Norsk Titanium AS: Private placement successfully completed

30 Mar 2023 23:45 CEST

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Norsk Titanium AS: Private placement successfully completed

Oslo, 30 March 2023. Reference is made to the stock exchange announcement by
Norsk Titanium AS (“Norsk Titanium” or the “Company”) on 30 March 2023 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 book-building for the Private
Placement has been successfully completed, raising approximately NOK 89 million,
equivalent to USD 8.5 million, in gross proceeds through the allocation of
29,517,950 new shares (the "Offer Shares") each at a subscription price of NOK
3.00 per share (the "Subscription Price").

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 2.0 million 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.

The book-building period for the Private Placement closed after close of trading
on Euronext Growth Oslo today. Notifications of allotment of the Offer Shares
and payment instructions are expected to be distributed to the applicants
through a notification from the Managers on 31 March 2023. The Offer Shares to
investors other than Shan Ashary, a director of Norsk Titanium Cayman Limited
will be settled through a delivery versus payment transaction on a regular T+2
basis, on or about 4 April 2023, 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 Lending"). The Share Lending will be settled by the
Managers with new shares in the Company to be issued (i) by the board of
directors (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 11 April 2023,
to resolve the issuance of the 11,443,753 new shares equal to the remaining
number of borrowed shares borrowed from Scatec Innovation AS, as well as the
3,472,700 shares allocated to Shan Ashary, a director of Norsk Titanium Cayman
Limited in the Private Placement (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 and the
Company's cash runway will be shortened proportionately.

The existing shareholders and pre-committing investors Scatec Innovation AS,
Shan Ashary, a director of Norsk Titanium Cayman Limited and Ferd AS were
allocated Offer Shares in accordance with their pre-commitments, distributed as
follows: (i) USD 2.5 million from Scatec Innovation AS, (ii) USD 1.0 million
from Shan Ashary, a director of Norsk Titanium Cayman Limited and (iii) USD 0.5
million from Ferd AS, resulting in an ownership of 25.4%, 1.4% and 4.0%,
respectively.

Following registration of the share capital increase pertaining to the Board's
resolution to issue shares in the Private Placement with the Norwegian Register
of Business Enterprises, the Company will have a share capital of NOK
20,388,136.08 divided into 254,851,701 shares, each with a par value of NOK
0.08. Further, following and subject to registration of the share capital
increase pertaining to the EGM's resolution to issue shares in the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a share capital of NOK 21,581,452.32 divided into 269,768,154 shares, each
with a par value of NOK 0.08.

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 book-building process.

The Board will consider carrying out a subsequent share offering of up to
2,000,000 new shares raising gross proceeds of approximately NOK 6 million in
gross proceeds (the "Subsequent Offering"). Any Subsequent Offering will
comprise new shares offered at the same subscription price as the Offer Shares
towards shareholders of the Company as of 30 March 2023, as registered in the
VPS on 3 April 2023, 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. Any Subsequent Offering will
be subject to (i) the prevailing market price of the Company's shares, (ii)
relevant corporate resolutions being passed by the Company, including the
approval by the general meeting of the Company and (iii) the registration of a
national prospectus with the Norwegian Register of Business Enterprises The
Board will propose that the EGM resolves an authorisation for the Board to
implement a subsequent share offering on the terms and conditions set out above.

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.

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, Chief Financial Officer 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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