Norsk Titanium AS: Contemplated private placement


Norsk Titanium AS: Contemplated private placement

Oslo, 10 November 2022. Norsk Titanium AS ("Norsk Titanium" or the "Company")
has engaged Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (collectively
the "Managers") to advise on and impact a contemplated private placement of latest
shares directed in the direction of Norwegian and worldwide traders after the shut of
buying and selling on Euronext Growth Oslo at this time (the "Private Placement").

In the Private Placement, the Company is providing quite a few new shares (the
"New Shares") to lift gross proceeds within the vary of USD 6 to 10 million,
equal to NOK 62.6 to 104.3 million. 

The Company intends to make use of the online proceeds from the New Shares to:
o	Strengthen the steadiness sheet to transition improvement efforts into long run
serial manufacturing contracts for deliveries to the semiconductor, industrial
aerospace, and defence industries.
o	To give the corporate a runway to proceed to judge both funding by
strategics or different alternatives that make strategic sense and secures funding.

Existing shareholders have undertaken to subscribe for and be allotted New
Shares for a complete quantity of USD 6 million (NOK 62.6 million) within the Private
Placement, distributed as follows: i) USD 3.5 million from Norsk Titanium Cayman
Ltd., (ii) USD 2.3 million from Scatec Innovation AS, and (iii) USD 0.2 million
from Disruptive Innovation Fund, L.P. (Rose Park Advisors).

The closing variety of New Shares to be issued and the worth per New Share within the
Private Placement can be decided by the Company's Board of Directors
following an accelerated book-building course of.

The book-building interval within the Private Placement will start at this time, 10
November 2022 at 16:30 CET and shut on 11 November 2022 at 08:00 CET. The
Company, along with the Managers, reserve the precise to shut or prolong the
book-building interval at any time at their sole discretion, or to cancel the
Private Placement in its entirety. If the book-building interval is shortened or
prolonged, every other dates referred to herein could also be amended accordingly.

The Private Placement can be directed in the direction of Norwegian and worldwide
traders, in every case topic to an exemption being accessible from prospectus
necessities and every other submitting or registration necessities within the relevant
jurisdictions and topic to different promoting restrictions. The minimal utility
and allocation quantity have been set to the NOK equal of EUR 100,000. The
Company might, nevertheless, at its sole discretion, allocate shares similar to
an quantity beneath EUR 100,000 to the extent relevant exemptions from the
prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European
Parliament and of the Council, of 14 June 2017 on the prospectus to be printed
when securities are provided to the general public as applied in Norway in accordance
with Section 7-1 of the Norwegian Securities Trading Act and different relevant
rules can be found.

Completion of the Private Placement is conditional upon the next (the
"Conditions") (i) all mandatory company resolutions for consummating the
Private Placement being validly made by the Company, together with with out
limitation related approvals and resolutions by the Board of Directors, and
(ii) the New Shares having been validly issued (by registration of the share
capital enhance pertaining to the issuance of the New Shares within the Norwegian
Register of Business Enterprises) and delivered within the VPS. The Company will
announce the variety of New Shares to be issued and allotted within the Private
Placement by means of a inventory trade discover anticipated to be printed earlier than
opening of the buying and selling on Euronext Growth Oslo on 11 November 2022.

The New Shares can be settled by means of a supply versus fee transaction on
a daily T+2 foundation with current and unencumbered shares within the Company that
are already traded on Euronext Growth Oslo pursuant to a share lending
association between the Company, the Managers and Scatec Innovation AS as lender
(the "Share Loan"). The allotted New Shares can be delivered to the
applicant's VPS account as quickly as practicable after full fee has been
acquired and the Conditions for the Private Placement have been met. The
Managers will settle the Share Loan with new shares within the Company to be
resolved issued by decision of the Board of Directors pursuant to an
authorisation granted to it by the final assembly of the Company on 20 April

The Board of Directors will observe its obligations of equal therapy of
shareholders beneath Rule Book II for issuers with shares admitted to buying and selling on
Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the principles of
equal therapy. It is the Company's evaluation that the Private Placement is in
the perfect curiosity of the Company and its shareholders.

Advokatfirmaet Selmer AS is appearing as authorized advisor to Norsk Titanium, whereas
Advokatfirmaet Wiersholm AS is appearing as authorized advisor to the Managers.

For extra data, please contact:

John Andersen, Chairman of Norsk Titanium
Email: [email protected]
Tel: +47 90 17 40 80

Mike Canario, President and CEO Norsk Titanium 
Email: [email protected]
Tel: +1 518 324 4010

Ashar Ashary, VP Finance Norsk Titanium 
Email: [email protected]
Tel: +1 518 556 8966

About Norsk Titanium:

Norsk Titanium is a worldwide chief in metallic 3D printing, innovating the way forward for
metallic manufacturing by enabling a paradigm shift to a clear and sustainable
manufacturing course of. With its proprietary Rapid Plasma Deposition® (RPD®)
expertise and 700 MT of manufacturing capability, Norsk Titanium gives
cost-efficient 3D printing of value-added metallic components to a big addressable
market. RPD® expertise makes use of considerably much less uncooked materials, power, and time
than conventional energy-intensive forming strategies, presenting clients with an
alternative to raised handle enter prices, logistics, and environmental impression.
RPD® printed components are already flying on industrial plane, and Norsk Titanium
has gained important traction with giant protection and industrial clients.
For the most recent information, go to or comply with us on LinkedIn.

Important discover:

This data is taken into account to be inside data pursuant to the EU
Market Abuse Regulation (MAR) and is topic to the disclosure necessities
pursuant to Section 5-12 the Norwegian Securities Trading Act. The inventory
trade announcement was printed by Anne Lene Gullen Bråten, Director Finance
of Norsk Titanium AS, on the time and date acknowledged above on this announcement.

This announcement shouldn't be and doesn't type part of any provide to promote, or a
solicitation of a proposal to buy, any securities of the Company. Copies of
this announcement aren't being made and might not be distributed or despatched into any
jurisdiction by which such distribution can be illegal or would require
registration or different measures.

The securities referred to on this announcement haven't been and won't be
registered beneath the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly might not be provided or offered in the United States absent
registration or an relevant exemption from the registration necessities of
the Securities Act and in accordance with relevant U.S. state securities legal guidelines.
The Company doesn't intend to register any a part of the providing in the United
States or to conduct a public providing of securities in the United States. Any
sale in the United States of the securities talked about on this announcement will
be made solely to "certified institutional consumers" as outlined in Rule 144A beneath
the Securities Act.

In any EEA Member State, this communication is just addressed to and is just
directed at certified traders in that Member State throughout the which means of the
Prospectus Regulation, i.e., solely to traders who can obtain the provide with out
an authorised 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 printed when
securities are provided to the general public (along with any relevant implementing
measures in any EEA Member State.

This communication is just being distributed to and is just directed at individuals
within the United Kingdom which might be (i) funding professionals falling inside
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) excessive web value entities,
and different individuals to whom this announcement might lawfully be communicated,
falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively
being known as "related individuals"). This communication should not be acted
on or relied on by individuals who aren't related individuals. Any funding or
funding exercise to which this communication relates is out there just for
related individuals and can be engaged in solely with related individuals. Persons
distributing this communication should fulfill themselves that it's lawful to do

Matters mentioned on this announcement might represent forward-looking
statements. Forward-looking statements are statements that aren't historic
details and could also be recognized by phrases akin to "imagine", "anticipate", "anticipate",
"technique", "intends", "estimate", "will", "might", "proceed", "ought to" and
related expressions. The forward-looking statements on this launch are based mostly
upon numerous assumptions, a lot of that are based mostly, in flip, upon additional
assumptions. Although the Company imagine that these assumptions had been affordable
when made, these assumptions are inherently topic to important recognized and
unknown dangers, uncertainties, contingencies and different necessary elements which
are troublesome or inconceivable to foretell, and are past their management. Actual
occasions might differ considerably from any anticipated improvement as a consequence of a quantity
of things, together with with out limitation, adjustments in public sector funding
ranges, adjustments within the common financial, political and market circumstances within the
markets by which the Company operates, the Company's capability to draw, retain
and inspire certified personnel, adjustments within the Company's capability to interact in
commercially acceptable acquisitions and strategic investments, and adjustments in
legal guidelines and regulation and the potential impression of authorized proceedings and actions.
Such dangers, uncertainties, contingencies and different necessary elements may trigger
precise occasions to vary materially from the expectations expressed or implied in
this launch by such forward-looking statements. The Company doesn't make any
assure that the assumptions underlying the forward-looking statements on this
announcement are free from errors nor does it settle for any accountability for the
future accuracy of the opinions expressed on this announcement or any obligation
to replace or revise the statements on this announcement to mirror subsequent
occasions. You mustn't place undue reliance on the forward-looking statements in
this announcement.

The data, opinions and forward-looking statements contained on this
announcement communicate solely as at its date, and are topic to alter with out
discover. The Company doesn't undertake any obligation to evaluation, replace,
verify, or to launch publicly any revisions to any forward-looking statements
to mirror occasions that happen or circumstances that come up in relation to the
content material of this announcement.

Neither the Managers nor any of their associates makes any illustration as to
the accuracy or completeness of this announcement and none of them accepts any
accountability or legal responsibility for the contents of this announcement or any issues
referred to herein.

This announcement is for data functions solely and isn't to be relied upon
in substitution for the train of impartial judgment. It shouldn't be meant as
funding recommendation and not at all is it for use or thought of as
a proposal to promote, or a solicitation of a proposal to purchase any securities or a
advice to purchase or promote any securities of the Company. Neither the
Managers nor any of its associates accepts any legal responsibility arising from the usage of
this announcement.

The distribution of this announcement and different data could also be restricted by
regulation in sure jurisdictions. Persons into whose possession this announcement or
such different data ought to come are required to tell themselves about and
to look at any such restrictions.

Click right here for extra data

© Oslo Bors ASA, supply Oslo Stock Exchange

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