Norsk Titanium AS: Private placement successfully completed

10 Nov 2022 22:45 CET

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Norsk Titanium AS: Private placement successfully completed

10 November 2022. Reference is made to the stock exchange announcement by Norsk
Titanium AS (“Norsk Titanium” or the “Company”) on 10 November 2022 regarding a
contemplated private placement of new shares in the Company through an
accelerated book-building process (the “Private Placement”).

Norsk Titanium is pleased to announce that the Private Placement has been
successfully completed, raising approximately NOK 75 million, equivalent to USD
7.4 million, in gross proceeds through the allocation of 27,777,780 new shares
(the "New Shares") at a subscription price of NOK 2.7 per share (the
"Subscription Price") which represents a 10% discount to the last closing price
on Euronext Growth Oslo.

The Company intends to use the net proceeds from the New Shares to;
• Strengthen the balance sheet to transition development efforts into long term
serial production contracts for deliveries to the semiconductor, commercial
aerospace, and defence industries
• To give the company a runway to continue to evaluate either investment by
strategics or other opportunities that make strategic sense and secures funding
The book-building period for the Private Placement closed after close of trading
on Euronext Growth Oslo today. The New Shares will be settled through a delivery
versus payment transaction on a regular T+2 basis with existing and unencumbered
shares in the Company that are already traded on Euronext Growth Oslo pursuant
to a share lending arrangement between the Company, the Managers and Scatec
Innovation AS as lender (the "Share Loan"). The Share Loan will be settled by
the Managers with new shares in the Company, which were resolved by the
Company's Board of Directors (the "Board") at a Board meeting held on 10
November 2022, based on the authorisation granted to the Board at the Company's
Annual General Meeting on 20 April 2022

Existing shareholders were allocated New Shares in accordance with their
pre-commitments, distributed as follows: i) USD 3.5 million from Norsk Titanium
Cayman Ltd., (ii) USD 2.3 million from Scatec Innovation AS, and (iii) USD 0.2
million from Disruptive Innovation Fund, L.P. (Rose Park Advisors).

Notification of allotment of the New Shares and payment instructions is expected
to be sent to the applicants through a notification from the Managers on 11
November 2022. Settlement of the New Shares towards investors will be made on a
delivery versus payment basis on 15 November 2022 (T+2 settlement).

Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a share capital of NOK 19,173,933.20 divided into 239,674,165 shares, each
with a par value of NOK 0.08.

Completion of the Private Placement implies a deviation from the existing
shareholders' pre-emptive rights to subscribe for and be allocated new shares.
The Board has carefully considered such deviation and has resolved that the
Private Placement is in the best interests of the Company and its shareholders.
In reaching this conclusion, the Board has among other things considered the
limited discount of the New Shares compared to the market price of the Company's
shares, the availability of capital markets financing in a timely manner and the
necessity for the Company to realize its communicated targets in line with its
approved strategy. The Board has also taken into account that the Subscription
Price in the Private Placement is based on the investor interest obtained
following a pre-sounding of the Private Placement with wall-crossed investors
and a publicly announced accelerated book -building process.

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) are acting as Joint
Bookrunners in connection with the Private Placement. Advokatfirmaet Selmer AS
is acting as legal advisor to Norsk Titanium, while Advokatfirmaet Wiersholm AS
is acting as legal advisor to the Managers.

About Norsk Titanium:

Norsk Titanium is a global leader in metal 3D printing, innovating the future of
metal manufacturing by enabling a paradigm shift to a clean and sustainable
manufacturing process. With its proprietary Rapid Plasma Deposition® (RPD®)
technology and 700 MT of production capacity, Norsk Titanium offers
cost-efficient 3D printing of value-added metal parts to a large addressable
market. RPD® technology uses significantly less raw material, energy, and time
than traditional energy-intensive forming methods, presenting customers with an
opportunity to better manage input costs, logistics, and environmental impact.
RPD® printed parts are already flying on commercial aircraft, and Norsk Titanium
has gained significant traction with large defense and industrial customers.
For the latest news, go to www.norsktitanium.com or follow us on LinkedIn.

For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80

Mike Canario, President and CEO of Norsk Titanium
Email: Michael.Canario@norsktitanium.com
Tel: +1 518 324 4010
Ashar Ashary, VP Finance Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966


Important notice:

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Anne Lene Gullen Bråten, Director Finance
of Norsk Titanium AS, at the time and date stated above in this announcement.

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. 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.

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 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 (EU) 2017/1129 of the European Parliament and of the Council,
of 14 June 2017, as amended Regulation, on the prospectus to be published when
securities are offered to the public (together with any applicable implementing
measures in any EEA 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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, 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 make any
guarantee 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.

Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability for the contents of this announcement or any matters
referred to herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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