Oslo, 2 February 2021:

The board of directors convenes an extraordinary general meeting in FREYR AS (the Company) to be held on 16 February 2021 at 15.00 (CET) at the offices of Advokatfirmaet BAHR AS at Tjuvholmen allé 16 in Oslo, Norway. Registration of attendance will take place from 14:45 (CET). Please find notice attached. 

Important: Due to the outbreak of the corona virus Covid-19, shareholders are encouraged to participate by means of granting a proxy as described in the notice, and not by appearing in person.

With reference to the announcement on the Company’s NOTC bulletin board on 29 January 2021 of the business combination with Alussa Energy Acquisition Corp, the board of directors has proposed that the general meeting will pass resolutions on a demerger, merger and amendments of existing subscription rights. 

Norway Demerger 

The board of directors has proposed a demerger of the Company’s wind power business where the purpose of the demerger is to transfer all of the Company’s assets, rights and obligation relating to the Sjonfjellet wind farm project and the subsidiary Sjonfjellet Vindpark AS to Sjonfjellet Vindpark Holding AS (which will be incorporated as part of the demerger), together with such other contracts, cash holdings and assets as set out in the demerger plan (the Norway Demerger). As consideration for the Norway Demerger, the shareholders of the Company shall receive shares in Sjonfjellet Vindpark Holding AS in the same ratio they hold shares in the Company. 

Norway Merger 

The board of directors has proposed a tri-party 
merger where the Company is the transferring company and will be merged into Norway Sub 2 AS, being the acquiring company. Norway Sub 1 AS will be the share issuing company, and all shareholders in the Company will receive shares in Norway Sub 1 AS as consideration for the merger (the Norway Merger). 

Amendment of terms for warrants 

In order to mirror the capital structure of the Company in the Norway Demerger, the board of directors has proposed to amend the terms of warrants previously issued to Edge Global LLC and certain employees so that the warrants will be split between the transferee and transferor company in the Norway Demerger in accordance with the split ratio in the Norway Demerger.

Issue of warrants to Sumisho Metalex Corporation (SMX) 

As consideration pursuant to a service and investment agreement between the Company and Sumisho Metalex Corporation, the board of directors has proposed that the general meeting resolves to issue 2,308,526 warrants with a subscription price equal to the shares’ nominal value of NOK 0.01 to Sumisho Metalex Corporation. Each warrant shall give the right to subscribe for one new share in the Company. 

Following completion of the Norway Demerger, the warrants will be split between the transferee and transferee company in accordance with the split ratio in the Norway Demerger. 

Contribution and share capital increase 

Reference is made to the announcement on the Company’s NOTC bulletin board 4 November 2020 of a share capital increase by the issuance of 7,500,000 new shares in a new class of convertible preference shares to specialty energy investor Encompass Capital Advisors LLC against a total share contribution of USD 7,500,000. Pursuant to the terms of the investment, the Company had an option to call for an additional USD 7,500,000 from Encompass on the same terms. 

Against this background, the board of directors has proposed that the share capital is increased by NOK 75,000 from 2,166,968.27 to NOK 2,241,968.27000 by issuing 7,500,000 new convertible preference shares, each with par value NOK 0.01, to Encompass. The total of 7,500,000 convertible preference shares may be subscribed for by Encompass Capital Master Fund LP, BEMAP Master Fund Ltd., and Encompass Capital EL Master Fund L.P., in a proportion they may agree among themselves.
Due to the abovementioned capital raise which includes an additional investor advised (or subadvised) by Encompass Capital Advisors LLC, it has been agreed that the 92,500,000 warrants issued to Encompass as part of the mechanism to adjust the number of shares which Encompass is entitled to, shall be cancelled and re-issued in order to ensure that the convertible preference shares proposed to be issued to Encompass Capital E L Master Fund L.P and Encompass also will be subject to a mechanism to adjust the number of shares which it is entitled to in exchange for its investment in the Company at the conversion of their convertible preference shares. 

Following completion of the Norway Demerger, the shares and warrants will be split between the transferee and transferee company in accordance with the split ratio in the Norway Demerger. 


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Contact details
Steffen Føreid, Chief Financial Officer, steffen.foreid@freyrbattery.com

About FREYR AS
FREYR plans to develop up to 43 GWh of battery cell production capacity by 2025 to position the company as one of Europe’s largest battery cell suppliers. The facilities will be located in the Mo i Rana industrial complex in Northern Norway, leveraging Norway’s highly skilled workforce and abundant, low-cost renewable energy sources from hydro and wind in a crisp, clear and energized environment. FREYR will supply safe, high energy density and cost competitive clean battery cells to the rapidly growing global markets for electric vehicles, energy storage, and marine applications. FREYR is committed to supporting cluster-based R&D initiatives and the development of an international ecosystem of scientific, commercial, and financial stakeholders to support the expansion of the battery value chain in our region. For more information, please visit www.freyrbattery.com.