Norsk Titanium AS: Private placement successfully placed

18 Jun 2026 01:03 CEST

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Oslo, 18 June 2026. Reference is made to the stock exchange announcement by
Norsk Titanium AS ("Norsk Titanium" or the "Company") on 17 June 2026 (the
"Announcement") regarding a contemplated private placement of new shares in the
Company through an accelerated bookbuilding process (the "Private Placement").

Norsk Titanium is pleased to announce that the bookbuilding for the Private
Placement has been successfully completed. On the back of strong interest from
new high quality investors and existing shareholders, the Company resolved to
upsize the size of the Private Placement from the NOK equivalent of USD 25
million to the NOK equivalent of approx. USD 27.3 million, in order to
accommodate for health allocations, thereby raising NOK 260,000,000 million by
the allocation of a total of 260,000,000 new shares (the "Offer Shares"), each
at a subscription price of NOK 1.00 per Offer Share (the "Subscription Price").

The Company intends to use the net proceeds from the Private Placement to
realize key milestones, strengthen the Company's financial position, and for
working capital and general corporate purposes. In addition, the Private
Placement is targeting to strengthen the balance sheet as the Company targets to
ramp up production.

The pre-committing investors White Crystals Ltd, Scatec Innovation AS and Global
Portfolio Investments SL (the three largest existing shareholders in the
Company) were allocated 113,880,000 Offer Shares in the Private Placement for a
total amount of NOK 113.88 million. Information about allocation in the Private
Placement to close associates of primary insiders pursuant to the Market Abuse
Regulation article 19 will be published in a separate stock exchange
announcement.

The Private Placement consists of two tranches, whereof the 130,460,200 Offer
Shares in tranche 1 will be issued based on the existing Board authorisation to
issue shares granted by the annual general meeting of the Company on 12 May 2026
(the "Board Authorization") ("Tranche 1" and the “Tranche 1 Offer Shares”). The
second tranche consists of 129,539,800 Offer Shares, and is conditional on
approval by the general meeting of the Company ("Tranche 2" and the “Tranche 2
Offer Shares”).

Settlement of Offer Shares in Tranche 1 is expected to take place on or about 22
June 2026 (T+2), and the payment date for Offer Shares in Tranche 2 is expected
to be on or about 6 July 2026, subject to a resolution by the Company’s
extraordinary general meeting (the "EGM"), scheduled to be held on or about 2
July 2026.

Delivery-versus-payment (“DVP”) settlement for Tranche 1 will be facilitated
with existing and unencumbered shares in the Company that are already admitted
to trading on Euronext Growth Oslo pursuant to a share lending agreement entered
into between the Managers (as defined below) and Scatec Innovation AS (the
“Share Lending Agreement”).The Tranche 2 Offer Shares will, subject to the
satisfaction of the Tranche 2 Conditions, be delivered to the pre-committing
investors following registration of the share capital increase pertaining to the
Tranche 2 Offer Shares with the Norwegian Register of Business Enterprises.

Based on the Board Authorization the board of directors (the "Board") has
resolved to issue the 130,460,200 Offer Shares in Tranche 1, all of which will
be subscribed by the Managers and, once issued, will be re-delivered to Scatec
Innovation AS as settlement of shares borrowed in relation to settlement of
Tranche 1. The Offer Shares in Tranche 2 will be issued following, and subject
to, a resolution by the EGM, all of which will be subscribed by and issued to
the pre-committing investors.

The Offer Shares allocated to applicants in Tranche 1 will be tradable from
notification of allocation, and the Offer Shares allocated to applicants in
Tranche 2 will be tradeable following registration of the share capital increase
pertaining to the Tranche 2 Offer Shares with the Norwegian Register of Business
Enterprises.

Completion of Tranche 1 is not conditional upon completion of Tranche 2. The
settlement of Offer Shares under Tranche 1 will remain final and binding and
cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2 is not completed. The Company reserves the right in its sole
discretion to cancel Tranche 2 if the relevant conditions (set out in the
Announcement) are not fulfilled, including the resolution by the EGM to issue
the Tranche 2 Offer Shares. If Tranche 2 is not completed (e.g. due to
non-approval by the EGM), applicants will not be delivered Offer Shares in
Tranche 2, and the Company will only receive the gross proceeds for the issue of
the 130,460,200 Tranche 1 Offer Shares issued under the Board Authorization.

Following registration of the share capital increase in Tranche 1 with the
Norwegian Register of Business Enterprises, the Company will have a share
capital of NOK 92,794,485.76 divided into 1,159,931,072 shares, each with a par
value of NOK 0.08. Further, following and subject to registration of the share
capital increase in Tranche 2 (subject to resolution by the GM) with the
Norwegian Register of Business Enterprises, the Company will have a share
capital of NOK 103,157,669.76 divided into 1,289,470,872 shares, each with a par
value of NOK 0.08.

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 18 June 2026 before the market opens.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Private 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.

Subject to completion of the Private Placement and certain other conditions (as
described below), the Board will consider carrying out a subsequent share
offering of up to 45,000,000 new shares raising gross proceeds of up to NOK
45,000,000 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 17 June 2026, as
registered in the VPS two trading days thereafter, who (i) were not allocated
Offer Shares in the Private Placement, and (ii) 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) a prospectus being published. 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.

Arctic Securities AS and Pareto Securities AS (the “Managers”) are acting as
joint bookrunners in the Private Placement. Advokatfirmaet Selmer AS is acting
as legal advisor to Norsk Titanium.

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 Ashar A. Ashary, CFO of Norsk Titanium
AS, at the time and date stated above in this announcement.

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

Fabrizio Ponte, President and CEO of Norsk Titanium
Email: Fabrizio.ponte@norsktitanium.com
Tel: +1 404 426 2270

Ashar Ashary, CFO Norsk Titanium AS
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 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 "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any 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.

The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

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. Any 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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