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 Børs 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 Company’s Board of Directors, (ii) 500,000 Employee Offer Shares offered to the Company’s Executive Management, and (iii) 500,000 Employee Offer Shares offered to the Company’s 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 Børs 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 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 Company’s 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 Børs 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 2 VISTIN PHARMA ASA 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.