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, 25 June 2024 

CodeLab Capital AS ("CodeLab" or the "Company"), a holding company of Uniscale
AS ("Uniscale"), a B2B tech company offering software development tools, has
retained Arctic Securities AS as sole manager and bookrunner (the "Manager") to
advise on and effect a partially underwritten private placement (the "Private
Placement") of new shares in the Company (the "Offer Shares") to raise gross
proceeds of NOK 40-50 million.

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.

The subscription price per Offer Share will be fixed at NOK 0.29 (the "Offer
Price") and the final number of Offer Shares to be issued will be determined by
the Company's board of directors (the "Board"), in consultation with the
Manager. 

CodeLab Capital's wholly owned subsidiary, Uniscale, is experiencing increasing
commercial momentum and demand for its products. Especially the product suite
with all the AI capabilities included are becoming increasingly popular. In
addition, Uniscale sees clear interest among larger customers with high license
volume potential. 
In order to ensure as long a runway as possible, given a completed  Private
Placement, 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:
CodeLab has entered into an underwriting agreement (the "UWA") with Codee
Holding AS and two other underwriters (the "Underwriters") securing NOK 40
million in gross proceeds from the Private Placement (the "Minimum Proceeds") at
the Offer Price.

Under the UWA the Company's largest shareholder, Codee Holding AS (holding 56.9%
of the outstanding shares in the Company and represented on the board of
directors by Jesper Melin Ganc-Petersen), has pre-committed to subscribe for,
and will be allocated, Offer Shares for NOK 20 million. 

In addition certain other members of the board of directors and management of
the Company have pre-committed to subscribe for a total amount of NOK 1.2
million, giving a total pre-subscription of NOK 21.2 million.

The Underwriters who have pre-committed and underwritten the Private Placement
as part of the UWA will receive a fee of 10% of their respective pre-commitment
and underwriting amounts (the "Underwriting Fee"). The Underwriting Fee shall be
settled through the issuance of new shares in the Company subject to the
approval of a board authorization from the EGM (as described below), however if
the Minimum Proceeds is not obtained without triggering the Underwriters
underwriting obligation the fee is payable in cash or shares.
The application period commences today, 25 June 2024, at 16:30 CEST and close at
08:00 CEST on 26 June 2024. The application period may, at the discretion of the
Company and the Manager, close earlier or later and may be cancelled at any time
and, consequently, the Company may refrain from completing the Private
Placement. 

The Company will announce the final number of Offer Shares placed in a stock
exchange announcement expected to be published before the opening of trading on
the Oslo Stock Exchange tomorrow, 26 June 2024.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to applicable exemptions from relevant
prospectus, filing or other registration requirements. The minimum application
and allocation amount in the Private Placement will be the NOK equivalent of EUR
100,000, provided that the Company may, at its sole discretion, allocate an
amount below EUR 100,000 to the extent applicable exemptions from relevant
prospectus and registration requirements pursuant to applicable regulations,
including Regulation (EU) 2017/1129 (the EU Prospectus Regulation) and ancillary
regulations, are available.

The Private Placement will be divided into two tranches. Tranche 1 will consist
of 34,772,440 Offer Shares ("Tranche 1" and the "Tranche 1 Offer Shares").
Tranche 2 will consist of up to the number of Offer Shares that, together with
the Tranche 1 Offer Shares, is necessary in order to raise gross proceeds of NOK
40-50 million ("Tranche 2" and the "Tranche 2 Offer Shares"). Allocations of
Offer Shares to investors are expected to be 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 will be subject to approval by an extraordinary general
meeting of the Company expected to be held on or about 10 July 2024 (the "EGM").

Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Manager, following the expiry of the
application period, however subject to approval by the EGM in respect of Tranche
2. Allocation will be based on criteria such as (but not limited to)
pre-commitments, perceived investor quality, existing ownership in the Company,
timeliness of the application, early indications, relative order size, sector
knowledge, investment history and investment horizon. The Board may, at its sole
discretion, reject and/or reduce any applications, and there is no guarantee
that any applicant will be allocated Offer Shares. Notification of allocation
(conditional with respect of Tranche 2) and payment instructions are expected to
be issued to the applicants on or about 26 June 2024 through a notification to
be issued by the Manager.

Completion of Tranche 1 is subject to (i) approval by the Board, (ii) the Share
Lending Agreement (as defined below) remaining in full force and effect and
(iii) the UWA remaining in full force and effect. 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. Further to this, completion of both Tranche 1 and
Tranche 2 are subject to the Company resolving to consummate the Private
Placement and allocate the Offer Shares. 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.

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 expected to 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 to be resolved
issued by the Board 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 is expected to take place 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.

The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Private Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under 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 proposed Private
Placement is in compliance with these requirements. 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. A private placement enables the Company to raise capital in an
efficient manner, and the Private Placement is structured to ensure that a
market-based subscription price is achieved. By structuring the equity raise as
a private placement, the Company is expected to be in a position to raise
capital at a better share price, at a lower cost faster and with significantly
lower risk than in a rights issue. 

The Company may, subject to completion of the Private Placement, approval from
the EGM and certain other conditions, consider to carry out a subsequent
offering of new shares at the Offer Price directed towards existing shareholders
in the Company as of 25 June 2024 (as registered in the 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.

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
25 June 2024 at 16:48 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