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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