Norsk Titanium AS — Capital/Financing Update 2021

Apr 29, 2021

Norsk Titanium AS: Contemplated private placement and listing on Euronext Growth Oslo

Norsk Titanium AS: Contemplated private placement and listing on Euronext Growth Oslo

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.

Norsk Titanium AS: Contemplated private placement and listing on Euronext Growth Oslo

Oslo, 29 April 2021. Norsk Titanium AS (“Norsk” or the “Company”) has engaged Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (together the “Managers”) to advise on and effect a contemplated private placement in the Company (the “Private Placement”).

The Private Placement will consist of a primary offering of 22,835,500 to 34,253,200 new shares (all share figures assume a 1:100 share split) in the Company (the "New Shares"), raising gross proceeds in the range of USD 30 to 45 million (NOK 248 to 373 million). In addition, there will also be an over-allotment option of up to 3,805,900 new shares (the "Additional Shares", together with the New Shares, the “Offer Shares”), facilitated by NTi Holding AS (Scatec Innovation) pursuant to a share lending agreement, raising additional gross proceeds of USD 5 million (NOK 41million) subject to full exercise of the over-allotment option and the Greenshoe Option (as defined below).

The total number of New Shares and Additional Shares offered in the Private Placement will range from 22,835,500 to 38,059,200 equating to approx. USD 30 to 50 million (NOK 248 to 414 million).

The price per Offer Share in the Private Placement has been set to NOK 10.88 (the “Offer Price”), equivalent to a fully diluted pre-money equity value of the Company of approx. USD 250 million (NOK 2,070 million).

The proceeds from the Private Placement will be used for growth initiatives and general corporate purposes.

Certain existing shareholders have undertaken to subscribe for and be allocated Offer Shares for a total amount of USD 15 million (NOK 124 million) in the Private Placement, distributed as follows: i) Norsk Titanium Cayman Ltd. (Aljomaih Group) USD 5 million (NOK ~41 million); ii) NTi Holding AS (Scatec Innovation AS) USD 5 million (~NOK 41 million) and iii) Disruptive Innovation Fund, L.P. (Rose Park Advisors) USD 5 million (~41 million).

In addition, Ferd AS has undertaken to subscribe for and be allocated Offer Shares for a total amount of USD 10 million (NOK 83 million) in the Private Placement, subject to certain terms and conditions.

About Norsk Titanium:

Norsk Titanium, established in 2007 to develop and commercialize radically less expensive aerospace grade titanium components, is a global technology leader in metal 3D printing. The Company’s proprietary, high-deposition rate metal 3D printing process, Rapid Plasma DepositionTM (RPDTM), delivers all the benefits of 3D printing while delivering superior quality material at industrial scale production rate

• Global technology leader in metal 3D printing, currently focused on the titanium market with technology applicable to a range of other industrial metals

• Qualifying with the leading Commercial Aerospace companies (Boeing, Airbus, Spirit and Leonardo)” and fulfilling multiple contracts with ongoing parts deliveries for production series aircraft

• The company’s proprietary 3D printing process is highly scalable and supports better customer economics while also significantly reducing the industry’s environmental footprint

• The company is led by a highly experienced management team with strong industry track-records in aerospace, defense, and 3D printing (additive manufacturing)

“The cost, lead time and environmental advantages of Norsk Titanium’s Rapid Plasma Deposition (RPDTM) technology are currently being proven through extensive qualification programs with the commercial aerospace OEMs. We have the capacity to produce over 600 metric tons of structural titanium per year and are moving quickly to extend our reach to defense and industrial applications. We have the technology, the customer base and the right team in place to rapidly scale our operations in the years to come.” says Mike Canario, President and CEO of Norsk Titanium.

“Norsk Titanium is innovating the future of metal and is uniquely positioned to disrupt the titanium manufacturing industry. We are addressing a large market opportunity, and the listing on EuroNext Growth will provide access to the capital required to industrialize our technology at scale,” says John Andersen, Chairman of Norsk Titanium AS and CEO of Scatec Innovation.

The Offering and Timeline:

The bookbuilding period in the Private Placement will commence today, 29 April 2021 at 09:00 CET and close on 5 May 2021 at 14:00 CET. The Managers and the Company may, however, at any time resolve to shorten or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Company is expected to grant Carnegie AS, on behalf of the Managers, an option (the "Greenshoe Option") to subscribe for and have issued at the Offer Price a number of additional new shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised.

Norsk will apply for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo (the “Listing”). The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 18 May 2021.

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 the Norwegian Securities Trading Act and other applicable regulations are available.

Completion of the Private Placement is conditional upon (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation relevant approvals and resolutions by the Board of Directors and the Company's general meeting, and (ii) the New Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the New Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

For more information, including risks associated with the investment, see attached company presentation.

Advisors:

Carnegie AS and Skandinaviska Enskilda Banken AB are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Selmer AS is acting as legal advisor to Norsk, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

For more information, please contact:

John Andersen, Chairman of Norsk Titanium

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, VP Finance Norsk Titanium

Email: Ashar.Ashary@norsktitanium.com

Tel: +1 518 556 8966

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 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 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.