REC Silicon

M&A Activity • Jul 16, 2025

REC SILICON - FURTHER UPDATE ON THE FINANCIAL SITUATION

REC SILICON - FURTHER UPDATE ON THE FINANCIAL SITUATION

Reference is made to the stock exchange announcement by REC Silicon ASA ("REC"

or the "Company") on 7 July 2025 (the "Update"), where the board of directors

(the "Board") provided an update on the Company's critical financial situation

and certain other issues related to the voluntary offer process for all

outstanding shares in the Company (the "Offer" as previously announced), made

by Anchor AS (the "Offeror"), a company owned by entities within the Hanwha

Group ("Hanwha").

On 11 July 2025, the Offeror announced that it had received acceptances

which, together with shares held by Hanwha, represented approximately 43.94%

of the issued and outstanding shares in the Company. On 14 July 2025, the

Offeror announced that the voluntary offer had been completed and that a

mandatory offer will be launched within the deadline set out in section 6-10

(1) of the Norwegian Securities Trading Act.

The Board has received an updated liquidity forecast from the Company's

management, showing that the Company needs at least USD 6.5 million in the

latter part of July to continue its operations and cover its expenses through

July and into the first week of August. This includes the making of essential

payments such as salaries and wages, interest, insurance and critical vendor

items. The Company continues to actively manage and monitor its cash position

and aggressively implement all available cost cutting measures.

The Board acknowledges the challenging situation and the expectations of the

shareholders who proposed and elected the Board at the Company's Annual

General Meeting on 25 June 2025. Since its election, the Board has worked

diligently, had frequent meetings, and initiated a number of processes, in the

best interests of the Company and all shareholders. The Board has been advised

by Wikborg Rein Advokatfirma AS as Norwegian counsel.

As stated in the Update, there are no realistic or available alternatives for

financing or strategic options other than continued financial support from

Hanwha at this time. This is due to the limited time available, legal

restrictions on the Board's ability to seek other financing or strategic

options under the Transaction Agreement (as defined in the Update) until

closing of the Offer on 14 July 2025, and certain legal restrictions under

Norwegian statutory law that will continue to apply.

Since financial support from Hanwha remains the only realistic financing

alternative for the Company in this critical situation, the Board has, after

the Offeror announced its intention to complete the Offer, entered into

discussions with Hanwha to address the Company's current financial

situation. These discussions are ongoing, with the aim of securing necessary

short-term financing from Hanwha.

As part of these discussions the Board has, recognizing the situation with

Hanwha as the only realistic provider of necessary financial support and to

accommodate such critical support from Hanwha, considered the election of a

new board to be in the best interest for the Company and its

shareholders. Hanwha has informed the Board of its intention to propose a new

board of directors to be elected at an extraordinary general meeting to be

held during the week starting 4 August 2025 ("EGM"). In connection

with this EGM, the independent board member Jens Ulltveit-Moe and the

Company's second largest shareholder, Water Street Capital, have in the best

interest of the Company and its shareholders, agreed to support the election

of a new board of directors, including a new chairman, to be proposed by

Hanwha, provided that a binding agreement is entered into pertaining to

Hanwha's potential financing of at least USD 6.5 million by 21 July 2025. The

Board will issue a separate notice for the EGM.

Contacts

------------------------------------------------------------------------------

Chairman of the Board

John K. Adams

jadams@wscapital.com

work: +1 (904) 355-5997

About REC Silicon

------------------------------------------------------------------------------

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

high-purity silicon gases to the solar and electronics industries worldwide.

We combine over 40 years of experience and proprietary technology with the

needs of our customers. Listed on the Oslo Stock Exchange (ticker: RECSI), the

Company is headquartered in Lysaker, Norway.

For more information, go to: www.recsilicon.com

This information is subject to disclosure under the Norwegian Securities

Trading Act, §5-12. The information was submitted for publication at

2025-07-16 08:00 CEST.