Canopy Holdings AS: Contemplated private placement

25 Apr 2023 16:44 CEST

25.4.2023 16:44:53 CEST | Canopy Holdings AS | Additional regulated information
required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN. Canopy Holdings AS ("Canopy" or the "Company") has
engaged Arctic Securities AS as sole manager (the "Manager") to advise on and
effect a private placement of new ordinary shares in the Company (the "Offer
Shares"), raising gross proceeds of approx. NOK 40 million (the "Private
Placement"). The subscription price per Offer Share in the Private Placement
(the "Offer Price") will be NOK 0.40 per Offer Share (the "Offer Price").

The net proceeds from the Private Placement will be used to accelerate Canopy's
growth strategy, finance Canopy's initiatives towards profitable core
operations, as well as for general corporate purposes.

The Manager has during the pre-sounding phase of the Private Placement, received
pre-commitments from existing shareholders and employees of the Company covering
the offer size of the Private Placement, and Kesse Invest SLU, an existing
shareholder holding approx. 5.28% of the outstanding shares, has pre-committed
to subscribe for, and been pre-allocated, 50% of the Private Placement. Key
employees of the Company have pre-committed for a total subscription amount in
excess of NOK 3 million.

The application period in the Private Placement will commence today, 25 April
2023 at 16:30 CEST and close on 26 April 2023 at 08:00 CEST. The Manager and the
Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),
and (b) to investors in the United States who are "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act and to
major U.S. institutional investors under SEC Rule 15a-6 under the United States
Exchange Act of 1934, in each case subject to an exemption being available from
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000 per investor. The Company may, however, at its sole discretion, allocate
an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirements pursuant to the Prospectus Regulation (EU) 2017/1129,
the Norwegian Securities Trading Act and ancillary regulations are available.
Further selling restrictions and transaction terms will apply.

Allocation of Offer Shares will be determined on or about 26 April 2023 by the
Board at its sole discretion and in consultation with the Manager. The Board
will focus on allocation criteria such as (but not limited to) pre-commitments,
price leadership, timeliness of the application, relative order size, sector
knowledge, perceived investor quality, investment horizon and existing
shareholding in the Company, however so that Kesse Invest SLU will receive full
allocation. The payment date for the Private Placement is expected to be on or
about 10 May 2023 and the Offer Shares are expected to be delivered following
approval of the Private Placement by the Company's extraordinary general meeting
expected to be held on or about 3 May 2023 (the "EGM"), full payment of the
Offer Shares and issuance of the Offer Shares in VPS.

The completion of the Private Placement is subject to i) all necessary corporate
resolutions being validly made by the Company, including without limitation, the
Board resolving to allocate the Offer Shares and the EGM resolving to issue the
Offer Shares, and (ii) the share capital increase pertaining to the Offer Shares
being registered with the Norwegian Register of Business Enterprises and the
Offer Shares having been validly issued in the VPS. Items (i) and (ii) in the
foregoing are referred to as the "Conditions". The Private Placement may be
cancelled if the Conditions are not fulfilled and may be cancelled by the
Company in its sole discretion for any other reason. Neither the Company nor the
Manager will be liable for any losses incurred by applicants if the Private
Placement is cancelled or modified, irrespective of the reason for such
cancellation or modification.

The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Companies Act and Euronext Growth Oslo Rule Book
- Part II and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of the securing the desired funding is in the common
interest of Company and its shareholders.

The investor presentation related to the Private Placement is attached to this
release.

The Company may, subject to completion of the Private Placement and certain
other conditions (including approval of the Subsequent Offering in the EGM and
publication of a prospectus), decide to carry out a subsequent repair offering
of new shares at the Offer Price in the Private Placement, which, subject to
applicable law, will be directed towards eligible shareholders in the Company as
of the end of trading today, 25 April 2023 (as registered in the VPS as of the
end of 27 April 2023) who were not allocated Offer Shares in the Private
Placement and who are not resident in a jurisdiction where such offering would
be unlawful or, for jurisdictions other than Norway, would require any
prospectus, filing, registration or similar action.

Advisor

Arctic Securities AS acts as sole bookrunner and sole Manager in the Private
Placement. Advokatfirmaet Simonsen Vogt Wiig AS acts as Norwegian legal counsel
to the Company.

DISCLOSURE REGULATION

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

CONTACTS

* Christian Erlandson, CEO, +44 7795953849,
christian.erlandson@canopyholdingsas.com

ABOUT CANOPY HOLDINGS AS

Canopy Holdings AS is a multi-national technology company listed on Euronext
Growth Oslo. The company owns a leading portfolio of brands and companies that
provides digitalization solutions to ski resorts, destinations, parks and
attractions in key markets. Canopy Holdings AS currently consists of Catalate,
Liftopia.com - http://liftopia.com, Skitude and Spotlio.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to the EU Market Abuse Regulation and section 5-12 the Norwegian Securities
Trading Act. This stock exchange release was published by James Price, Chief
Financial Officer, on the time and date provided.

Important information

The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). This release is an announcement issued
pursuant to legal information obligations and is subject to the disclosure
requirements of section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only and does not constitute or form part of any
offer or solicitation to purchase or subscribe for securities, in the United
States or in any other jurisdiction. The securities mentioned herein have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act"). The securities may not be offered or
sold in the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. The Company does not intend to register
any portion of any offering of the securities in the United States or to conduct
a public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

The Manager is acting for the Company and no one else in connection with the
Private Placement in the Company and will not be responsible to anyone other
than the Company providing the protections afforded to its clients or for
providing advice in relation to the Private Placement and/or any other matter
referred to in this release.

Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.

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