Coala-life

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

Coala-Life Group AB (“Coala Life” or the “Company”) has utilized the set-off commitments provided by lenders and other creditors (the "Creditors") in accordance with the press release published by the Company on 1 February 2024 and has resolved on directed new share issues of a total of 270,214,367 new shares to the Creditors against payment through set-off of debts amounting to SEK 17.0 million (the "Set-off Issue"). The subscription price in the Set-off Issue amounts to SEK 0.063 per share.

Coala Life announced on 1 February 2024 that the Company had reached an agreement on a financing solution to secure the Company’s liquidity. As part of the financing solution, the Creditors entered into commitments to set off claims against subscription of new shares in the Company at a subscription price per new share of SEK 0.063. The Company has now utilized the commitments and resolved to carry out the Set-off Issue.

Since the Creditors include persons who are subject to the so-called “Leo rules” in Chapter 16 of the Swedish Companies Act, the Set-off Issue has been made through two separate issue resolutions.

The first part of the Set-off Issue was resolved by the Company’s board of directors with the support of the authorization from the extraordinary general meeting on 22 December 2023 and consists of to a directed issue of a total of 173,642,559 new shares to the existing shareholders 20 North Street CO AB (47,619,047 new shares), Nils-Holger Olsson (5,456,031 new shares), Hans-Ivar Olsson (5,081,555 new shares), Åke Sundvall Holding AB (18,769,809 new shares), Buntel AB (44,389,805 new shares), Formue Nord Markedsneutral A/S (44,389,805 new shares) and the new investor Ekarve Förvaltning AB (7,936,507 new shares).

The second part of the Set-off Issue was resolved by the Company’s board of directors subject to the subsequent approval of the general meeting and consists of a directed issue of 96,571,808 new shares to the Company’s chairman of the board Per Carendi (4,778,666 shares), the Company’s CEO Dan Pitulia (51,237,873 shares) and a company closely related to Dan Pitulia, Yannic Limited, (40,555,269 shares). A proposal to approve the second part of the Set-Off Issue will be presented at the Company’s annual general meeting 2024.

The reason for the deviation from the shareholders' preferential rights is to reduce the Company’s indebtedness by enabling set-off of existing debts incurred in order to meet the Company’s immediate liquidity needs and accrued compensations and secure a more favourable capital structure for the Company.

The new shares are issued at a price of SEK 0.063 per share, which has been determined through an arm’s length negotiation and corresponds to the subscription price per new share in the rights issue carried out in January 2024 (where the subscription price per unit, consisting of four new shares and one warrant free of charge, amounted to SEK 0.24) adjusted upwards so as not to fall below the quota value of the shares at the intended time of registration. In light of the outcome of the rights issue, the subscription price is deemed to be in accordance with market conditions.

The Set-off Issue increases the number of shares and votes in the Company from 1,264,838,743 to 1,535,053,110 and the share capital from SEK 632,419.3716 to 767,526.5551, which corresponds to a dilution effect of approximately 17.6 per cent in relation to the existing number of shares and votes.

IMPORTANT INFORMATION

Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction.

This press release is not a prospectus for the purposes of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Set-off Issue .

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

This press release does not constitute a recommendation concerning any investor’s decision to invest in the Company´s securites. Each investor or potential investor should conduct his, her or its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertakes 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 press release.