REC Silicon

Share Issue/Capital Change • Apr 9, 2019

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.

Fornebu, Norway - April 9, 2019: Reference is made to the stock exchange release

from REC Silicon ASA ("REC" or the "Company") published on April 9, 2019

regarding a contemplated private placement. The Company is pleased to announce

that it has raised approximately NOK 170 million in gross proceeds through a

private placement (the "Private Placement") of 254,381,870 offer shares (the

"Offer Shares"), at a price per share of NOK 0.67 (the "Subscription Price").

The Private Placement took place, and the Subscription Price has been set,

through an accelerated bookbuilding process managed by Sparebank 1 Markets as

sole manager after close of markets on April 9, 2019. The Private Placement was

substantially oversubscribed.

The net proceeds from the Private Placement will be used to strengthen and

contain the Company's liquidity situation until access to the Chinese

polysilicon market is restored. Specifically, the proceeds will be used for (i)

non-recurring restructuring costs of USD 3.7 million to curtail and shut down

Moses Lake FBR production, unless access to the Chinese market is restored, (ii)

settle the remaining payments to the Yulin JV of USD 3.1 million and USD 5.2

million and (iii) for general corporate purposes.

The Offer Shares will be settled with existing and unencumbered shares in the

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

agreement between SpareBank 1 Markets AS, the Company and Umoe AS. The shares

delivered to the subscribers will thus be tradable upon delivery, expected May

10, 2019.

Subject to approval by the Company's AGM, Umoe AS has undertaken to use the full

proceeds received from the settlement of the Private Placement to acquire new A-

shares in the Company. All of the new A-shares will be converted into ordinary

shares as soon as practically possible, expected within eight (8) weeks from the

settlement date.

Completion of the Private Placement is subject to approval by the annual general

meeting ("AGM") of the Private Placement, the issue of the new A-shares and a

share capital reduction.

The board of directors of the Company has resolved to propose that the AGM

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

50,000,000 new shares towards the Company's shareholders as of April 9, 2019 (as

documented by the shareholder register in the Norwegian Central Securities

Depository (VPS) as of the end of April 11, 2019) who were not allocated shares

in the Private Placement or participated in the pre-sounding 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. Such shareholders will be granted non-

transferable preferential rights to subscribe for, and, upon subscription, be

allocated new shares. The subscription price in such subsequent offering will be

the same as the subscription price in the Private Placement.

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 subsequent offering considered,

the board has concluded that the conclusion of the Private Placement on

acceptable terms at this time is in the common interest of the shareholders of

the Company and that the Private Placement complies with the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014.

The following primary insiders of the Company have been allocated Offer Shares

in the Private Placement, each such Offer Share allocated at the Subscription

Price:

Umoe AS, was allocated 58,380,639 Offer Shares. After completion of the Private

Placement, Umoe AS will own 583,840,870 shares in the Company, corresponding to

a shareholding of approximately 23% before the subsequent offering and the issue

of new A-shares to Umoe AS, as anticipated above.

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 REC Silicon:

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 Fornebu,

Norway.

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

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan or the United States

(including its territories and possessions, any state of the United States and

the District of Columbia).

This release is an announcement issued pursuant to legal information

obligations, and is subject of the disclosure requirements pursuant to section

5 -12 of the Norwegian Securities Trading Act. It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The securities mentioned herein have not been, and will not be,

registered under the United States Securities Act of 1933, as amended (the

"Securities Act"). The securities may not be offered or sold in the United

States except pursuant to an exemption from the registration requirements of the

Securities Act. The Company does not intend to register any portion of the

offering of the securities in the United States or to conduct a public offering

of the securities in the United States. Copies of this announcement are not

being made and may not be distributed or sent into Australia, Canada, Japan or

the United States. Theissue, exercise, purchase or sale of subscription rights

and the subscription or purchase of shares in the Company are subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Manager 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. SpareBank 1 Markets AS is acting for the Company and no one else

in connection with the Private Placement and any subsequent offering and will

not be responsible to anyone other than the Company for providing the

protections afforded to their respective clients or for providing advice in

relation to the Private Placement and any subsequent offering and/or any other

matter referred to in this release.