NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THEDISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE ANNOUNCEMENT.
Oslo, Norway, 2 December 2024: Reference is made to the stock exchange announcement published by Norsk Titanium AS (the “Company”) on 29 November 2024 regarding the last day of the final exercise period for the remaining 135,796,540 outstanding warrants (the “Warrants”) issued to investors in the partially underwritten rights issue of 229,038,787 new shares in the Company (the “Rights Issue”).
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The final exercise period for the Warrants expired at 16:30 hours (CET) on 29 November 2024. At the expiry of the final exercise period, 135,298,647 Warrants were exercised, representing 99.6 % of the total remaining Warrants, resulting in an aggregate subscription of 135,298,647 new shares (the “New Shares”) by the subscribers at a subscription price of NOK 1.06892 per New Share, raising gross proceeds of approximately NOK 144,623,430.
In addition, pursuant to the additional commitment provided by Global Portfolio Investment (“GPI”), as described in the stock exchange announcement from the Company on 14 November 2024, the Board of Directors will resolve a share capital increase of NOK 39,831.44 by issuance of 497,893 shares at a subscription price of NOK 1.06892 per share, raising gross proceeds of approximately NOK 532,208.
Total gross proceeds from the exercise of the Warrants and additional commitment provided by GPI amount to approximately NOK 145,155,638. With the conclusion of the final exercise period for the Warrants and the issuance of shares to GPI pursuant to their additional commitment, the Company expects to fully fund its business plan to achieve 2026 revenues of USD 150m and EBITDA margins of 30%.
Notifications of allocated New Shares and the corresponding aggregate exercise price to be paid by each subscriber are expected to be distributed today, on 2 December 2024. Payment for the allocated New Shares falls due on 6 December 2024.
The New Shares may not be transferred or traded before (i) they have been fully paid, (ii) the share capital increase pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), and (iii) the New Shares have been issued in the VPS.
The New Shares are expected to be tradable on the Euronext Growth Oslo from the time the share capital increase pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), expected on or about 10 December 2024.
For more information, please contact:
Ashar Ashary, CFO Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966
For information about the Warrants. Please contact Carnegie AS (the “Manager”):
Tel: +47 22 00 93 40
About Norsk Titanium:
Norsk Titanium is a global leader in metal 3D printing, innovating the future of metal manufacturing by enabling a paradigm shift to a clean and sustainable manufacturing process. With its proprietary Rapid Plasma Deposition® (RPD®) technology and installed production capacity to generate annual revenues of approximately USD 300 million, Norsk Titanium offers cost-efficient 3D printing of value-added metal parts to a large addressable market. RPD® technology uses significantly less raw material, energy, and time than traditional energy-intensive forming methods, presenting customers with an opportunity to better manage input costs, logistics, and environmental impact. RPD® printed parts are already flying on commercial aircraft, and Norsk Titanium has gained significant traction with large defense and industrial customers.
For the latest news, go to www.norsktitanium.com or follow us on LinkedIn.
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 (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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 Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and the Manager does not accept 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 Manager nor any of its affiliates accept 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.
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