Canopy Holdings AS: Private Placement Successfully Placed

25 Apr 2023 22:24 CEST

25.4.2023 22:24:38 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. Reference is made to the stock exchange release
from Canopy Holdings AS ("Canopy" or the "Company") published on 25 April 2023
regarding a private placement. The Company is pleased to announce that it has
raised NOK 40 million in gross proceeds through a private placement (the
"Private Placement") of 100 million new shares (the "Offer Shares"), each at a
price of NOK 0.40. The issue price of NOK 0.40 per share represents a premium to
the Company's closing share price and the 1-month volume weighted average price
(VWAP) on Euronext Growth Oslo of 21.2% and 17.6%, respectively. The Private
Placement was managed by Arctic Securities AS (the "Manager").

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.

Notification of conditional allocation to investors will be communicated on or
about 26 April 2023. 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.

Following the issuance of the Offer Shares in VPS, the Company will have
189,013,235 shares outstanding, each with a par value of NOK 0.02.

The following conditional allocations have been made to primary insiders:

* Investinor Direkte AS, having appointed the chair of the board of directors
of Canopy, has been conditionally allocated 15,703,754 Offer Shares, and
provided that the Private Placement is completed, Investinor Direkte AS will
hold 28,796,648 shares in the Company.
* Canica AS, having appointed a board member of Canopy, has been conditionally
allocated 10,648,880 Offer Shares, and provided that the Private Placement is
completed, Canica AS will hold 20,127,797 shares in the Company.
* Christian Erlandson, Group CEO, has been conditionally allocated 437,500
Offer Shares, and provided that the Private Placement is completed, Erlandson
will hold 437,500 shares in addition to 3,000,000 shares and options under
existing incentive programs in the Company.
* James Price, the Company's CFO, has been conditionally allocated 500,000
Offer Shares, and provided that the Private Placement is completed, Price
will hold 534,500 shares in the Company in addition to 140,000 shares and
options under existing incentive programs in the Company.
* Albert Ferrando, CEO of Spotlio, has been conditionally allocated 2,500,000
Offer Shares, and provided that the Private Placement is completed, Ferrando
will hold 4,026,981 shares in the Company.

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 Securities Trading Act and Oslo Børs' Circular
no. 2/2014 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 Board has further proposed to carry out a subsequent share offering of up to
15 million ordinary shares in the Company (the "Subsequent Offering"), subject
to approval of the Private Placement and the Subsequent Offering by the EGM and
the publication of a prospectus. The Subsequent Offering will be directed
towards existing shareholders in the Company as of 25 April 2023, as registered
in Euronext Securities Oslo, the Norwegian Central Securities Depositary (the
"VPS") as of 27 April 2022, except for shareholders who (i) were allocated Offer
Shares or (ii) are 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. The offer price in the Subsequent
Offering will be the same as the Offer Price in the Private Placement, i.e. NOK
0.40 per share. Over-subscription and subscription without subscription rights
will be permitted in the Subsequent Offering.

Advisors

Arctic Securities AS acted as sole bookrunner and sole Manager in the Private
Placement. Advokatfirmaet Simonsen Vogt Wiig AS acted 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. 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.

More information:
Access the news on Oslo Bors NewsWeb site