CodeLab Capital AS - Private Placement successfully placed

26 Jun 2024 07:32 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.

Oslo, 26 June 2024

Reference is made to the stock exchange announcement from CodeLab Capital AS
("CodeLab" or the "Company") published yesterday, on 25 June 2024, regarding a
contemplated partially underwritten private placement of new shares in the
Company (the "Offer Shares") at a price per Offer Share of NOK 0.29 (the "Offer
Price") to raise gross proceeds of NOK 40-50 million (the "Private Placement").

CodeLab is pleased to announce that the Private Placement has been successfully
placed with a total transaction size of NOK 40 million through the allocation of
137,931,035 Offer Shares.

Arctic Securities AS (the "Manager") acted as sole manager and bookrunner in
connection with the Private Placement.

The net proceeds from the Private Placement will be used to fund the Company’s
commercialization phase and working capital requirements, as well as other
general corporate purposes.

In order to ensure as long a runway as possible, the Company will consider
taking further actions (in addition to already implemented initiatives) to
improve efficiencies as the Company progresses further on the commercial phase.
The Company thus aims to reduce the cost base by NOK 10-15 million on an annual
basis, and at the same time continue to invest in the strong commercial momentum
it currently experiences. A lower cost base combined with improved commercial
momentum implies the Company is taking important steps to reach profitability.

The Private Placement is divided into two tranches. Tranche 1 consists of
34,772,440 Offer Shares ("Tranche 1" and the "Tranche 1 Offer Shares"). Tranche
2 consists of 103,158,595 Offer Shares ("Tranche 2" and the "Tranche 2 Offer
Shares").

The following primary insiders (and close related parties) in the Company were
allocated Offer Shares in the Private Placement:

• Codee Holding AS, a close associate of chairman of the Board Jesper Melin
Ganc-Petersen, was allocated 68,965,517 Offer Shares;
• KI Holding 2020 ApS, a close associate of, CEO and Board member Kristian
Ikast, was allocated 1,724,137 Offer Shares;
• La Padre Invest AS, a close associate of CFO, Christoffer Mathiesen, was
allocated 862,068 Offer Shares; and
• Nha Invest Holding ApS, a close associate of Board member Nikolai Helsinghoff
Andersen, was allocated 344,827 Offer shares.

Please see the attached forms for further details of the allocation of new
shares to primary insiders and their close associates.

Allocations of Offer Shares to investors are split between Tranche 1 and Tranche
2 on a pro rata basis, but pre-committed investors will receive their new shares
in Tranche 2 in order to facilitate shares in Tranche 1 to new investors.
Completion of Tranche 2 is be subject to approval by an extraordinary general
meeting of the Company expected to be held on or about 10 July 2024 (the "EGM").
Notification of allocation and settlement instructions for Tranche 1 and Tranche
2 (conditional allocation for Tranche 2) will be communicated to investors on 26
June 2024.

Both Tranche 1 and Tranche 2 will be settled with existing and unencumbered
shares in the Company that are already listed on Euronext Growth Oslo, pursuant
to a share lending agreement be entered into between the Company, the Manager
and Codee Holding AS (the "Share Lending Agreement"). The share loan in Tranche
1 will be settled with new shares in the Company which was resolved issued by
the Board today pursuant to an authorisation by the Company’s extraordinary
general meeting held on 28 April 2023. The share loan in Tranche 2 will be
settled with new shares in the Company expected to be issued following, and
subject to, approval by the EGM.

Settlement of the Tranche 1 Offer Shares will be on a delivery versus payment
basis on or about 28 June 2024. Settlement of the Tranche 2 Offer Shares is
expected to take place on a delivery versus payment basis on or about 12 July
2024, subject to approval by the EGM. The Company reserves the right, at any
time and for any reason, to cancel, and/or modify the terms of, the Private
Placement prior to delivery of the Tranche 1 Offer Shares. Furthermore, Tranche
2 will be cancelled if the conditions for completion of Tranche 2 are not
satisfied. Neither the Company nor the Manager will be liable for any losses
incurred by applicants if the Private Placement is cancelled, in whole or in
part, irrespective of the reason for such cancellation.

Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval
by the EGM, (iii) the Share Lending Agreement remaining in full force and effect
and (iv) the UWA remaining in full force and effect. Completion of Tranche 1
will not be conditional upon or otherwise affected by the completion of Tranche
2, and the applicants' acquisition of Tranche 1 Offer Shares will remain final
and binding and cannot be revoked, cancelled or terminated by the respective
applicants if Tranche 2, for whatever reason, is not completed. Investors being
allocated shares in the Private Placement undertake to vote in favour of Tranche
2 and any resolution related to a subsequent offering (as further described
below) at the EGM.

The Offer Shares allocated to subscribers in Tranche 1 will be tradable on
Euronext Growth Oslo from allocation, while the Offer Shares allocated to
subscribers in Tranche 2 will be tradable following approval by the EGM and the
release of a stock exchange announcement by the Company confirming approval of
Tranche 2.

SUBSEQUENT OFFERING

Subject, inter alia, to completion of the Private Placement, and the trading
price for the Company's shares being higher than the Offer Price for an extended
time period, the Board intends to carry out a subsequent offering of up to
17,241,379 new shares at the Offer Price (the "Subsequent Offering"). A
Subsequent Offering shall, if made, be directed towards existing shareholders in
the Company as of 25 June 2024 (as registered in the Euronext Securities Oslo
(VPS) on 27 June 2024), 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 ("Eligible Shareholders").
The Eligible Shareholders are expected to be granted non-tradable subscription
rights. The Company will issue a separate stock exchange notice with further
details on the Subsequent Offering. The Company reserves the right in its sole
discretion to not conduct or to cancel the Subsequent Offering, if carried out
it is expected that the Subsequent Offering will take place following the
Norwegian summer holiday.

EQUAL TREATMENT CONSIDERATION

The Company's board of directors (the "Board") has considered the Private
Placement in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, the rules on equal treatment under Euronext
Growth Oslo Rule Book II for companies listed on Euronext Growth Oslo and the
Oslo Stock Exchange's Guidelines on the rule of equal treatment, and deems that
the Private Placement is in compliance with these obligations and guidelines.
The Board holds the view that it will be in the common interest of the Company
and its shareholders to raise equity through a private placement, in view of the
current market conditions and the funding alternatives currently available to
the Company and the short timeline needed to raise the equity to secure the
required financing to the Company for the continuation and further development
of its business.

Further, the Subsequent Offering, if implemented, will secure that Eligible
Shareholders will receive the opportunity to subscribe for new shares at the
same subscription price as that applied in the Private Placement.

This information in this stock exchange announcement is considered to be inside
information pursuant to the EU Market Abuse Regulation and is published in
accordance with section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Christoffer Mathiesen, CFO on
26 June 2024 at 07.32 CEST on behalf of the Company.

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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622397_PDMR Appendix.pdf