CodeLab Capital AS - Contemplated private placement

26 May 2025 08:30 CEST

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CodeLab Capital AS (the "Company") refers to its announcement on 5 May 2025
where it was stated, inter alia, that the Company intends to carry out a private
placement of new shares in connection with the acquisition of Kuba Norge AS (the
"Private Placement"). The Company hereby announces the terms of the Private
Placement, which will consist of up to 5,000,000 new ordinary shares in the
Company (the "Offer Shares"), corresponding to total gross proceeds of up to NOK
15,000,000.

The subscription price per Offer Share (the "Offer Price") is NOK 3 per Offer
Share.

The net proceeds to the Company from the Private Placement will be used to
partially finance the acquisition by the Company of Kuba Norge AS and for
general corporate purposes.

The Company has received pre-commitments to subscribe for Offer Shares in the
Private Placement for up to NOK 13,9 million, including from Lorenz AS (NOK
5,000,000) and Codee Holding AS (NOK 5,000,000). The investors who have given
pre-commitments will receive allocation for minimum 80% of the pre-committed
amount. There is no guarantee that any potential investor will be allocated
Offer Shares.

In order to achieve a more appropriate pricing of the Company's shares, the
Board intends to propose that the AGM (as defined below) resolves to carry out a
share capital reduction (the "Share Capital Reduction") through reducing the par
value of the Company's shares, from NOK 6.868034 to NOK 2.4696772560, to be
implemented immediately prior to the share capital increase pertaining to the
Private Placement.

Application period
The application period for the Private Placement commences today, 26 May 2025,
at 09:00 CEST and ends on 26 May 2025 at 16:30 CEST (the "Application Period").
The Company may extend or shorten the Application Period at any time and for any
reason on short, or without, notice. If the Application Period is extended or
shortened, the other dates referred to herein might be changed accordingly.

Investors who wish to participate in the Private Placement may contact
Christoffer Mathiesen, CFO, at cm@codelabcapital.com.

Selling restrictions
The Private Placement is directed towards investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 and the Norwegian Securities Trading Act, and outside the United
States in reliance on Regulation S under the US Securities Act of 1933 as
amended.

The minimum order and allocation amount in the Private Placement will be the NOK
equivalent of EUR 100,000. The Company may offer and allocate amounts below the
NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions
from prospectus requirements, in accordance with applicable regulations,
including the Norwegian Securities Trading Act, Regulation (EU) 2017/1129 on
prospectuses for securities and ancillary regulations, are available.

Allocation
The allocation will be based on criteria such as (but not limited to) existing
ownership in the Company, timeliness of order, relative order size, perceived
investor quality, sector knowledge and investment horizon. The Board reserves
the right, at its sole discretion, to reject and/or reduce any orders, in whole
or in part. The investors who have given pre-commitments will receive allocation
for minimum 80% of the pre-committed amount. There is no guarantee that any
potential investor will be allocated Offer Shares.

Notification of conditional allocation is expected to be sent on or about 27 May
2025. The allocated Offer Shares will not, however, be tradeable before the AGM
(as defined below) has resolved to issue the shares and registration of the
share capital increase pertaining to the Offer Shares in the Norwegian Register
of Business Enterprises (the "NRBE") has occurred.

Conditions for completion
The completion of the Private Placement is conditional upon: (i) all relevant
corporate resolutions being validly made by the Company, including without
limitation (a) approval by the Board of Directors of the Company of the
allocation of Offer Shares, (b) a resolution by the annual general meeting of
the Company expected to be held on or about 10 June 2025 (the "AGM") to carry
out the Share Capital Reduction, (c) a resolution by the AGM to increase the
share capital required to issue the Offer Shares; (ii) registration of the Share
Capital Reduction with the Norwegian Register of Business Enterprises; and (iii)
registration of the share capital increase in the Company pertaining to the
Private Placement with the Norwegian Register of Business Enterprises and
issuance of the Offer Shares in Euronext Securities Oslo (VPS) (the
"Conditions").

The AGM will be called for as soon as possible after expiry of the Application
Period and the Board having approved the allocation of Offer Shares.

The Private Placement will be cancelled if the Conditions are not met. The Board
may resolve to cancel the Private Placement at any time and for any reason
whatsoever without compensation to the applicant, irrespective of the reason for
such cancellation.

Settlement
The payment date for allocated Offer Shares is expected to be on or about 17
June 2025. The Offer Shares will be delivered to applicants and tradeable on
Euronext Growth Oslo as soon as possible following registration of the share
capital increase pertaining to the Private Placement and the issuance of the
Offer Shares in the VPS, subject to the Conditions having been met.

Subsequent Offering and equal treatment considerations
The Company has considered the Private Placement in light of the equal treatment
obligations under the Euronext Growth Rule Book Part II and Oslo Børs' circular
no. 2/2014, and the Board 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 securing the desired funding, is in the
common interest of the shareholders of the Company.

Subject to, inter alia, completion of the Private Placement, relevant corporate
resolutions, including approval by the Board and issuance of the Offer Shares by
the AGM and the prevailing market price of the Company's shares, the Company may
consider to carry out a subsequent offering of new shares (the “Subsequent
Offering”) at the Offer Price in the Private Placement which, subject to
applicable securities law, will be directed towards existing shareholders in the
Company who (i) were not allocated Offer Shares in the Private Placement, and
(ii) are not resident in a jurisdiction where such offering would be unlawful or
would require any prospectus, filing, registration or similar action. The
Company reserves the right in its sole discretion to not conduct or to cancel
any Subsequent Offering. The potential Subsequent Offering is subject to
approval by the AGM to authorize the Board to issue new shares in the Subsequent
Offering.

Company presentation
The Company has prepared an updated company presentation, which is available at
the Company's website
https://www.codelabcapital.com/investor/reports-presentations.

Advisors
Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in
connection with the Private Placement.

Contacts
Anton Bondesen, Chair of the Board: alb@codelabcapital.com
Christoffer Mathiesen, CFO: cm@codelabcapital.com

Important notices
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 of the Company. 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.

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.
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 solely to "qualified institutional buyers" as
defined in Rule 144A 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. 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 believes 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 investment levels
and need for the Company's services, 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
announcement. 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.

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