CodeLab Capital AS.: Key information related to potential Subsequent Offering

26 Jun 2024 07:34 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH SUCH 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 announcement made by CodeLab Capital AS
(the "Company") on 26 June 2024 regarding the successful placing of a private
placement of 137,931,035 new shares in the Company raising gross proceeds of NOK
40 million (the "Private Placement") and a potential subsequent share offering
(the "Subsequent Offering").

The Company has, subject to completion of the Private Placement, and certain
other conditions, resolved to carry out a Subsequent Offering of up to
17,241,379 new shares in the Company. The subscription price in the Subsequent
Offering will be NOK 0.29 ("Subscription Price") which equals the offer price in
the Private Placement. The Subsequent Offering will, subject to applicable
securities laws, be directed towards eligible shareholders in the Company as of
close of trading on 25 June 2024 (as registered in the VPS on 27 June 2024) (the
"Record Date"), who (i) were not allocated shares in the Private Placement, and
(ii) 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 (“Eligible Shareholders”).

The Eligible Shareholders will receive non-tradeable subscription rights based
on their registered shareholdings as of the Record Date. Oversubscription will
be allowed. Subscription without subscription rights will not be allowed.

Completion of the Subsequent Offering will be subject to (i) completion of the
Private Placement, (ii) that the EGM resolves to grant the board of directors an
authorisation to increase the share capital in connection with the Subsequent
Offering and (iii) the trading price of the Company's shares exceeding the
Subscription Price, The subscription period for any Subsequent Offering (if
made) is expected to commence during following the Norwegian summer holiday.

In accordance with the continuing obligations of companies listed on Euronext
Growth Oslo, the following key information is given with respect to the
Subsequent Offering:

Date on which the terms and conditions of the repair issue were announced: 26
June 2024

Last day including right: 25 June 2024

Ex-date: 26 June 2024

Record date: 27 June 2024

Date of EGM approval: 10 July 2024

Maximum number of new shares: 17,241,379 new shares

Subscription price: NOK 0.29

Other information: The Subsequent Offering is subject to the board of directors
resolving to carry out the Subsequent Offering based on the authorisation to be
granted at the EGM to be held on or about 10 July 2024.

For further information, please contact:

CEO Kristian Ikast: ki@codelabcapital.com
CFO Christoffer Mathiesen: cm@codelabcapital.com
www.codelabcapital.com

IMPORTANT INFORMATION: This announcement is not and does not form a part of any
offer to sell, or a solicitation of an offer to purchase any securities. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.

This announcement is not an offer of securities for sale in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
Any public offering of securities to be made in the United States would be made
by means of a prospectus to be obtained from the Company that would contain
detailed information about the Company and management, as well as financial
statements; however, the Company does not intend to register any part of the
offering or their securities in the United States or to conduct a public
offering of securities in the United States. Any sale in the United States of
the securities mentioned in this announcement will be made to "qualified
institutional buyers" as defined in Rule 144A under the Securities Act or, with
respect to institutions or to any existing director or executive officer of the
Company only, “accredited investors” as defined in Regulation D under the
Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State. This communication is only being
distributed to and is only directed at persons in the United Kingdom that are
(i) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order") or (ii) high net worth entities, and other persons to whom this
announcement may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant
persons"). This communication must not be acted on or relied on by persons who
are not relevant persons. Any investment or investment activity to which this
communication relates is available only for relevant persons and will be engaged
in only with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking
statements, including in respect of the Company’s intention to conduct and
consummate the Private Placement and the manner in which the Company intends to
utilize the proceeds therefrom. Forward-looking statements are statements that
are not historical facts and may be identified by words such as "believe",
"expect", "anticipate", "strategy", "intends", "estimate", "will", "may",
"continue", "should" and similar expressions. The forward-looking statements in
this release are based upon various assumptions, many of which are based, in
turn, upon further assumptions. Although the Company believe that these
assumptions were reasonable when made, these assumptions are inherently subject
to significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict and are beyond
its control.

Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in public sector
investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operate, the Company’s ability to
attract, retain and motivate qualified personnel, changes in the Company’s
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. Such risks, uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. The Company does not provide any guarantees that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this document. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

This announcement is made by, and is the responsibility of, the Company. Neither
the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

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