Norsk Titanium AS: Commencement of the final exercise period for the Warrants

18 Nov 2024 07:15 CET

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Oslo, Norway, 18 November 2024: Reference is made to the stock exchange
announcement by Norsk Titanium AS (the "Company") on 18 November 2024 regarding
the exercise price and further information regarding the final exercise period
for the remaining 135,796,540 outstanding warrants (the "Warrants") issued to
investors in the partially underwritten rights issue of 229,038,7887 new shares
in the Company.

Each Warrant gives the holder a right to subscribe for one new share (such new
shares jointly the "New Shares") in the Company at an exercise price of NOK
1.06892 (the "Exercise Price").

The first exercise period ended on 21 June 2024. Reference in that regard is
made to stock exchange announcements published by the Company in connection with
the first exercise period.

The second and final exercise period for the Warrants will commence today, on 18
November 2024 at 09:00 hours (CET), and expire on 29 November 2024 at 16:30
hours (CET) (the "Final Exercise Period"). The Warrants in the Final Exercise
Period are tradeable until 25 November 2024 at 16:30 hours (CET).

Carnegie is acting as manager in connection with exercise of the Warrants (the
"Manager").

Exercise periods

Any Warrants to be exercised in the Final Exercise Period will have to be
registered on the VPS account of the subscriber on 29 November 2024. Provided
that a purchase of Warrants is made with ordinary T+2 settlement, any Warrants
acquired up to 25 November 2024 at 16:30 hours (CET), i.e. the last day of the
trading period in the Final Exercise Period, may be exercised in the Final
Exercise Period.

Warrants that are not exercised before the expiry of the Final Exercise Period
on 29 November 2024 at 16:30 hours (CET) or not sold before 16:30 hours (CET) on
25 November 2024 will have no value and will lapse without compensation to the
holder.

Holders of Warrants who do not exercise their Warrants will experience a
dilution of their shareholding in the Company.

Exercise price per New Share

Each Warrant gives the holder a right to subscribe for one New Share at an
exercise price per New Share equal to the volume-weighted average price (VWAP)
of the Company's shares on Euronext Growth Oslo in the three last trading days
prior to the first date on which the holder can exercise the Warrant in each
exercise period less 30%, but in any event (i) not lower than the nominal value
(NOK 0.08) and (ii) not exceeding the subscription price in the Rights Issue
plus 30% (i.e. NOK 1.06892).

Based on the criteria above, the Exercise Price per New Share in the Final
Exercise Period is NOK 1.06892.

Exercise procedure

The Warrants are exercised through the submission of a duly completed exercise
form for the Warrants (the "Exercise Form") to the Manager at the address or
email address set out in the Exercise Form during the Final Exercise Period or
electronically through the VPS online subscription system during the Final
Exercise Period for the Warrants, at the latest within 29 November 2024 at 16:30
CET. The Exercise Form is available at the websites of the Company
(www.norsktitanium.com/investors) and the Manager
(www.carnegie.no/ongoing-prospectuses-and-offerings/). By completing and
submitting an Exercise Form, the holder of the relevant Warrants irrevocably
undertakes to acquire a number New Shares equal to the number of Warrants
exercised at the Exercise Price.

Payment for and delivery of New Shares

Notifications of allocated New Shares and the corresponding aggregate exercise
price to be paid by each subscriber are expected to be distributed in a letter
from the VPS after the end of the Final Exercise Period, on or about 3 December
2024. Payment for the New Shares issued to the subscriber following the Final
Exercise Period falls due on 6 December 2024 in accordance with the payment
procedures described in the Exercise Form.

Subject to timely payment of the aggregate exercise price for the New Shares on
6 December 2024, the Company expects that the share capital increase pertaining
to the Final Exercise Period will be registered with the Norwegian Register of
Business Enterprises on or about 10 December 2024 and that the New Shares will
be delivered to the VPS accounts of the subscribers to whom they are allocated
on or about 11 December 2024. A subscriber's default in timely payment of the
aggregate exercise price for the New Shares subscribed by such subscriber may,
at the Company's and the Manager's sole discretion, result in the subscribed New
Shares not being issued. In such an event, the exercised Warrants may be
considered forfeited and will not give a right to subscribe New Shares.

Financial intermediaries

If Warrants are registered through a financial intermediary, the financial
intermediary will customarily give the holder details of the aggregate number of
Warrants which it is entitled to exercise. The relevant financial intermediary
will customarily supply each holder with this information in accordance with its
usual customer relations procedures. Holders of Warrants through a financial
intermediary should contact the financial intermediary if they have received no
information with respect to the Warrants.

Listing and commencement of trading in the New Shares

The New Shares issued upon exercise of Warrants will be listed on Euronext
Growth Oslo under ISIN NO 001 0969108 and ticker code "NTI". The New Shares will
be listed as soon as the New Shares are fully paid, the share capital increase
pertaining to the Final Exercise Period has been registered in the Norwegian
Register of Business Enterprises, and the New Shares have been issued in the
VPS.

The New Shares may not be transferred or traded before (i) they have been fully
paid, (ii) the share capital increase pertaining to the New Shares has been
registered with the Norwegian Register of Business Enterprises, and (iii) the
New Shares have been issued in the VPS.

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 the Manager:
Carnegie AS, tel: +47 22 00 93 40.

This information is published in accordance with the requirements of the
Continuing Obligations for companies listed on Euronext Growth Oslo and section
5-12 of the Norwegian Securities Trading Act.

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 none of them 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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