Oslo, 5 May 2025 

CodeLab Capital AS ("CodeLab" or the "Company") is pleased to announce that it
has today signed a share purchase agreement regarding the acquisition of Kuba
Norge AS ("Kuba") for a total consideration of NOK 20 million (the
"Transaction").

The Transaction forms part of the original strategy of CodeLab to invest in
other companies, and provide capital, network and operational support to help
increase the value of these portfolio companies.

Kuba has a long history and a leading position in the Norwegian market providing
solutions for systematic health, safety, and environment (HSE) activities, as
well as authorized occupational health services (OHS) to business customers.
Kuba has approximately NOK 12.5 million in annual recurring revenue and over
1,500 customers. 

"I'm excited to announce the agreement to acquire Kuba. This transaction marks
the beginning of a new chapter for CodeLab, where we pursue strategic
acquisitions that strengthen our business and create value for the company's
shareholders. Kuba has built a robust platform for continued growth and
scalability. We aim to increase the focus on growth initiatives, combining the
strong existing setup with new commercial efforts. A crucial consideration for
CodeLab has been the continued support and dedication of the existing Kuba
team," says Anton Lorenz Bondesen, Chairman of the Board of Directors at
CodeLab.

Transaction details
CodeLab will gain control of Kuba through the acquisition of 97.6% of the issued
shares (with the remaining 2.4% to be held by Kuba as treasury shares). The
purchase price is NOK 20 million, to be paid as follows: 

o	One third of the purchase price shall be paid in cash at closing of the
Transaction (the "Cash Settlement").
o	One third of the purchase price shall be paid in kind through the issuance of
1,302,071 consideration shares in CodeLab at Closing, valued at NOK 5.12 per
share (the "Consideration Shares"). 
o	One third of the purchase price shall be deferred payment which falls due
first quarter of 2028. The deferred payment is subject to adjustment depending
on the development of the cash EBITDA of Kuba for 2027, but is capped at 1.5x
the original deferred payment.

The Transaction is subject to standard closing conditions, including the
approval of the Company's shareholders in a general meeting for issuance of the
Consideration Shares as well as certain other amendments to the share capital of
the Company as described below.

Cash situation and funding
CodeLab has secured funding for the Transaction through pre-commitments from
leading shareholders (including Lorenz AS and Codee Holding AS) and certain
other existing shareholders and external investors, including the sellers in the
Transaction. The secured funding amounts to approximately NOK 13.9 million in
new equity at a subscription price of NOK 3.00 per share. 

CodeLab intends to conduct a private placement at the terms described above to
complete the Transaction according to the timeline outlined below, with a
potential subsequent repair issue towards remaining minority shareholders in the
Company. Further details regarding the contemplated private placement and repair
issue will be provided in due course.

CodeLab had NOK 12.2 million in cash at the end of April. The target is to raise
between NOK 12-15 million in total. The expected use of proceeds (NOK ~11.5
million) is as follows:

o	NOK 6.7 million, cash paid at closing
o	NOK 2.5 million, capital injection in Kuba for growth initiatives
o	NOK 1.0-1.5 million, debt repayment in Kuba (shareholder loans)
o	NOK 1.0 million, transaction costs

Following the completion of the Transaction, excluding cash held in Kuba,
CodeLab expects to have a cash position of approximately NOK 14.5 million. With
CodeLab's planned organizational setup, the running costs are estimated to NOK
0.6 million per month.

About Kuba
Kuba is a Norwegian private limited company founded in 2011, specializing in
solutions for systematic health, safety, and environment (HSE) activities, as
well as authorized occupational health services (OHS).

Kuba is based in the cities of Tønsberg and Oslo with 14 employees, and traces
its roots back to Norsk Kvalitetsforum, a software company established in 1998.
With nearly three decades of experience, Kuba has built a proven track record of
delivering reliable software solutions, deep industry knowledge, and loyal
customer relationships.

Through its cloud-based SaaS platform, Kuba delivers software solutions for
internal control, HSE, and food safety, supported by advisory services and
online courses that help businesses comply with regulatory requirements.

Kuba's authorized OHS focuses on personal follow-up and tailored support,
ensuring that customers receive the necessary expertise and documentation to
stay compliant.
With more than 1,500 customers, Kuba serves a wide range of industries,
reflecting the national requirement of systematic internal control and food
safety compliance for Norwegian businesses.

Key figures from the most recently audited report (2023):

o	Revenues: NOK 14.8 million
o	EBITDA: NOK 1.8 million
o	Assets: NOK 9.4 million
o	Net debt: NOK 5.8 million

Kuba's underlying operational performance remains strong, even before additional
commercial initiatives. In 2024, Kuba added 377 new licenses and churned 119
(net 258 new licenses). 11 out of 12 months had a net growth in number of
licenses. 

The customer acquisition costs are limited and largely driven by Google Ads.
Kuba is currently fully operational with a single FTE dedicated to handling
inbound sales. Combined this implies a payback time of approximately 12 months
(based on 2024 numbers). The average license value is approximately NOK 8,000
per year.

CodeLab and Kuba have agreed that Kuba's growth can be further fuelled with
marginally increased liquidity. As such CodeLab foresees injecting NOK 2.5-3.0
million into Kuba, ensuring a fully funded business plan, including key growth
initiatives. 

"We are very excited to welcome CodeLab as the new owner of Kuba. Through the
discussions and processes we have had together, we have aligned on several key
areas where we see strong potential for value creation. We are also pleased to
become significant shareholders of CodeLab, as we have great confidence in the
CodeLab's future growth and potential," says Lars Olborg, CEO and largest
shareholder of Kuba.

Organizational changes
Following the Transaction, CodeLab continues to develop its strategic direction
and evolve its leadership structure accordingly.

CEO Kristian Ikast will transition into the role of Chairman of the Board of
Directors and remain a close advisor to the Company. CFO Christoffer Mathiesen
will continue as CFO.

Current Chairman of the Board of Directors, Anton Lorenz Bondesen, will continue
as a member of CodeLab's Board of Directors, and assume the role of CEO,
bringing with him strong knowledge of the Norwegian market and a hands-on
approach to leading the next phase of the Company's journey.

This proposed change will be presented for approval at the next general meeting,
which will be summoned in due course. 

This planned and collaborative transition represents a natural progression for
the organization. It strengthens CodeLab's operational setup and aligns the
leadership structure with the opportunities identified by the Board and
management.

Proposed new Board and Management team:

o	Chairman of the Board: Kristian Ikast
o	Director: Anton Lorenz Soleng Bondesen
o	Director: Nikolaj Helsinghoff Andersen
o	CEO: Anton Lorenz Soleng Bondesen
o	CFO: Christoffer Mathiesen

Next steps and timeline
Over the coming week, CodeLab will work to formalize any outstanding
pre-commitments beyond the ones already secured. A notice for a general meeting
will be distributed as soon as possible, which will include:

o	Amendments to the Board of Directors
o	Write down of share capital by way of reducing the nominal value of the
Company's shares due to the current nominal value being above the
trading/funding price by way of utilizing real uncovered loss for 2024.
o	Issuance of the Consideration Shares and the new shares to be issued in the
Private Placement 
o	Authorization to issue new shares in connection with the contemplated repair
issue
o	Approval of the Annual report 2024, and such other items to be included at the
Company's annual general meeting

We aim to summon the General Meeting during second half of May, and to carry out
the potential repair issue before the summer holidays. 

An invite to an investor call, where we present the Transaction and Kuba in more
detail, will follow shortly.

We look forward to sharing further details on our updated strategy soon. As
always, our focus remains on making well-considered, long-term decisions that
foster sustainable growth and long-term value creation for CodeLab.

Advokatfirmaet Schjødt AS is acting as legal advisor to CodeLab in connection
with this Transaction.

The information in this stock exchange announcement is considered inside
information pursuant to the EU Market Abuse Regulation (MAR) and is published in
accordance with section 5-12 the Norwegian Securities Trading Act. The
information is published at the time and date set out above.

For further information, please contact: 

COB Anton Lorenz Bondesen: alb@codelabcapital.com
CFO Christoffer Mathiesen: cm@codelabcapital.com