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

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, 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.