REC Silicon

Share Issue/Capital Change • Oct 14, 2020

REC Silicon - Private placement successfully completed

REC Silicon - Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

Lysaker, 14 October 2020.

Reference is made to the stock exchange release from REC Silicon ASA ("REC" or

the "Company") published on 14 October 2020 regarding a contemplated private

placement (the "Private Placement"). The Company is pleased to announce that it

has raised approximately NOK 1,000 million in gross proceeds through the Private

Placement of 92,592,592 new shares (the "New Shares"), at a price per share of

NOK 10.80 (the "Offer Price"). The Private Placement took place through a

process managed by Arctic Securities AS and Pareto Securities AS (the

"Managers"). The Private Placement was substantially oversubscribed.

The net proceeds from the Private Placement will be used to fund expansion

investments and activities at the Company's facilities in Butte and Moses Lake

as well as for general corporate purposes. Upon completion of the Private

Placement, the Company will have established an extended liquidity runway which

may enable the Company to prepare for a restart of the Moses Lake plant. Such

restart is targeted in 2022 on the back of expected continuation of positive

developments currently seen in both the solar energy and battery markets where

the Company believes that it is positioned to become a leading US provider of

silane and polysilicon.

The Private Placement consists of two separate tranches; one tranche with

27,982,000 New Shares in the Company ("Tranche 1") and a second tranche with

64,610,592 New Shares ("Tranche 2"). Settlement for Tranche 1 is expected to be

on or about 19 October 2020 (DVP, T+2), while settlement in Tranche 2 is

expected to occur on or about 12 November 2020 following approval by an

extraordinary general meeting in the Company of the issuance of the New Shares

under Tranche 2 (the "EGM"). The investors who have been allocated New Shares

have received a pro rata portion of shares from Tranche 1 and Tranche 2 based on

their overall allocation in the Private Placement, with the exception of Aker

Capital AS who has agreed that the New Shares it is allocated in the Private

Placement will all be allocated in Tranche 2.

The delivery of New Shares will be settled with existing and unencumbered shares

in the Company that are already listed on the Oslo Stock Exchange, pursuant to a

share lending agreement between Arctic Securities AS (on behalf of the

Managers), the Company and Aker Capital AS. Accordingly, the shares delivered to

the investors will be tradable upon delivery, expected on or about 19 October

2020 in Tranche 1 and on or about 12 November 2020 in Tranche 2.

The completion of Tranche 1 is subject to approval by the Company's board of

directors (the "Board") pursuant to an authorization granted by the Company's

annual general meeting held on 12 May 2020. The completion of Tranche 2 is

subject to the approval of issuance of shares under Tranche 2 by the EGM.

Completion of Tranche 1 is not conditional upon completion of Tranche 2, and

acquisition of shares under Tranche 1 will remain final and binding and cannot

be revoked or terminated by the respective applicants if Tranche 2 is not

completed.

The share loan from Aker Capital AS will be settled with (i) new shares in the

Company to be resolved issued by the Board pursuant to an authorisation granted

by the Company's annual general meeting held on 12 May 2020 (Tranche 1) and (ii)

new shares in the Company to be issued following, and subject to, approval by

the EGM (Tranche 2). The new shares re-delivered to Aker Capital AS in Tranche

2 will be issued on a separate ISIN and will not be tradable on the Oslo Stock

Exchange until a listing prospectus has been approved by the Financial

Supervisory Authority of Norway (the "Prospectus").

Subject to satisfaction of the conditions for completion of the Private

Placement, the Board of the Company has resolved to propose that the EGM

resolves to authorize the Board to carry out a subsequent offering of up to

18,518,518 new shares (the "Subsequent Offering") towards the Company's

shareholders as of 14 October 2020 (as documented by the shareholder register in

the Norwegian Central Securities Depository (VPS) as of the end of 16 October

2020, the "Record Date") who were not allocated shares in the Private Placement

and who are not resident in a jurisdiction where such offering would be unlawful

or, for jurisdictions other than Norway, would require any prospectus, filing,

registration or similar action ("Eligible Shareholders").

The subscription price in the Subsequent Offering will be the same as the Offer

Price in the Private Placement, i.e. NOK 10.80 per share. The Eligible

Shareholders will receive non-transferrable subscription rights based on their

shareholding as of the Record Date in the Subsequent Offering. Over-subscription

with subscription rights is permitted, but subscription without subscription

rights is not permitted. The Subsequent Offering will be conditional, inter

alia, on (a) completion of the Private Placement, (b) approval of the

authorization of the Board for the Subsequent Offering by the Company's

shareholders at the EGM, and (c) approval and publication of the Prospectus by

the Company. The Company will issue a separate stock exchange notice with

further details on the Subsequent Offering when finally resolved.

The waiver of the preferential rights inherent in a private placement is

considered necessary in the interest of time and successful completion. Taking

into consideration the time, costs and expected terms of alternative methods of

the securing the desired funding, as well as the proposed Subsequent Offering,

the Board has concluded that the completion of the Private Placement on the

proposed terms at this time is in the mutual interest of the Company and its

shareholders, and that the Private Placement complies with the equal treatment

obligations under the Norwegian Securities Trading Act and the Oslo Stock

Exchange's Circular no. 2/2014.

Arctic Securities AS and Pareto Securities AS are engaged as managers and joint

bookrunners in the Private Placement and the Subsequent Offering. Advokatfirmaet

Schjødt AS is acting as legal counsel to the Company

in connection with the Private Placement and the Subsequent Offering.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers in

connection with the Private Placement and the Subsequent Offering.

For further information, please contact:

James A. May II, Chief Financial Officer

Phone: +1 509 989 1023

Email: james.may@recsilicon.com

Nils O. Kjerstad

IR Contact

Phone: +47 9135 6659

Email: nils.kjerstad@crux.no

About the Company:

REC Silicon is a leading producer of advanced silicon materials, delivering

high-purity polysilicon and silicon gas to the solar and electronics industries

worldwide. We combine over 30 years of experience and proprietary technology

with the needs of our customers, with annual production capacity of more than

20,000 MT of polysilicon from our two US-based manufacturing plants. Listed on

the Oslo Stock Exchange (ticker: REC), the Company is headquartered in Lysaker,

Norway. For more information, please visit: www.recsilicon.com

(http://www.recsilicon.com)

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

Important information:

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 expression "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.

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. 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 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 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.