Norsk Titanium AS: Pre-commitments for warrants exercise and additional commitment in place, securing minimum NOK 113 million in funding

14 Nov 2024 07:00 CET

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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Oslo, Norway, 14 November 2024: Reference is made to the stock exchange
announcement by Norsk Titanium AS (the "Company") on 21 February 2024 regarding
the rights issue raising approx. NOK 188 million in gross proceeds (the "Rights
Issue"). The subscribers in the Rights Issue were allocated one warrant for
every two shares allocated in the Rights Issue (the "Warrants"). Following the
first exercise window for the Warrants in June 2024, the Company has 135,796,540
Warrants outstanding.

In connection with the last exercise period for the Warrants (18 November 2024
to 29 November 2024), the Company has received pre-commitments to exercise
85,721,585 Warrants, including from the two largest Warrant holders Scatec
Innovation AS (holding 20,279,518 Warrants) and Global Portfolio Investments
(holding 20,000,000 Warrants).

In addition, Global Portfolio Investments has committed to subscribe for up to
20,000,000 shares at the exercise price in the event any Warrants are not
exercised. Any shares issued to Global Portfolio Investments if the Warrants are
not exercised in full will be made by way of a directed share issue by use of
the authorisation to increase the share capital that was granted to the Board of
Directors by the Annual General Meeting on 14 May 2024. Global Portfolio
Investments will not receive any fee or other compensation for this additional
commitment.

Assuming the maximum exercise price of NOK 1.06892, the pre-commitments and the
additional commitment will secure minimum gross proceeds of NOK 113 million. If
all remaining Warrants are exercised, the total gross proceeds will be approx.
NOK 145 million (equivalent to approx. USD 13 million).

The pre-commitments and additional commitment do not impact any Warrant holders'
ability to exercise their Warrants in the last exercise period from 18 November
2024 to 29 November 2024.

The Company intends to use the net proceeds from the Warrants exercise to fund
current operations, working capital and cash requirements, and further
strengthen the balance sheet to transition development efforts into long-term
serial production contracts for deliveries to major customers in the commercial
aerospace, industrial, and defence sectors. Assuming the exercise of the
Warrants in full, the Company expects to fully fund its business plan to achieve
2026 revenues of USD 150m and EBITDA margins of 30%.

The additional commitment by Global Portfolio Investments has been considered in
light of the requirements for equal treatment, considering that Global Portfolio
Investments would be granted the opportunity to subscribe for additional shares
at a set price. The Company has placed emphasis on the fact that the additional
commitment will secure additional funding on the same terms as the Warrant
exercise and only to the extent that Warrants have not been exercised, and
therefore is in the general interest of the Company and its shareholders.

Advisors

Carnegie AS is acting as manager for the Rights Issue and Warrants exercise (the
"Manager"). Advokatfirmaet Selmer AS is acting as legal advisor to the Company
in connection with the Rights Issue and Warrants exercise.

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 Gail Balcerzak, Chief Legal and People
Officer of Norsk Titanium AS, at the time and date stated above in this
announcement.

For more information, please contact:

Ashar Ashary, CFO Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966

For more information about the exercise of Warrants, please contact Carnegie AS
(the "Manager"):
Tel: +47 22 00 93 40.

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 installed production capacity to generate annual revenues of
approximately USD 300 million, 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 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 Manager nor any of its affiliates make any representation as to the
accuracy or completeness of this announcement and the Manager does not accept
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 Manager
nor any of its affiliates accept 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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