Norsk Titanium AS — Share Issue/Capital Change 2021

May 6, 2021

Norsk Titanium AS: Private placement successfully completed

Norsk Titanium AS: Private placement successfully completed

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Norsk Titanium AS: Private placement successfully completed

Oslo, 6 May 2021. Reference is made to the stock exchange announcement by Norsk Titanium AS (“Norsk Titanium” or the “Company”) on 29 April 2021 regarding a contemplated private placement (the “Private Placement”) and listing on Euronext Growth Oslo (the “Listing”). Norsk Titanium is pleased to announce that the book-building for the Private Placement (as defined below) has been successfully completed.

The Private Placement attracted strong interest from high quality domestic and international investors, and was well oversubscribed at the full potential deal size of USD 50 million.

Certain existing shareholders were allocated shares in the Private Placement in accordance with their pre-commitments, distributed as follows: i) Norsk Titanium Cayman Ltd. (Aljomaih Group) USD 5 million (~NOK 42 million); ii) NTi Holding AS (Scatec Innovation AS) USD 5 million (~NOK 42 million) and iii) Disruptive Innovation Fund, L.P. (Rose Park Advisors) USD 5 million (~NOK 42 million). In addition, Ferd AS was allocated shares for USD 10 million (~NOK 83 million).

The Private Placement consisted of 25,287,850 new shares (the “New Shares”) at NOK 10.88 per share (the “Offer Price”) raising gross proceeds of approximately NOK 275 million (~USD 33 million) and an over-allotment of 3,805,900 additional shares (the “Additional Shares”, and together with the New Shares, the “Private Placement”), representing 15 per cent of the New Shares allocated in the Private Placement and bringing total gross proceeds raised in the Private Placement to NOK 317 million (USD 38 million) subject to full exercise of the Greenshoe Option (as defined below).

The Company intends to use the net proceeds from the Private Placement for growth initiatives and general corporate purposes.

Following the Private Placement, the Company will have 219,389,750 fully diluted shares outstanding, subject to full exercise of the over-allotment option.

Allocation to investors will be communicated on 6 May 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 18 May 2021 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.

The Company and certain of the existing shareholders in the Company as well as members of the board have entered into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 180 days for the Company and certain existing shareholders and 360 days for members of management and board, after the commencement of trading in the shares on Euronext Growth Oslo.

The stabilization manager, on behalf of the Managers, may carry out stabilisation activities during the period commencing on the first day of trading of the Company’s shares (the “Shares”) on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any Stabilization activities will be conducted based on the same principles as set out in arcticle 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares. The Company has granted to 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 receive proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be to the benefit of the Company.

The issuance of the New Shares is subject to the annual general meeting to be held on 6 May 2021 resolving the share capital increase pertaining to the Private Placement. Norsk Titanium has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Euronext Growth Oslo on or about 18 May 2021.

The purpose of the Private Placement is to fund the Company's future operations, including strengthening of capital for continued growth but also to satisfy the conditions for an admission to trading on Euronext Growth Oslo. The Private Placement therefore necessitates a deviation from the existing shareholders' preferential rights to subscribe for and be allocated the new shares, cf. section 10-4 of the Norwegian Private Limited Liability Companies Act.

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 Oslo 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 AS.

Advisors:

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) 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 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, VP Finance Norsk Titanium AS

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.