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: [e-mail] 
Tel: [phone] 

Carl Johnson, President & CEO Norsk Titanium AS
Email: [e-mail]
Tel: [phone]

Ashar Ashary, CFO Norsk Titanium AS 
Email: [e-mail] 
Tel: [phone]

For information about the Rights Issue, please contact Carnegie AS (the
"Manager"): [phone]

About Norsk Titanium AS: 

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 the Company on
LinkedIn.

- IMPORTANT NFORMATION - 
Any offering of the securities referred to in this announcement will be made by
means of the Prospectus that has been prepared and approved by the Norwegian
Financial Supervisory Authority. This announcement is an advertisement and is
not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the "Prospectus Regulation"). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the Prospectus. Copies of the Prospectus will,
following publication, be available from the Company's registered office and,
subject to certain exceptions, on the website of the Manager.

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.

In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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. 

This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America. 

The Manager is acting for the Company in connection with the Rights Issue and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Rights Issue or any transaction or arrangement referred to in
this announcement.

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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes 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 its control. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice, and each of the Company, the Manager and its
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise. This announcement is made by
and is the responsibility of, the Company. Neither the Manager nor any of its
affiliates makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any responsibility 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Manager nor any of its
affiliates accepts any liability arising from the use of this announcement.

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