CodeLab Capital AS - Private placement successfully placed

26 May 2025 16:49 CEST

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AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
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OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL

Reference is made to the stock exchange announcement made by CodeLab Capital AS
(the "Company") on 26 May 2025, regarding a contemplated private placement (the
"Private Placement") of new shares (the "Offer Shares").

The Company hereby announces that it has allocated 4 799 998 Offer Shares in the
Private Placement, at the offer price of NOK 3 per share (the "Offer Price"),
raising gross proceeds of approximately NOK 14.4 million. 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 following primary insider were allocated Offer Shares in the Private
Placement:
Anton Bondesen, Chairman of the Board, was allocated 1 666 666 Offer Shares.

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

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 (as defined below) having
been met.

Conditions for completion
Completion of the Private Placement is conditional upon: (i) all relevant
corporate resolutions being validly made by the Company, including without
limitation (a) 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 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, (b) 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").

Subsequent Offering and equal treatment considerations
The Private Placement involves that the shareholders' preferential rights to
subscribe for and be allocated the Offer Shares are set aside. The Board of the
Company has considered the structure of the equity raise in light of the equal
treatment obligations under Euronext Growth Rule Book Part II and Oslo Børs'
circular no. 2/2014. The Board is of the view that it is in the common interest
of the Company and its shareholders to raise equity through a private placement.
The Private Placement enables the Company to secure equity financing to
partially finance the acquisition of Kuba Norge AS, as well as for general
corporate purposes. Further, a private placement will reduce execution and
completion risk and allows the Company to raise capital more quickly, at a lower
discount compared to a rights issue and without the underwriting commissions
normally seen with rights offerings. Further, the Subsequent Offering (as
defined below), if implemented, will give eligible shareholders the opportunity
to subscribe for new shares at the Offer Price in the Private Placement. On this
basis the Board has considered the proposed transaction structure to be in the
common interest of the Company and its shareholders.

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 as of 26 May 2025 (as registered with the VPS two trading days
thereafter) 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.

Advisors
Advokatfirmaet Schjødt AS acted as legal advisor to the Company in connection
with the Private Placement.

Disclosure regulation
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Christoffer Mathiesen, CFO of the
Company, at the date and time set out herein, on behalf of the Company.

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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647528_Lorenz AS - PDMR attachment May 2025 (2).pdf