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Oslo, 21 August 2025: Norsk Titanium AS (“Norsk Titanium” or the “Company”) has, as mentioned in the First Half 2025 Results stock notice, engaged Arctic Securities AS and Pareto Securities AS as joint bookrunners (together the “Managers”) to advise on and effect a contemplated private placement (the “Private Placement”) to raise gross proceeds of the NOK equivalent of USD 15 - 20 million (the “Offer Size”) through the issuance of new shares (the “Offer Shares”).
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The Private Placement consists of two tranches, one tranche with up to 133,320,621 Offer Shares which is the amount of shares available to the Managers in the Share Lending Agreement (“Tranche 1”) and a second tranche with the remaining number of Offer Shares that corresponds to a total transaction (i.e. both tranches) equal to the final Offer Size (“Tranche 2”), which will be issued by an extraordinary general meeting in the Company (the “EGM”) to be summoned shortly after notification of allocation in the Private Placement. Pre-committing investors, White Crystals Ltd, Scatec Innovation AS and Global Portfolio Investments SL, have agreed to receive parts of or their entire allocation of Offer Shares in Tranche 2. As such, all other applicants will receive their full allocation in Tranche 1.
The price per Offer Share in the Private Placement and the final number of Offer Shares to be issued will be determined by the Company’s board of directors (the “Board”), in consultation with the Managers, on the basis of an accelerated bookbuilding process commencing after the close of trading on Euronext Growth Oslo today.
The net proceeds from the Private Placement will be used to support the Company’s operations and working capital needs. The net proceeds, in combination with working capital debt facilities, are expected to be sufficient to fund the Company through to its projected breakeven in early 2027.
Pre-commitments:
White Crystals Ltd, Scatec Innovation AS and Global Portfolio Investments SL (the three largest existing shareholders in the Company collectively holding more than 45% of the shares outstanding) have, during the pre-sounding phase of the Private Placement, collectively pre-committed to subscribe for the low end of the Offer Size range in the Private Placement (i.e. USD 15 million). In the case of applications from other existing shareholders, and/or strong demand from new investors, during the bookbuilding period in the Private Placement, the pre-committing investors from the pre-sounding phase of the Private Placement may be scaled back in order to accommodate for such interest.
Bookbuilding period:
The bookbuilding period will commence today, 21 August 2025 at 16:30 CEST and close on 22 August 2025 at 08:00 CEST (the “Bookbuilding Period”). The Company, together with the Managers, reserve the right to close or extend the Bookbuilding Period at any time at their sole discretion, or to cancel the Private Placement in its entirety. If the Bookbuilding Period is shortened or extended, any other dates referred to herein may be amended accordingly.
Selling restrictions:
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 Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017 on the prospectus to be published when securities are offered to the public as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act and other applicable regulations are available.
Allocation and settlement:
The Offer Shares in Tranche 1 will be tradable from notification of allocation on 22 August 2025. The date for settlement of Tranche 1 of the Private Placement is expected to be on or about 26 August 2025 (T+2). The date for settlement of Tranche 2 of the Private Placement is expected to be on or about 9 September 2025, following approval of Tranche 2 of the Private Placement by the EGM, expected to be held on or about 5 September 2025. The settlement date for both tranches are subject to any shortening or extensions of the Bookbuilding Period.
The pre-committing investors have agreed to receive parts of or their entire allocation of Offer Shares in Tranche 2. The Company will seek to accommodate other applicants who request to be allocated Offer Shares in Tranche 2. All other applicants will receive their entire allocation in Tranche 1.
Allocation of Offer Shares will be made at the sole discretion of the Board after consultation with the Managers. The allocation will be based on criteria such as (but not limited to), pre-commitments, existing ownership in the Company, price leadership, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
There is no guarantee that any potential investor will be allocated Offer Shares in the Private Placement.
Delivery-versus-payment (“DVP”) settlement for both Tranche 1 and Tranche 2 will be facilitated with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo pursuant to a share lending agreement expected to be entered into between the Managers and Scatec Innovation AS (the “Share Lending Agreement”).
The share loans will be settled with (i) new shares in the Company to be resolved issued by the Board pursuant to the authorization granted by the annual general meeting in the Company on 6 May 2025 (the “Board Authorization”) (Tranche 1), and (ii) new shares in the Company to be issued following, and subject to, a resolution by the EGM (Tranche 2).
The completion of Trance 1 is subject to (i) a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, and (ii) the Share Lending Agreement for Tranche 1 being unmodified and in full force and effect.
The completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares in Tranche 2, and (iii) the Share Lending Agreement for Tranche 2 being unmodified and in full force and effect.
Further to this, completion of both Tranche 1 and Tranche 2 in the Private Placement is subject to the Board resolving to consummate the Private Placement and allocate the Offer Shares.
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed.
The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement prior to notification of allocation. The applicants also acknowledge that the Private Placement as a whole (including Tranche 1), or just Tranche 2, will be cancelled if the relevant conditions are not fulfilled. Neither the Managers nor the Company, or any of their directors, officer, employees, representatives or advisors, will be liable for any losses incurred by applicants if the Private Placement as a whole (including Tranche 1), or just Tranche 2, is cancelled or modified, irrespective of the reason for such cancellation or modification.
Voting undertaking:
By applying for Offer Shares in the Private Placement, applicants allocated Offer Shares in the Private Placement and who (directly or indirectly) hold shares in the Company as of the date of the EGM undertake to vote in favor of the Tranche 2 of the Private Placement and, if applicable, the Subsequent Offering (as defined below), at the EGM. Further, if the applicant is not present at the EGM, the applicant hereby grants the Chairman of the Board an authorization to act as proxy on behalf of the applicant at the EGM and vote in accordance with the above undertaking.
Equal treatment considerations and potential subsequent repair offering:
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company’s funding requirements. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement will not result in a significant dilution of existing shareholders and that is based on a publicly announced accelerated bookbuilding process.
On this basis, the Board has considered the proposed transaction structure and the Private Placement to be in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, consider conducting a subsequent share offering of new shares (the “Subsequent Offering”). The Subsequent Offer may be subject to necessary resolutions by the EGM. If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Any Subsequent Offering will be directed towards existing shareholders in the Company as of 21 August 2025 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved.
Advisors:
Arctic Securities AS and Pareto Securities AS are acting as joint bookrunners in the Private Placement.
Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Anne Lene Gullen Bråten, Director Finance of Norsk Titanium AS, at the time and date stated above in this announcement.
For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80
Carl Johnson, President & CEO Norsk Titanium AS
Email: Carl.Johnson@norsktitanium.com
Tel: +1 518 324 4010
Ashar Ashary, CFO Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966
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 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 “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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers 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.
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. Any 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.
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