Norsk Titanium AS: New Bridge Loan and Financing Update

Oslo, Norway, 3 November 2023: Norsk Titanium AS has entered into a new bridge loan for NOK 21.9 million with White Crystals Ltd. (“White Crystals”). Reference is made to stock exchange announcements regarding the Company’s need for additional liquidity, most recently on 28 September 2023.

White Crystals is a shareholder in Norsk Titanium Cayman Ltd., which is the Company’s largest shareholder at 34.9%, but is acting on its own behalf. White Crystals has initiated a process whereby its pro rata portion of the Company’s common shares currently owned by Norsk Titanium Cayman Ltd. will be transferred to White Crystals.

The loan from White Crystals will be used to extend the Company’s cash runway further and enable the company to continue exploring opportunities to secure long-term funding. Norsk Titanium continues to implement cost saving measures to preserve liquidity and, with the latest bridge loan, the Company will have a cash runway for current operations until mid-December 2023.

The loan from White Crystals is non-interest bearing but the Company will pay a one-time facilitation fee equal to 250,000 common shares (the "Facilitation Fee"). In addition, in the event that the funding of the Company is not completed prior to 1 January 2024, the Company shall pay White Crystals a fee in the form of 125,000 common shares for each additional month until the loan is fully repaid (the "Make Whole Fee").

It is the parties’ intention that following the issuance of new shares or other issuance of financial instruments by Norsk Titanium, or long-term debt financing, White Crystals shall have a right to decide, but be under no obligation to, convert the loan into shares at a conversion price being equal to the subscription price of any such Company funding.

In order to settle the Facilitation Fee, the Board of Directors of Norsk Titanium AS have resolved to issue 250,000 new shares at a subscription price of NOK 0.08, pursuant to an authorisation to increase the share capital granted by an extraordinary general meeting on 11 April 2023.

Following registration of the share capital increase pertaining to the Board of Directors' resolution to issue shares in order to settle the Facilitation Fee with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 21,601,452.32 divided into 270,018,154 shares, each with a par value of NOK 0.08.

Issuance of shares to settle the Facilitation Fee and potentially the Make Whole Fee represents a deviation from the shareholders' pre-emptive right to subscribe for shares. The Board of Directors has carefully considered such deviation, considering, among other things, the terms of the loan and the possibility to raise funds in an expedient and flexible manner, and has resolved that the issuance is in the best interests of the Company and its shareholders.

The Company notes that no assurances can be given as to the outcome or timing of the review process or ongoing discussions on funding. Should the process of securing funding extend beyond the available cash runway, the Company may not be able to financially support current operations and be required to implement inter alia cost reducing measures and assess continued operations.

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, CFO 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 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.

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.

Forward-looking statements

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.

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.

This announcement contains statements regarding the prospects and growth strategies of the Company. These statements are sometimes identified by the use of the future or conditional tense, or by the use of forward-looking terms such as “considers”, “envisages”, “believes”, “aims”, “expects”, “intends”, “should”, “anticipates”, “estimates”, “thinks”, “wishes” and “might”, or, if applicable, the negative form of such terms and similar expressions or similar terminology. Such information is not historical in nature and should not be interpreted as a guarantee of future performance. Such information is based on data, assumptions, and estimates that the Company considers reasonable. Such information is subject to change or modification based on uncertainties in the economic, financial, competitive or regulatory environments. The Company’s forward-looking statements speak only as of the date of this announcement. Absent any applicable legal or regulatory requirements, the Company expressly disclaims any obligation to release any updates to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances, on which any forward-looking statement contained in this announcement is based.

The Company operates in a competitive and rapidly evolving environment; it is therefore unable to anticipate all risks, uncertainties or other factors that may affect its business, their potential impact on its business or the extent to which the occurrence of a risk or combination of risks could have significantly different results from those set out in any forward-looking statements, it being noted that such forward-looking statements do not constitute a guarantee of actual results.