Norsk Titanium AS: Final results of the Rights Issue and resolution to increase the share capital for settlement of underwriting commission

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, 21 February 2024: Reference is made to the stock exchange announcement published by Norsk Titanium AS (the "Company") on 20 February 2024 regarding the preliminary results in the partially underwritten rights issue of between 221,343,874 and 273,639,404 new shares in the Company (the "Offer Shares") at a subscription price of NOK 0.82225 (the "Subscription Price") (the "Rights Issue"). In addition, the subscribers in the Rights Issue will be allocated one warrant for every two Offer Shares allocated to them and paid by them in the Rights Issue (the "Warrants"). The subscription period for the Rights Issue expired yesterday, 20 February, at 16:30 hours (CET).

At the expiry of the subscription period in the Rights Issue, the Company had received valid subscriptions for a total of 229,038,787 Offer Shares.

The final allocation of the Offer Shares in the Rights Issue and the Warrants has been completed based on the allocation criteria set out in the Company's prospectus dated 5 February 2024 (the "Prospectus"). The board of directors of the Company has allocated a total of 229,038,787 Offer Shares, which means that all valid subscriptions from investors with subscription rights have been allocated their full subscription including oversubscription.

The transaction attracted broad support from the Company’s existing shareholder as well as new shareholders having purchased subscription rights, with more than 300 individual allocations in total.

Based on the number of Offer Shares allocated, the Company has allocated, subject to payment of the relevant Offer Shares, 164,519,363 Warrants.

As the Rights Issue attracted subscriptions above the underwritten amounts, no allocations have been made based on the underwriting commitments for the Rights Issue.

The subscriptions received will, subject to payment, provide the Company with approx. NOK 188.3 million (equivalent to approx. USD 18 million) in gross proceeds, of which approx. NOK 53.6 million (equivalent to approx. USD 5.1 million) will be settled by conversion of bridge loans from existing shareholders. Following receipt of the net proceeds, the Company will repay the NOK 53.75 million bridge loan plus interest from Buntel AB, a subsidiary of MolCap Invest AB.

Subject to the Warrants and the Additional Warrants (as defined below) being exercised at the maximum subscription price 30% above the Subscription Price, the Company may in total receive proceeds of up to approx. NOK 364 million (equivalent to approx. USD 35 million). Combined with working capital financing, this would be expected to cover the funding required to reach cash flow break-even for the Company.

Notifications of allocated Offer Shares and Warrants and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today, on 21 February 2024. Payment for the allocated Offer Shares falls due on 23 February 2024 in accordance with the payment procedures described in the Prospectus. The Warrants are allocated free of charge.

The Offer Shares and the Warrants are expected to be tradable on Euronext Growth Oslo from and including 28 February 2024.

Pursuant to the underwriting agreements for the Rights Issue dated 4 December 2023, each underwriter is entitled to an underwriting fee as compensation for their respective underwriting obligation.

Buntel AB, a subsidiary of MolCap Invest AB, having undertaken to underwrite a total of NOK 43 million (equivalent to approx. USD 4 million) of the Rights Issue, is entitled to compensation of 6% of its underwritten amount under the top guarantee payable in cash and 50 million warrants at equal terms to the Warrants (the "Additional Warrants") that will be issued in accordance with a resolution by the general meeting of the Company made on 9 January 2024.

Scatec Innovation AS, Norsk Titanium Cayman Ltd., White Crystals Ltd., and the remaining underwriters, having undertaken to underwrite in aggregate a total of NOK 139 million of the Rights Issue, will be compensated with 10% of their respective underwritten amount payable in shares in the Company at the Subscription Price. A total of 16,904,823 new shares will be issued to the underwriters (the "Fee Shares").

Norsk Titanium Cayman Ltd. is a company closely associated with Shan E-Abbas Ashary and Bart Van Aalst, who are both board members of Norsk Titanium Cayman Ltd. and board members of the Company. Scatec Innovation AS is a company closely associated with John Andersen, who is the chairman of the Company's board of directors and also the CEO of Scatec Innovation AS. Please see the attached notifications of trade for information regarding the primary insiders' subscription of Fee Shares.

The Company's Board of Directors has resolved to increase the share capital with NOK 1,352,385.84 by issuing 16,904,823 new shares, each with a nominal value of NOK 0.08, in connection with the issuance of the Fee Shares. The share capital increase is resolved pursuant to the Board authorization to increase the share capital that was granted at the Company's extraordinary general meeting held on 9 January 2024.

Neither the Offer Shares nor the Fee Shares may be transferred or traded before they have been fully paid and the share capital increases pertaining to the Offer Shares and the Fee Shares, respectively, have been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Neither the Warrants nor the Additional Warrants may be transferred or traded before they have been registered in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase pertaining to the Fee Shares and the Additional Warrants will be registered in the Norwegian Register of Business Enterprises on or about 23 February 2024. It is expected that the share capital increase pertaining to the Offer Shares and the Warrants will be registered in the Norwegian Register of Business Enterprises on or about 28 February 2024, and that the Offer Shares and the Warrants will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the next day.

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.

For more information, please contact:

John Andersen, Chairman of Norsk Titanium AS

Email: John.Andersen@scatec.no

Tel: +47 90 17 40 80

Carl Johnson, President & CEO Norsk Titanium AS

Email: Carl.Johnson@norsktitanium.com

Tel: +1 518 324 4010

Ashar Ashary, CFO Norsk Titanium AS

Email: Ashar.Ashary@norsktitanium.com

Tel: +1 518 556 8966

For information about the Rights Issue, please contact Carnegie AS (the "Manager"): +47 22 00 93 40