Norsk Titanium AS: New bridge loan and financing update
2023-11-03 11:38:08
Oslo, Norway, 3 November 2023: Norsk Titanium AS has entered into a new bridge
loan for NOK 21.9 million with White Crystals Ltd. ("White Crystals"). Reference
is made to stock exchange announcements regarding the Company's need for
additional liquidity, most recently on 28 September 2023.
White Crystals is a shareholder in Norsk Titanium Cayman Ltd., which is the
Company's largest shareholder at 34.9%, but is acting on its own behalf. White
Crystals has initiated a process whereby its pro rata portion of the Company's
common shares currently owned by Norsk Titanium Cayman Ltd. will be transferred
to White Crystals.
The loan from White Crystals will be used to extend the Company's cash runway
further and enable the company to continue exploring opportunities to secure
long-term funding. Norsk Titanium continues to implement cost saving measures to
preserve liquidity and, with the latest bridge loan, the Company will have a
cash runway for current operations until mid-December 2023.
The loan from White Crystals is non-interest bearing but the Company will pay a
one-time facilitation fee equal to 250,000 common shares (the "Facilitation
Fee"). In addition, in the event that the funding of the Company is not
completed prior to 1 January 2024, the Company shall pay White Crystals a fee in
the form of 125,000 common shares for each additional month until the loan is
fully repaid (the "Make Whole Fee").
It is the parties' intention that following the issuance of new shares or other
issuance of financial instruments by Norsk Titanium, or long-term debt
financing, White Crystals shall have a right to decide, but be under no
obligation to, convert the loan into shares at a conversion price being equal to
the subscription price of any such Company funding.
In order to settle the Facilitation Fee, the Board of Directors of Norsk
Titanium AS have resolved to issue 250,000 new shares at a subscription price of
NOK 0.08, pursuant to an authorisation to increase the share capital granted by
an extraordinary general meeting on 11 April 2023.
Following registration of the share capital increase pertaining to the Board of
Directors' resolution to issue shares in order to settle the Facilitation Fee
with the Norwegian Register of Business Enterprises, the Company will have a
share capital of NOK 21,601,452.32 divided into 270,018,154 shares, each with a
par value of NOK 0.08.
Issuance of shares to settle the Facilitation Fee and potentially the Make Whole
Fee represents a deviation from the shareholders' pre-emptive right to subscribe
for shares. The Board of Directors has carefully considered such deviation,
considering, among other things, the terms of the loan and the possibility to
raise funds in an expedient and flexible manner, and has resolved that the
issuance is in the best interests of the Company and its shareholders.
The Company notes that no assurances can be given as to the outcome or timing of
the review process or ongoing discussions on funding. Should the process of
securing funding extend beyond the available cash runway, the Company may not be
able to financially support current operations and be required to implement
inter alia cost reducing measures and assess continued operations.
For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80
Mike Canario, President and CEO of Norsk Titanium
Email: Michael.Canario@norsktitanium.com
Tel: +1 518 324 4010
Ashar Ashary, CFO Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966
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 700 MT of production capacity, 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 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.
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.
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.
Forward-looking statements
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.
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.
This announcement contains statements regarding the prospects and growth
strategies of the Company. These statements are sometimes identified by the use
of the future or conditional tense, or by the use of forward-looking terms such
as "considers", "envisages", "believes", "aims", "expects", "intends", "should",
"anticipates", "estimates", "thinks", "wishes" and "might", or, if applicable,
the negative form of such terms and similar expressions or similar terminology.
Such information is not historical in nature and should not be interpreted as a
guarantee of future performance. Such information is based on data, assumptions,
and estimates that the Company considers reasonable. Such information is subject
to change or modification based on uncertainties in the economic, financial,
competitive or regulatory environments. The Company's forward-looking statements
speak only as of the date of this announcement. Absent any applicable legal or
regulatory requirements, the Company expressly disclaims any obligation to
release any updates to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any change in events,
conditions or circumstances, on which any forward-looking statement contained in
this announcement is based.
The Company operates in a competitive and rapidly evolving environment