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 THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
(Arendal, Norway / Sherbrooke QC, Canada – 22 October 2025)
The board of directors (the "Board") of Tekna Holding ASA (the "Company" or “Tekna”) hereby announces that it has resolved to propose that the Company carries out a share capital increase, by way of a fully underwritten Rights Issue of new shares in the Company (the “Offer Shares”), to raise gross proceeds of NOK 300 million (CAD 42 million) (the “Rights Issue”).
The proposed rights issue is a part of a robust refinancing plan, also including a new financing agreement with Scotiabank in Canada (as described below). The refinancing plan strengthens and streamlines the Company’s balance sheet and fully funds the Company’s business plan to 2030 within its current business areas. The refinancing plan is proposed following the Company’s recent improvements in performance and cost reductions.
The net proceeds from the Rights Issue will be used to repay the CAD 25 million (NOK 179 million) shareholder loan from Arendals Fossekompani ASA plus accrued interests of CAD 4 million (NOK 26 million), with remaining proceeds of NOK 95 million (CAD 13 million) for general corporate purposes. Pro-forma Q3 2025, the Company will have a gross cash position of CAD 21 million and total available liquidity of CAD 27 million, including the Scotiabank credit facility.
The third quarter of 2025 represents the first EBITDA-positive quarter (CAD 0.5m) (6% margin) since Tekna’s initial public offering, driven by strong materials performance and cost reductions. With the Company’s operations now approaching sustainable profitability, the proceeds from the Rights Issue and the Scotiabank financing agreement will provide a solid financial foundation for the Company to focus on growth and margins.
The Company is strategically positioned to capture the growing demand for advanced materials in the additive manufacturing industry, with upside potential not included in the guidance provided. Tekna targets double-digit revenue growth annually, with 15% - 20% EBITDA margin towards 2030, with contribution margins for both materials and systems in line with recent performance.
“Tekna has invested heavily over the past years to gain a world-leading position within advanced materials and systems based on our proprietary plasma technology. To enter the company’s next phase, we are strengthening and streamlining our capital structure. This puts us in a unique position to fully capture value from a high-growth market going forward,” says Claude Jean, who took the helm as CEO of Tekna in April 2025.
The company will host an investor webcast on Thursday, 23 October 2025 at 14:00 CEST. Please register here: https://www.tekna.com/rightsissue. Reference is made to the investor presentation attached as an appendix to this stock exchange announcement.
The Rights Issue
The subscription price for the Offer Shares, and thus the exact number of Offer Shares and the associated share capital increase, will be proposed by the Board based on a recommendation from Arctic Securities AS (“the Manager”), the day prior to the extraordinary general meeting (“EGM”). The subscription price in the Rights Issue will be based on the volume-weighted average price (VWAP) of the Company's shares the last ten trading days prior to the date before the EGM (29 October – 11 November 2025), less a discount of up to 25%. As an illustration, assuming a subscription price set at a discount of 25% to VWAP and using a VWAP of NOK 4.0, this would imply a subscription price of NOK 3.0 and an issuance of 100m Offer Shares. The Board's resolution in this respect will be announced through a separate stock exchange announcement on the day prior to the EGM and will be reflected in the final proposed resolution to the EGM.
Timeline
The Rights Issue will be directed towards shareholders of the Company as of 13 November 2025, as registered in the VPS on 17 November 2025 (the "Record Date"), who 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 "Eligible Shareholders"). Each Eligible Shareholder will be granted transferable subscription rights ("Subscription Rights") for every existing share registered as held by such Eligible Shareholder in the VPS as of the Record Date, rounded down to the nearest whole Subscription Right. Over-subscription will be permitted. The ratio of Subscription Rights will be announced, together with the Subscription Price and number of Offer Shares, through a separate stock exchange announcement on the day prior to the EGM, and will be reflected in the final proposed resolution to the EGM.
The subscription period in the Rights Issue is expected to commence on 18 November 2025 at 09:00 hours (CET) and expire on 2 December 2025 at 16:30 hours (CET) (the “Subscription Period”), subject to the timely registration and publication of the Prospectus (as defined below). Allocation of the Offer Shares in the Rights Issue is expected to take place on or about 3 December 2025, and the Offer Shares are expected to be delivered on or about 11 December 2025. Further information regarding the Rights Issue, including subscription procedures, will be set out in the Prospectus which will be made available at the Manager's website ahead of the Subscription Period.
The Company will apply for admission to and trading of the subscription rights on Euronext Oslo Børs.
The underwriting
In connection with the Rights Issue the Company's largest shareholder Arendals Fossekompani ASA, has agreed to guarantee the subscription of the full amount of Offer Shares to ensure that the Rights Issue is fully subscribed. No underwriting commission will be paid for the underwriting.
Prospectus
In connection with the Right Issue a prospectus (the "Prospectus") will be prepared which is subject to the approval by the Norwegian Financial Supervisory Authority (the "NFSA"), expected to be obtained on 14 November 2025. The Prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue.
Notice of EGM
In order to resolve the Rights Issue, an EGM will be held on 13 November 2025 at 12:00 CET. The notice of the EGM, including proposed resolutions regarding the Rights Issue, is expected to be sent to all shareholders with a known address and published in a separate announcement within the three-week notice deadline. The EGM will also consider a proposal from the board to reduce the Company's share capital by way of a reduction of the nominal value of the shares.
Advisors
Arctic Securities AS has been engaged as Manager for the Rights Issue. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company in connection with the Rights Issue. Salto Advisers AS is acting as Investor Relations adviser to the Company.
Brief summary of Q3 2025 financials
Tekna achieved its first EBITDA-positive quarter since its IPO, reporting CAD 0.5 million in Q3 2025 (6% margin), driven by strong performance in its Materials business and ongoing cost reduction efforts. Total revenues reached CAD 8.3 million for the quarter, up 9% year-over-year, with year-to-date revenues at CAD 25.7 million. The Company also delivered a significant improvement in contribution margin, rising to 58% in Q3 2025 from 46% in Q3 2024, reflecting a strong uplift from 33% the prior year—largely due to improved Materials sales. These results underscore the effectiveness of the company's operational improvement program and sustained operating expense reductions.
Scotiabank financing agreement
On 21 October 2025 the Company entered into a financing agreement with the Bank of Nova Scotia ("Scotiabank"). Under the financing agreement, Scotiabank has agreed to make available multiple credit facilities to Tekna Systemes Plasma Inc., Tekna Matériaux Avancés Inc and Tekna Holdings Canada Inc (the "Borrowers") in total of CAD 10.5 million. The credit facilities are divided into three types of credit, (i) an operating on demand credit (the "Demand Credit") of CAD 6 million, (ii) a standby letter of credit/guarantee of CAD 4 million and (iii) a VISA Business credit card of CAD 0.5 million. The credit facilities will be used for working capital and general corporate purposes and to assist for future projects.
All indebtedness under the Demand Credit is payable on demand at Scotiabank's sole discretion, and Scotiabank may at any time suspend further advances under the credit facility or terminate the credit facility. Under the standby letter of credit, fees accrue from the issuance of the credit to the instrument's expiry date in 30-day increments, payable upon issuance.
Non-financial covenants under the financing agreement restrict the Borrowers' dividends/redemptions, M&A/investments, additional debt/liens, changes to lines of business, and material asset dispositions (subject to limited exceptions and thresholds).
CONTACTS
• Arina van Oost, Investor Relations - +33 6 70 11 51 90, Investors@tekna.com
• Dag Teigland, Chair of Tekna Holding ASA, +47 950 53 008
www.tekna.com/rightsissue
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 MAR article 17 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange notice was published by Arina van Oost, VP Corporate Strategic Development & Innovation, at Tekna Holding ASA, on the date and time provided
ABOUT TEKNA HOLDING ASA
Tekna is a world-leading provider of sustainable, advanced material solutions, headquartered in Sherbrooke, Canada. The company specializes in high-purity metal powders used in critical applications such as additive manufacturing (3D printing) across the aerospace, defense, medical and consumer electronics industries. The company is positioning itself in the fast-growing market of advanced nanomaterials for the microelectronics sector.
Tekna also develops cutting-edge induction plasma systems designed for both industrial research and production. Its unique, IP-protected plasma technology is powering its hypersonic wind tunnels, PlasmaSonic, which enable simulating material exposure conditions in space.
With over 30 years of experience, Tekna is a trusted partner to a broad portfolio of multinational blue-chip customers for its high-quality products and innovation. Its material solutions help enhance productivity, enable more efficient use of materials and support the transition to more resilient supply chains and a circular economy.
https://www.tekna.com
Follow us on LinkedIn: https://www.linkedin.com/company/1358990/
#investinTekna
- IMPORTANT INFORMATION –
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the websites of the Manager.
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. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no one else 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 Rights Issue or any transaction or arrangement referred to in this announcement.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement