Norsk Titanium AS: Private Placement Successfully Completed

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, 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.

Oslo, 29 April 2024. Reference is made to the stock exchange announcement by Norsk Titanium AS ("Norsk Titanium" or the "Company") on 29 April 2024 (the "Announcement") regarding a contemplated private placement of new shares in the Company through an accelerated book-building process (the "Private Placement").

Norsk Titanium is pleased to announce that the book-building for the Private Placement has been successfully completed. On the back of strong interest from new quality investors and existing shareholders, the Company decided to increase the size of the Private Placement from NOK 220 million to NOK 275 million, equivalent to approx. USD 25 million, by the allocation of a total of 110,000,000 new shares (the "Offer Shares") each at a subscription price of NOK 2.50 per Offer Share (the "Subscription Price").

The Company intends to use the net proceeds from the Offer Shares to fund current operations, working capital and cash requirements, and further strengthen the balance sheet to transition development efforts into long-term serial production contract for deliveries to major customers in the commercial aerospace, industrial, and defence sectors. With the conclusion of this private placement and 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 pre-committing investor Global Portfolio Investments, the family office of the Dominguez family from Spain (the "Anchor") was allocated 41,000,000 Offer Shares in the Private Placement for a total amount of NOK 102.5 million.

The Private Placement consists of two tranches, whereof the 53,703,630 Offer Shares in Tranche 1 will be issued based on the existing Board authorisation to issue shares granted by the general meeting of the Company on 11 April 2023 (the "Board Authorization") ("Tranche 1"). The second tranche consists of 56,296,370 Offer Shares, and is conditional on approval by the general meeting of the Company ("Tranche 2").

Settlement of Offer Shares in Tranche 1 is expected to take place on or about 3 May 2024, and settlement of Offer Shares in Tranche 2 is expected to take place on or about 16 May 2024, subject to a resolution by the general meeting (the "GM"), scheduled to be held on or about 14 May 2024. The Offer Shares will be settled through a delivery versus payment transaction on a regular T+2 basis with existing and unencumbered shares in the Company that are already traded on Euronext Growth Oslo pursuant to a share lending arrangement between the Company, the Managers, and Scatec Innovation AS as the lender (the "Share Lending").

Based on the Board Authorization the board of directors (the "Board") has resolved to issue the 53,703,630 Offer Shares in Tranche 1, all of which will be subscribed by the Managers and, once issued, will be 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 GM, all of which will be subscribed by the Managers and, once issued, will be delivered to Scatec Innovation AS as settlement of shares borrowed in relation to settlement of Tranche 2. 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 subject to a resolution by the GM to authorise the issue and a resolution by the board to issue the Offer Shares in Tranche 2. 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 GM to authorise the issue and the resolution by the Board to issue the Offer Shares in Tranche 2. If Tranche 2 is not completed (e.g. due to non-approval by the GM), applicants will not be delivered Offer Shares in Tranche 2, and the Company will only receive the gross proceeds for the issue of the 53,703,630 Offer Shares issued under the Board Authorization in Tranche 1.

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 45,625,490.56 divided into 570,318,632 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 50,129,200.16 divided into 626,615,002 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 30 April 2024 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 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 it is based on a publicly announced accelerated book-building 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 11,000,000 new shares raising gross proceeds of approximately NOK 27.5 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 29 April 2024, as registered in the VPS two trading days thereafter, who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) 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) the registration of a national prospectus with the Norwegian Register of Business Enterprises. The Board will propose that the GM 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. Carnegie AS is acting as sole global coordinator and joint bookrunner and Arctic Securities AS is acting as joint bookrunner (together, the "Managers") in connection with the Private Placement. Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

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 & People Officer of Norsk Titanium, 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