Norsk Titanium AS: Terms of the partially underwritten rights issue

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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Oslo, Norway, 8 January 2024: Reference is made to the stock exchange
announcement published by Norsk Titanium AS (the "Company") on 4 December 2023,
regarding a proposed partially underwritten rights issue of shares (the "New
Shares") with preferential rights for existing shareholders (the "Rights
Issue"), which is subject to approval by the extraordinary general meeting of
the Company to be held at 15:00 (CET) on 9 January 2024 (the "EGM"), and the
notice to the EGM published on 14 December 2023 (the "EGM Notice"). 

The Company's board of directors has today, on 8 January 2024, based on a
recommendation from Carnegie AS (acting as "Manager" in the Rights Issue),
determined the following proposed (i) subscription price, (ii) minimum and
maximum number of New Shares, (iii) minimum and maximum share capital increase
pertaining to the Rights Issue and (iv) minimum and maximum number of warrants:

o	The subscription price is proposed to be NOK 0.82225 per New Share in
accordance with the Underwriting Agreements (as defined below), such that the
subscription price for the New Shares does not exceed a 15% premium to the
theoretical ex rights price (TERP) calculated based on the last closing price of
the Company's shares on Euronext Growth Oslo prior to the Company's announcement
of the Rights Issue less a discount of at least 35%, as further described in the
stock exchange announcement published by the Company on 4 December 2023;

o	The share capital of the Company is proposed to be increased by minimum NOK
17,707,509.92 and maximum NOK 21,891,152.32 through the issue of minimum
221,343,874 New Shares and maximum 273,639,404 New Shares, representing a ratio
of 1.013411 New Shares per each existing share (assuming issue of the maximum
number of New Shares); and

o	The number of warrants to be issued to subscribers in the Rights Issue is
proposed to be minimum 110,671,937 and maximum 136,819,702, depending on the
final number of New Shares issued. Subscribers in the Rights Issue will for
every two New Shares allocated and paid receive one warrant, which will give the
right to subscribe for one new share in the Company.

The Company will raise between NOK 182 million and NOK 225 million in gross
proceeds in connection with the Rights Issue. 

Each existing shareholder as of 9 January 2024 (and being registered as such in
Euronext Securities Oslo, the Norwegian Central Securities Depository, (the
"VPS")) as at the expiry of 11 January 2024 (the "Record Date") will be granted
1.013411 subscription rights for each share in the Company registered as held by
the shareholder. The number of subscription rights granted to each existing
shareholder will be rounded down to the nearest whole subscription right. Each
subscription right will, subject to applicable securities laws, give the right
to subscribe for and be allocated one (1) New Share in the Rights Issue.

The proposal to increase the share capital of the Company as set out in the EGM
Notice will be adjusted to reflect the (i) subscription price, (ii) the number
of minimum and maximum new shares and (iii) the minimum and maximum share
capital increase pertaining to the Rights Issue as set out above. Further, the
proposal to issue warrants as set out in the EGM Notice will be adjusted to
reflect the minimum and maximum number of warrants to be issued as set out
above. In addition, the proposal to grant authorisation to the board of
directors to issue new shares in relation to the underwriting fee payable to the
Underwriters of the Bottom Guarantee (as defined below), as further described
below, will be adjusted in accordance with the above. For further information
regarding the Rights Issue, see the EGM Notice available on
www.norsktitanium.com. 

Certain existing shareholders and an external investor (jointly, the
"Underwriters") have, pursuant to, and subject to, the terms and conditions of
the individual underwriting agreements between the Company and each of the
Underwriters (jointly, the "Underwriting Agreements"), underwritten in aggregate
NOK 182 million (equivalent to approx. USD 17 million) of the Rights Issue (the
"Total Underwriting Obligation"). The Total Underwriting Obligation is comprised
of a combination of pre-commitments and underwriting commitments of the
Underwriters. Any New Shares subscribed in the Rights Issue will reduce the
underwriting commitment of the Underwriters but not pre-commitments to subscribe
for New Shares from existing shareholders, as described below.

White Crystals Ltd., which following the transfer of shares in the Company from
Norsk Titanium Cayman Ltd. as announced on 3 November 2023 will own 28.3% of the
shares in the Company, has pre-committed to subscribe for NOK 54.15 million
(equivalent to approx. USD 5 million) in the Rights Issue, including a
conversion of existing bridge loans provided to the Company in the amount of NOK
21.9 million.

Scatec Innovation AS, owning 25.4% of the shares in the Company, has
pre-committed to subscribe for NOK 32.25 million (equivalent to USD approx. 3
million) in the Rights Issue, including a conversion of existing bridge loans
provided to the Company in the amount of NOK 21.5 million.

Norsk Titanium Cayman Ltd., which following the transfer of shares in the
Company to White Crystals Ltd. as announced on 3 November 2023 will own 6.5% of
the shares in the Company, has pre-committed to subscribe for NOK 11.3 million
(equivalent to approx. USD 1.05 million) in the Rights Issue, including by
partial conversion of existing bridge loans provided to the Company in the
amount of NOK 9.15 million.

The bridge loans from White Crystals Ltd., Scatec Innovation AS and Norsk
Titanium Cayman Ltd. are further described in stock exchange announcements as of
30 August, 28 September and 3 November 2023 and in the EGM Notice.

Together with certain other existing shareholders, Scatec Innovation AS, Norsk
Titanium Cayman Ltd. and White Crystals Ltd. have underwritten at total of NOK
139 million (equivalent to approx. USD 13 million) of the Rights Issue (the
"Bottom Guarantee"), for a compensation of 10% of their underwritten amount
under the Bottom Guarantee, payable in new shares in the Company at the
subscription price in the Rights Issue.

In addition to the Bottom Guarantee, Buntel AB, a subsidiary of MolCap Invest
AB, has underwritten NOK 43 million (equivalent to approx. USD 4 million) of the
Rights Issue (the "Top Guarantee"), for a compensation of 6% of its underwritten
amount under the Top Guarantee payable in cash and (ii) 50 million warrants at
equal terms to the warrants issued in the Rights Issue (the "Additional
Warrants"). Further, Buntel AB has granted the Company a bridge loan of up to
NOK 53,750,000 (equivalent to approx. USD 5 million) under which the Company can
draw down funds to extend the Company's cash runway until completion of the
Rights Issue. The bridge loan from Buntel AB can be converted and used as
payment for shares allocated in the Rights Issue, consisting of the amount
actual drawn under the loan and accrued interest at the time of settlement of
the share capital contribution. The loan is further described in the EGM Notice.

Shareholders representing more than two thirds of the votes and the Company's
issued share capital and thereby a sufficient majority to resolve the Rights
Issue, have cast advance votes or informed that they intend to vote in favour of
the proposed Rights Issue.

The Underwriters' obligations to subscribe and pay for the New Shares allocated
to them in accordance with the Underwriting Agreements are conditional upon the
following conditions: (i) the Company having received pre-commitments and
underwriting undertakings for the full Total Underwriting Obligation of NOK 182
million, (ii) the EGM validly having approved the Rights Issue, and (iii) the
Company having published a prospectus in relation to the Rights Issue approved
by the Norwegian FSA (the "Prospectus").

If the Rights Issue is withdrawn, all subscription rights will lapse without
value, any subscriptions for, and allocations of, New Shares that have been made
will be disregarded and any payments for New Shares made will be returned to the
subscribers without interest or any other compensation. The lapsing of
subscription rights will be without prejudice to the validity of any trades in
subscription rights, and investors will not receive any refund or compensation
in respect of subscription rights purchased in the market.

The full terms and conditions of the Rights Issue will be included in the
Prospectus, which will be published prior to the commencement of the
subscription period in the Rights Issue, expected to take place from 6 February
2024 to 20 February 2024 at 16:30 (CET).

Carnegie AS is acting as manager for the Rights Issue (the "Manager").
Advokatfirmaet Selmer AS is acting as legal counsel to the Company, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.

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]

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.

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 us on LinkedIn.

***

IMPORTANT INFORMATION

This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").

The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States. 

Any offering of the securities referred to in this announcement will be made by
means of the Prospectus which will be prepared and which is subject to the
approval 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. 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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