Fredag 5 September | 23:15:09 Europe / Stockholm

Kalender

Est. tid*
2025-08-20 - Kvartalsrapport 2025-Q2
2025-05-07 - X-dag ordinarie utdelning NTI 0.00 NOK
2025-05-06 - Årsstämma
2025-04-10 - Bokslutskommuniké 2024
2024-11-04 - Extra Bolagsstämma 2024
2024-08-28 - Kvartalsrapport 2024-Q2
2024-05-15 - X-dag ordinarie utdelning NTI 0.00 NOK
2024-05-14 - Årsstämma
2024-04-24 - Bokslutskommuniké 2023
2023-08-30 - Kvartalsrapport 2023-Q2
2023-05-19 - X-dag ordinarie utdelning NTI 0.00 NOK
2023-05-16 - Årsstämma
2023-04-11 - Extra Bolagsstämma 2023
2023-03-09 - Bokslutskommuniké 2022
2022-10-26 - 15-10 2022-Q3
2022-08-31 - Kvartalsrapport 2022-Q2
2022-04-21 - X-dag ordinarie utdelning NTI 0.00 NOK
2022-04-20 - Årsstämma
2022-03-03 - Bokslutskommuniké 2021
2021-12-14 - Extra Bolagsstämma 2021

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorIndustri
IndustriIndustriprodukter
Norsk Titanium är verksamma inom metallindustrin. Bolaget erbjuder produkter och tjänster som utvecklats i samarbete med företagets kunder och innefattar huvudsakligen titanium och övriga konstruktionslösningar. Verksamheten drivs via flertalet produktionsanläggningar med störst närvaro inom Europa och Nordamerika. Kunderna återfinns inom varierande sektorer. Huvudkontoret ligger i Oslo, Norge.
2025-08-21 16:54:29
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Oslo, 21 August 2025: Norsk Titanium AS ("Norsk Titanium" or the "Company") has,
as mentioned in the First Half 2025 Results stock notice, engaged Arctic
Securities AS and Pareto Securities AS as joint bookrunners (together the
"Managers") to advise on and effect a contemplated private placement (the
"Private Placement") to raise gross proceeds of the NOK equivalent of USD 15 -
20 million (the "Offer Size") through the issuance of new shares (the "Offer
Shares").

The Private Placement consists of two tranches, one tranche with up to
133,320,621 Offer Shares which is the amount of shares available to the Managers
in the Share Lending Agreement ("Tranche 1") and a second tranche with the
remaining number of Offer Shares that corresponds to a total transaction (i.e.
both tranches) equal to the final Offer Size ("Tranche 2"), which will be issued
by an extraordinary general meeting in the Company (the "EGM") to be summoned
shortly after notification of allocation in the Private Placement.
Pre-committing investors, White Crystals Ltd, Scatec Innovation AS and Global
Portfolio Investments SL, have agreed to receive parts of or their entire
allocation of Offer Shares in Tranche 2. As such, all other applicants will
receive their full allocation in Tranche 1.

The price per Offer Share in the Private Placement and the final number of Offer
Shares to be issued will be determined by the Company's board of directors (the
"Board"), in consultation with the Managers, on the basis of an accelerated
bookbuilding process commencing after the close of trading on Euronext Growth
Oslo today.

The net proceeds from the Private Placement will be used to support the
Company's operations and working capital needs. The net proceeds, in combination
with working capital debt facilities, are expected to be sufficient to fund the
Company through to its projected breakeven in early 2027.

Pre-commitments:

White Crystals Ltd, Scatec Innovation AS and Global Portfolio Investments SL
(the three largest existing shareholders in the Company collectively holding
more than 45% of the shares outstanding) have, during the pre-sounding phase of
the Private Placement, collectively pre-committed to subscribe for the low end
of the Offer Size range in the Private Placement (i.e. USD 15 million). In the
case of applications from other existing shareholders, and/or strong demand from
new investors, during the bookbuilding period in the Private Placement, the
pre-committing investors from the pre-sounding phase of the Private Placement
may be scaled back in order to accommodate for such interest.

Bookbuilding period:

The bookbuilding period will commence today, 21 August 2025 at 16:30 CEST and
close on 22 August 2025 at 08:00 CEST (the "Bookbuilding Period"). The Company,
together with the Managers, reserve the right to close or extend the
Bookbuilding Period at any time at their sole discretion, or to cancel the
Private Placement in its entirety. If the Bookbuilding Period is shortened or
extended, any other dates referred to herein may be amended accordingly.

Selling restrictions:

The Private Placement will be directed towards Norwegian and international
investors, in each case subject to an exemption being available from prospectus
requirements and any other filing or registration requirements in the applicable
jurisdictions and subject to other selling restrictions. The minimum application
and allocation amount have been set to the NOK equivalent of EUR 100,000. The
Company may, however, at its sole discretion, allocate shares corresponding to
an amount below EUR 100,000 to the extent applicable 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 published
when securities are offered to the public as implemented in Norway in accordance
with Section 7-1 of the Norwegian Securities Trading Act and other applicable
regulations are available.

Allocation and settlement:

The Offer Shares in Tranche 1 will be tradable from notification of allocation
on 22 August 2025. The date for settlement of Tranche 1 of the Private Placement
is expected to be on or about 26 August 2025 (T+2). The date for settlement of
Tranche 2 of the Private Placement is expected to be on or about 9 September
2025, following approval of Tranche 2 of the Private Placement by the EGM,
expected to be held on or about 5 September 2025. The settlement date for both
tranches are subject to any shortening or extensions of the Bookbuilding Period.

The pre-committing investors have agreed to receive parts of or their entire
allocation of Offer Shares in Tranche 2. The Company will seek to accommodate
other applicants who request to be allocated Offer Shares in Tranche 2. All
other applicants will receive their entire allocation in Tranche 1.

Allocation of Offer Shares will be made at the sole discretion of the Board
after consultation with the Managers. The allocation will be based on criteria
such as (but not limited to), pre-commitments, existing ownership in the
Company, price leadership, timeliness of the application, relative order size,
sector knowledge, investment history, perceived investor quality and investment
horizon.

There is no guarantee that any potential investor will be allocated Offer Shares
in the Private Placement.

Delivery-versus-payment ("DVP") settlement for both Tranche 1 and Tranche 2 will
be facilitated with existing and unencumbered shares in the Company that are
already admitted to trading on Euronext Growth Oslo pursuant to a share lending
agreement expected to be entered into between the Managers and Scatec Innovation
AS (the "Share Lending Agreement").

The share loans will be settled with (i) new shares in the Company to be
resolved issued by the Board pursuant to the authorization granted by the annual
general meeting in the Company on 6 May 2025 (the "Board Authorization")
(Tranche 1), and (ii) new shares in the Company to be issued following, and
subject to, a resolution by the EGM (Tranche 2).

The completion of Trance 1 is subject to (i) a resolution by the Board to issue
the Offer Shares in Tranche 1 pursuant to the Board Authorization, and (ii) the
Share Lending Agreement for Tranche 1 being unmodified and in full force and
effect.

The completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii)
a resolution by the EGM to issue the Offer Shares in Tranche 2, and (iii) the
Share Lending Agreement for Tranche 2 being unmodified and in full force and
effect.

Further to this, completion of both Tranche 1 and Tranche 2 in the Private
Placement is subject to the Board resolving to consummate the Private Placement
and allocate the Offer Shares.

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 and the Managers reserve the right, at any time and for any reason,
to cancel and/or modify the terms of the Private Placement prior to notification
of allocation. The applicants also acknowledge that the Private Placement as a
whole (including Tranche 1), or just Tranche 2, will be cancelled if the
relevant conditions are not fulfilled. Neither the Managers nor the Company, or
any of their directors, officer, employees, representatives or advisors, will be
liable for any losses incurred by applicants if the Private Placement as a whole
(including Tranche 1), or just Tranche 2, is cancelled or modified, irrespective
of the reason for such cancellation or modification.

Voting undertaking:

By applying for Offer Shares in the Private Placement, applicants allocated
Offer Shares in the Private Placement and who (directly or indirectly) hold
shares in the Company as of the date of the EGM undertake to vote in favor of
the Tranche 2 of the Private Placement and, if applicable, the Subsequent
Offering (as defined below), at the EGM. Further, if the applicant is not
present at the EGM, the applicant hereby grants the Chairman of the Board an
authorization to act as proxy on behalf of the applicant at the EGM and vote in
accordance with the above undertaking.

Equal treatment considerations and potential subsequent repair offering:

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for the Offer Shares. The Board has carefully 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 is based on a publicly announced
accelerated bookbuilding process.

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.

The Company may, subject to completion of the Private Placement, consider
conducting a subsequent share offering of new shares (the "Subsequent
Offering"). The Subsequent Offer may be subject to necessary resolutions by the
EGM. If carried out, the size and structure of the Subsequent Offering shall be
in line with market practice. Any Subsequent Offering will be directed towards
existing shareholders in the Company as of 21 August 2025 (as registered in the
VPS two trading days thereafter), who (i) were not allocated Offer shares in the
Private Placement, and (ii) 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. The Company
reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved.

Advisors:
Arctic Securities AS and Pareto Securities AS are acting as joint bookrunners in
the Private Placement.
Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium.

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.

For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80
Carl Johnson, President & CEO Norsk Titanium AS
Email: Carl.Johnson@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 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 "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any 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.

The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

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. Any 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.