S. person except pursuant to an

exemption from the registration requirements of the US Securities Act and applicable securities laws.

VISTIN PHARMA ASA

21

3. STATEMENT OF RESPONSIBILITY

The Board of Directors of Vistin Pharma ASA accepts responsibility for the information contained in this

Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the

information contained in this Prospectus is, to the best of their knowledge, in accordance with the facts and

contains no omissions likely to affect its import.

Oslo, 22 May 2015

The Board of Directors of Vistin Pharma ASA

Ole Enger

Chairman

ystein Stray Spetalen

Board member

Kathrine Gamborg Andreassen

Board member

VISTIN PHARMA ASA

22

4. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements relating to Vistin Pharma's business and the sectors in

which it will operate. Forward-looking statements include all statements that are not historical facts, and can be

identified by words such as anticipates, believes, expects, intends, may, plans, projects, seeks,

should, will, or the negatives of these terms or similar expressions. These forward-looking statements, as a

general matter, are all statements other than statements as to historic facts or present facts and circumstances.

Forward-looking statements appear in the following sections of this Prospectus, section 5 The sale and the

listing, section 7 Presentation of Vistin Pharma, section 8 Market overview, section 9 Financial

Information and section 11 Corporate information and description of the Share Capital.

No forward-looking statements contained in this Prospectus should be relied upon as predictions of future

events. These forward-looking statements are based on Vistin Pharma's present plans, estimates, projections and

expectations. They are based on certain expectations, which, even though they seem to be adequate at present,

may turn out to be incorrect. 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. Factors that could cause actual results to differ materially from those in the forward-looking

statements are included in section 2 Risk Factors.

Readers are cautioned not to place undue reliance on the forward-looking statements contained in this

Prospectus, which represent the best judgment of Vistin Pharma as of the date of this Prospectus. Except as

required by applicable law, Vistin Pharma does not undertake responsibility to update these forward-looking

statements, whether as a result of new information, future events or otherwise. Readers are advised, however, to

consult any further public disclosures made by the Company, such as filings made with Oslo Brs or the

Companys press releases.

VISTIN PHARMA ASA

23

5. THE SALE AND THE LISTING

5.1 BACKGROUND

On 13 March 2015 Weifa announced that the Board of Directors will propose to cause its subsidiary Weifa AS

to sell its business-to-business and CMO tablet production operations (the "Acquired Interests") to Vistin

Pharma AS, a wholly-owned subsidiary of Weifa ASA (the "Sale"). The purchase price payable by Vistin

Pharma AS, as consideration for the Acquired Interests, is determined on arms-length terms, and amounts to

NOK 120 million. In connection with the contemplated Sale, Weifa ASA established Vistin Pharma ASA on 6

March 2015 ("Vistin Pharma" or the Company), a public limited liability company incorporated under the

laws of Norway, for the purpose of being the holding company for Vistin Pharma AS. Vistin Pharma applied for

listing of its shares on Oslo Axess on 23 April 2015 (the "Listing").

On 17 April 2015 Vistin Pharma AS entered into a business transfer agreement (the "BTA") with Weifa AS

regarding the acquisition of the Acquired Interests, and the Sale was approved by the shareholders of Weifa

ASA at an extraordinary general meeting held 16 April 2015. The acquisition of the Acquired Interests from

Weifa AS, is i.a. subject to completion (to be determined by the Company when such completion is

unconditional) by Vistin Pharma of an offering of new shares in an amount of at least NOK 170 million. The

Acquired Interests are, subject to comfort on a successful completion of the Offering, expected to be transferred

to Vistin Pharma AS on or about 1 June 2015.

To finance the acquisition of the Acquired Interests, and secure working capital and funds for future business

needs, Vistin Pharma will conduct an equity issue of approximately NOK 170 million (the "Offering"), as

further described in section 6.

Initially, the Company has been set up with equity of NOK 1,000,000 with a par value of NOK 1 per share. The

Company's share capital will be reduced by NOK 1,000,000 from NOK 1,000,000 to NOK 0 through

redemption of the 1,000,000 shares in Vistin Pharma ASA that are owned by Weifa, against distribution of

NOK 1,000,000 to Weifa. The share capital reduction will be conducted simultaneous with the share capital

increase related to the Offering. Following the Offering, Weifa ASA will thus have no ownership in the

Company and the investors will have contributed with approximately NOK 170 million of equity to the

Company.

5.2 RATIONALE FOR THE SALE

Before the transfer of the Acquired Interests to Vistin Pharma, Weifa AS consists of two separate business

segments, Consumer Health and B2B. The Consumer Health segment produces (tablets only) and sells branded

finished dose products to consumers in Norway through pharmacies, grocery stores and other OTC channels.

The B2B segment, on the other hand, manufactures and supplies metformin and opioid APIs and tablets to the

global pharmaceutical industry. The two business segments operate independent of each other, although opioid

API produced by the B2B business is used in some of Weifa AS Consumer Health products. As such, the two

business segments are exposed to different market characteristics and have only limited synergies.

The Sale will allow each business to pursue its own strategic agenda, create M&A opportunities for both

companies, increase attention and create a more focused business scope for both companies. It therefore

represents a logical step in creating two companies with distinct and independent investment stories;

- Weifa (Consumer Health) - a pure consumer brand player with leading category positions.

- Vistin Pharma (Acquired Interests) - a strong pharmaceutical investment case with key positions

and growth potential in the international metformin and opioids market, and a strong fundament

to create a highly efficient Contract Manufacturing Organisation (CMO).

Vistin Pharma will, from the start, be a producer of metformin APIs and tablets used in the treatment of diabetes

and opiate APIs and tablets used for pain relief and cough medicine.

VISTIN PHARMA ASA

24

5.3 TRANSFER OF THE ACQUIRED INTERESTS TO THE COMPANY

The Acquired Interests will, subject to comfort on a successful completion of the Offering, be transferred to

Vistin Pharma AS on or about 1 June 2015.

On 17 April 2015 Vistin Pharma AS entered into the BTA, pursuant to which Vistin Pharma AS shall acquire

the Acquired Interests. The BTA defines the Acquired Interests, which includes the following:

i. All properties and buildings owned by Weifa AS, including, but not limited to the properties in

Gruveveien and at Fikkjebakke in Krager

ii. the machinery, hardware, office supplies, inventory and other supplies and equipment related to the

properties and the Acquired Interests

iii. all software, including ERP and financial systems, copyrights, domain names, inventions and other

registered or unregistered intellectual property rights related to the Acquired Interests

iv. all products and their complete documentation as well as regulatory permits, including, but not limited to

Drug Master Files and dossiers

v. all site-related documentation and authorisations, manufacturing licences and other regulatory approvals

related to the Acquired Interests

vi. the employer rights related to the employment of the employees

vii. all right, title and interest in the contracts related to the Acquired Interests

viii. books of accounts (copies), personnel records and other files that relate to the ownership or operation of

the Acquired Interests

ix. all accounts receivables, inventory (excluding finished inventory purchased from third party contract

manufacturers) and other current assets pertaining to the Acquired Interests

The Acquired Interests will include all necessary operational assets and employees for Vistin Pharma AS to

become an independent and fully operational company immediately following the completion of the Sale.

The purchase price for the Acquired Interests shall be NOK 120,000,000, payable on completion of the

Offering. The purchase price of the Acquired Interests has been determined by the Company, together with the

Manager, based on several valuation techniques, among them a comparison of expected earnings multiples versus similar companies and a discounted cash flow analysis.

The completion of the BTA is subject to i.a. the completion (to be determined by the Company when such

completion is unconditional) by Vistin Pharma of an offering of new shares in an amount of at least NOK 170

million, and is expected to be completed on or about 1 June 2015.

The BTA triggers a change of control clause in certain contracts between the Acquired Interests and its

customers and suppliers giving them the opportunity to terminate their existing contract. The Company has been

in continuous dialogue with both customers and suppliers regarding the transfer of existing contracts from Weifa

AS to Vistin Pharma AS and has, as of 8 May 2015, received consent on eight out of 13 customer agreements,

six out of eight supplier agreements and none out of the three distribution/agent agreements. In addition, the

Company has received positive feedback from its dialogue with the remaining customers and suppliers, and

Vistin Pharma expects that all relationships will be maintained. This statement is supported by the fact that the

Acquired Interests will not be subject to any change that will materially impact its customers, suppliers and/or

distribution agreements, and that it will take existing customers 12 - 18 months to establish a new supply

agreement with another pharmaceutical company, which is particularly relevant for the customers who currently

has Weifa AS as their sole supplier. Experience from Aqualis ASAs acquisition of Weifa AS in August 2014

offers support to the Companys assessment, as the transaction triggered the change of control clause in several

of Weifa AS contracts but all customers remained with Weifa AS following the acquisition. In addition, the

customer contracts relevant to the Acquired Interests do not generally include a guaranteed minimum volume,

which allows its customers and suppliers to continuously evaluate alternative suppliers, irrespective of any

VISTIN PHARMA ASA

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change of control clause. It should also be noted that none of the current contracts, on a stand-alone basis, are

business critical.

The current regulatory approval that is required for sale and import of any raw material necessary for producing

medicinal products at the premises located at Fikkjebakke and Gruveveien are currently held by Weifa AS and

cannot be directly transferred to Vistin Pharma. This includes a manufacturing license, including the right to sell

and import medicinal products, a certificate of good manufacturing practice (GMP) and a certificate of good

distribution practice (GDP). Vistin Pharma AS manufacturing license for the Acquired Interests has already

been issued and will be valid from 1 June 2015 until 1 June 2020. The GMP and GDP certificates have not been

renewed and will require renewal following the acquisition of the Acquired Interests. The Gruveveien facility

was re-inspected by the Norwegian Medicines Agency (NoMA) in May 2015 and a new certificate issued to

Vistin Pharma AS is expected shortly after the acquisition. The Company expects that the Fikkjebakke facility

will be re-inspected in late 2015 or early 2016 and that a new license will be issued shortly after. The risk

associated with the renewal of the certificates is considered to be minimal, as the manufacturing facilities will be

unaffected by the transaction. In addition, the Company expects that it will be able to operate under the

certificates issued to Weifa AS until new ones have been approved for Vistin Pharma AS. The transfer should

therefore have a limited impact on the continuing operations of the Company.

5.4 APPLICATION FOR ADMISSION TO TRADING OF THE COMPANYS SHARES

Vistin Pharma ASA applied for admission to trading of its Shares on Oslo Axess on 23 April 2015. It is

expected that the board of directors of the Oslo Stock Exchange approves the listing application of Vistin

Pharma ASA on or about 26 May 2015, subject to certain conditions being met. Listing of the Company is

expected to be conditional upon the following:

- Prior to the first day of listing, the requirement for the number of shareholders as stipulated in Oslo Axess Listing Rules, section 2.4.2, is fulfilled;

- At least 25% of the shares to be listed are held by the general public as required by the Oslo Axess Listing Rules, section 2.4.1;

- That the Company raises at least NOK 170 million in new equity through the contemplated Offering; and

- Completes the Sale and Offering as planned

Vistin Pharma ASA currently expects commencement of trading in the Shares on Oslo Axess on or about 10

June 2015. The Shares will be listed under the ticker symbol "VISTIN".

5.5 VISTIN PHARMAS RELATIONSHIP WITH WEIFA FOLLOWING THE SALE

Weifas key brands within the consumer health pain segment Paracet, Ibux and Paralgin Forte, are currently

being produced at the manufacturing facility at Gruveveien, Krager, Norway. The manufacturing facility at

Gruveveien is a part of the Acquired Interests, and will thus be transferred to the Company in connection with

the Sale.

On 17 April 2015 Vistin Pharma AS entered into a five year exclusive contract manufacturing agreement (the

CMO Agreement) with Weifa AS for the production of all tablets currently produced internally by Weifa AS

for the sale through its Consumer Health segment (i.e. Ibux, Paracet, Paralgin Forte, Metformin) and certain

products to third parties in which Weifa AS has the exclusive right to sell within certain geographical areas (i.e.

metformin, strong pain killers). The contract includes an option to extend the agreement for another two years.

Neither party can fully or partially terminate the contract within the initial five year period, unless the other

party