Norsk Titanium AS: Private placement successfully completed

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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: [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]

About Norsk Titanium:

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 us on LinkedIn.

Important notice:

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.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

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. The expression "Prospectus
Regulation" means (EU) 2017/1129 of the European Parliament and of the Council,
of 14 June 2017, as amended Regulation, on the prospectus to be published when
securities are offered to the public (together with any applicable implementing
measures in any EEA Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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.

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 "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" 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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability 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. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

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.

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