Norsk Titanium AS: Contemplated private placement

30 Mar 2023 16:35 CEST

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Norsk Titanium AS: Contemplated private placement

Oslo, 30 March 2023. Norsk Titanium AS (“Norsk Titanium” or the “Company”) has
engaged Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (together the
“Managers”) to advise on and effect a contemplated private placement of new
shares directed towards Norwegian and international investors after the close of
trading on Euronext Growth Oslo today (the “Private Placement”).

In the Private Placement, the Company is offering a number of new shares (the
"Offer Shares") to raise gross proceeds in the range of USD 7.5 to 12.5 million.

The Company intends to use the net proceeds from the Offer Shares to:
• Fund current operations and cash requirements
• 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 extend the company’s runway to continue to evaluate either additional
investment or other opportunities that make strategic sense and secures
necessary funding for continued operations. The company’s current burn-rate is
approx. USD 2.0m per month, and the company's runway will be extended with a
period corresponding to the net proceeds received following issuance of new
shares in the Private Placement.

Certain existing shareholders have pre-committed to subscribe for and be
allocated Offer Shares in the Private Placement, equivalent to a total amount of
approx. USD 4.0 million, distributed as follows: USD 2.5 million from Scatec
Innovation AS, USD 1.0 million from Shan Ashary, a director of Norsk Titanium
Cayman Limited and USD 0.50 million from Ferd AS.

The final number of Offer Shares to be issued and the price per Offer Share in
the Private Placement will be determined by the Company's Board of Directors
(the "Board") following an accelerated book-building process.

The book-building period in the Private Placement will commence today, 30 March
2023 at 16:30 CEST and close on or before 31 March 2023 at 08:00 CEST. The
Company, together with the Managers, reserve the right to close or extend the
book-building period at any time at their sole discretion, or to cancel the
Private Placement in its entirety. If the book-building period is shortened or
extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from prospectus
requirements and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount have been set to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate shares corresponding to
an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European
Parliament and of the Council, of 14 June 2017 on the prospectus to be published
when securities are offered to the public as implemented in Norway in accordance
with Section 7-1 of the Norwegian Securities Trading Act and other applicable
regulations are available.

Settlement of the Offer Shares to the investors in the Private Placement other
than Shan Ashary, a director of Norsk Titanium Cayman Limited is expected to
take place on or about 4 April 2023 on a delivery versus payment ("DvP") basis
by delivery of existing and unencumbered shares in the Company that are already
admitted to trading on Euronext Growth pursuant to a share lending agreement
(the "Share Lending Agreement") entered into between the Company, Scatec
Innovation AS and the Managers. The share loan will be settled with new shares
in the Company to be issued (i) by the Board pursuant to an authority to issue
up to 14,601,497 new shares and (ii) by an extraordinary general meeting of the
Company (the "EGM"), to be convened by the Company and expected to be held on or
about 31 March 2023, to resolve the issuance of a number of new shares equal to
the remaining number of borrowed shares borrowed from Scatec Innovation AS as
well as the issuance of any shares allocated to Shan Ashary, a director of Norsk
Titanium Cayman Limited (the "EGM Share Issue").

The settlement of the Private Placement will not be conditional upon or
otherwise affected by the outcome of the EGM. If the EGM does not approve the
EGM Share Issue, the Managers' redelivery obligation of borrowed shares to
Scatec Innovation AS will be settled in cash by way of transfer of the gross
proceeds from the sale of the borrowed shares in the Private Placement to Scatec
Innovation AS. Further, the Company will not receive any proceeds from
subscription of shares by Shan Ashary, a director of Norsk Titanium Cayman
Limited. Hence, the Company's cash runway will be shortened proportionately.

Completion of the Private Placement is conditional upon (i) all necessary
corporate resolutions required to implement the Private Placement, including the
Board resolving to proceed with the Private Placement, allocate the Offer
Shares, resolve the issuance of 14,601,497 Offer Shares and the share capital
increase pertaining to the issuance of such shares, and call for the EGM,
expected to be held on or about 11 April 2023, for purposes of approving the EGM
Share Issue for redelivery of the borrowed shares to Scatec Innovation AS, and
(ii) the Share Lending Agreement being validly entered into and remaining
unmodified and in full force and effect. The Company and the Managers have
received voting undertakings in favour of the Private Placement, including the
EGM Share Issue, from existing shareholders constituting more than the required
majority of 67% of the Company's share capital, including 14,601,497 new shares
to be resolved issued by the Board pursuant to its authorization granted by the
general meeting.

The Company will announce the number of Offer Shares to be issued and allocated
in the Private Placement through a stock exchange notice expected to be
published before opening of the trading on Euronext Growth Oslo on 31 March
2023.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has considered the structure
of the equity raise in light of the equal treatment obligations under the
Norwegian Public 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. The Board is of the view that it will be in the common interest
of the Company and its shareholders to raise equity through a private placement,
in particular because the Private Placement enables the Company to secure equity
financing to accommodate the Company's funding requirements. Further, a private
placement will reduce execution and completion risk, as it enables the Company
to raise equity efficiently and in a timely manner, with a lower discount to the
current trading price, at a lower cost and with a significantly reduced
completion risk compared to a rights issue. It has also been taken into
consideration that the Private Placement will not result in a significant
dilution of existing shareholders and that is based on a publicly announced
accelerated bookbuilding process.

On this basis, the Board has considered the proposed transaction structure and
the Private Placement to be in the common interest of the Company and its
shareholders.

The Company may, subject to completion of the Private Placement, consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). If carried out, the size and structure of the Subsequent Offering
shall be in line with market practice. Any Subsequent Offering will be directed
towards existing shareholders in the Company as of 30 March 2023 (as registered
in the VPS two trading days thereafter), who (i) were not included in the
pre-sounding phase of the Private Placement, (ii) were not allocated Offer
shares in the Private Placement, and (iii) are not resident in a jurisdiction
where such offering would be unlawful or, would (in jurisdictions other than
Norway) require any prospectus, filing, registration or similar action. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved.

Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

For more information, please contact:

John Andersen, Chairman of Norsk Titanium
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80

Mike Canario, President and CEO Norsk Titanium
Email: Michael.Canario@norsktitanium.com
Tel: +1 518 324 4010

Ashar Ashary, Chief Financial Officer Norsk Titanium
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966

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.

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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