FREYR Battery Announces Transformative Acquisition of Trina Solar's U.S. Manufacturing Assets, Actions to Strengthen Board of Directors and Management Team

NEW YORK & OSLO, Norway & NEWNAN, Ga.--(BUSINESS WIRE)--November 06, 2024-- 

FREYR Battery $(FREY)$ ("FREYR" or the "Company") has announced that the Company has entered into an agreement to acquire the U.S. solar manufacturing assets of Trina Solar Co Ltd. (SHA: 688599) ("Trina Solar"). The transaction is subject to certain customary conditions precedent, including receipt of certain third-party consents, completion of the preferred stock issuance to Encompass Capital Advisors LLC and internal reorganization to be completed by Trina Solar and is expected to close around year end 2024.

Highlights

   -- The transaction is expected to close year end 2024 and creates a leading 
      integrated U.S.-owned and operated solar technology company with a 
      pathway for value enhancing growth 
   -- FREYR is acquiring 5 GW, 1.35 million square foot solar module 
      manufacturing facility in Wilmer, Texas that started production on 
      November 1, 2024 
   -- Trina Solar is a global leader in solar and renewable energy industry 
      with an established U.S. commercial presence, global supply chains, 
      advantaged technology, and a strong track record of manufacturing and 
      project execution for U.S. customers 
   -- FREYR is developing a new 5GW, U.S. solar cell manufacturing facility; 
      site selection underway and targeting start of production in H2 2026 
   -- FREYR provides 2025 EBITDA guidance of $75 - $125 million. FREYR expects 
      to exit 2025 at full-year run rate EBITDA of $175 - $225 million 
   -- Total consideration to Trina Solar of $340 million, comprised of $100 
      million of cash, $50 million repayment of an intercompany loan, $150 
      million loan note, 9.9% of FREYR outstanding common stock, and a 
      convertible loan note that would convert into an additional 11.5% of 
      FREYR outstanding common stock after certain conditions are satisfied 
   -- Simultaneously, FREYR has secured a $100 million commitment for the 
      issuance of preferred stock issuance to Encompass Capital Advisors LLC 
      and $14.8 million through a private placement of FREYR common stock 
   -- Daniel Barcelo, FREYR's Chairman of the Board of Directors (the "Board"), 
      assumes role of Chief Executive Officer of FREYR with immediate effect 
      and Evan Calio will remain Chief Financial Officer. Subject to closing of 
      the transaction, Mingxing Lin will be appointed Chief Strategy Officer 
      and Dave Gustafson will be appointed Chief Operating Officer; while Peter 
      del Vecchio will be joining as Interim Chief Legal Officer with immediate 
      effect 
   -- Co-founder Tom Einar Jensen appointed CEO of FREYR Europe and will 
      oversee value optimization of European assets 
   -- New CEO Daniel Barcelo to remain Chairman of the Board of Directors; W. 
      Richard Anderson appointed to FREYR's Board; Incoming Chief Strategy 
      Officer Mingxing Lin has been selected as a Board nominee subject to 
      closing of the transaction; Tom Einar Jensen to step down from the Board 

Under the terms of the agreement, FREYR will acquire Trina Solar's 5 GW solar module manufacturing facility in Wilmer, Texas, which started production on November 1, 2024. The facility is expected to ramp up to full production in 2025 with 30% of estimated production volumes backed by firm offtake contracts with U.S. customers.

Upon closing of the transaction, FREYR will execute a multi-phase strategic plan to establish a vertically integrated U.S. solar manufacturing footprint. The next phase of the plan will be to construct a 5GW solar cell manufacturing facility in the U.S. Site selection is underway and FREYR is targeting a start of construction in 2Q 2025 with anticipated first solar cell production in 2H 2026. The creation of a U.S.-owned and operated company that can provide a turnkey solar technology solution is expected to solve a bottleneck for developers, create up to 1,800 direct jobs, satisfy local content requirements for U.S. solar projects, and competitively differentiate FREYR.

"We are pleased to announce this transformative transaction, which will immediately position the Company as one of the leading solar manufacturing companies in the U.S. We are proud to be partnered with Trina Solar, a global manufacturing and solar technology leader." commented Daniel Barcelo, FREYR's newly appointed Chief Executive Officer. "Domestic manufacturing capacity for solar and batteries is essential for energy transition and job creation. The U.S. was once the global leader in solar, and it can be again."

Transaction details

Under the terms of the transaction agreement at closing, the total consideration to Trina Solar will consist of $100 million of cash, $50 million repayment of an intercompany loan, $150 million loan note, 9.9% of FREYR outstanding common stock, and an $80 million convertible loan note that would convert into an additional 11.5% of FREYR outstanding common stock after certain conditions are satisfied. FREYR has secured a $100 million commitment for the issuance of preferred stock to Encompass Capital Advisors LLC and $14.8 million for a private placement of 7.0% of FREYR outstanding common stock to Ms. Chunyan Wu, a co-founder and significant shareholder of Trina Solar. The funds will be used for general operational and working capital purposes.

Changes to strengthen FREYR's management team and Board of Directors

Daniel Barcelo, FREYR's current Chairman of the Board, has been appointed Chief Executive Officer. Tom Einar Jensen, FREYR's co-founder, will assume the role of CEO of FREYR Europe and will oversee the optimization and monetization of FREYR's European portfolio. Mr. Jensen is stepping down from FREYR's Board of Directors to focus on FREYR's European portfolio. All these changes are effective immediately.

Joining FREYR upon closing will be Mingxing Lin, who has been appointed the Company's Chief Strategy Officer, and Dave Gustafson, who has been appointed Chief Operating Officer. Mr. Lin and Mr. Gustafson bring decades of collective experience in multinational company management and the solar industry. Mr. Lin has been appointed a nominee to FREYR's Board of Directors subject to closing of the transaction.

W. Richard Anderson has been appointed to FREYR's Board, effective immediately. Mr. Anderson is currently the Chief Executive Officer of Coastline Exploration Ltd., and he brings more than 25 years of leadership experience in the global energy industry and more than 15 years as a board member of public and private energy companies to FREYR.

FREYR provides financial and operational guidance

In anticipation of the closing of the transaction and the start of solar module production at the Wilmer, Texas facility in Q4 2024, FREYR is initiating 2025 EBITDA guidance of $75 - $125 million and expects to exit 2025 at full-year run rate EBIDTA of $175 - $225 million.

FREYR European assets

FREYR is implementing a value optimization and monetization initiative in Europe to align with the Company's strategy to focus on vertically integrating the U.S. solar business. As CEO of FREYR Europe, Tom Einar Jensen will oversee the process.

The Company has terminated its SemiSold$(TM)$ technology license with 24M Technologies ("24M"). Pursuant to the termination of the 24M license agreement, FREYR has no remaining financial obligations to 24M and no longer holds any equity ownership interest in 24M.

Presentation of Transaction Highlights

A presentation will be held today, November 6, 2025, at 8:00 am EDT to discuss the transaction. The presentation materials will be available for download at https://ir.freyrbattery.com.

To access the conference call, listeners should contact the conference call operator at the appropriate number listed below approximately 10 minutes prior to the start of the call.

Participant conference call dial-in numbers:

Conference ID 1923230

USA / International Toll +1 (646) 307-1963

USA - Toll-Free (800) 715-9871

Canada - Toronto (647) 932-3411

Canada - Toll-Free (800) 715-9871

Transaction advisors

Santander served as financial advisor, Skadden, Arps, Slate, Meagher & Flom (UK) LLP served as legal advisor, Arnold & Porter, Ernst & Young, Clean Energy Associates and Rystad Energy served as advisors to FREYR in support of the transaction. Dorsey & Whitney LLP served as U.S. legal advisor, CICC served as financial advisor and Deloitte served as tax advisor to Trina Solar.

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this presentation, including, without limitation, FREYR Battery, Inc.'s, a Delaware corporation, ("FREYR") ability to establish a commercial presence in the U.S. solar market; the potential benefits of FREYR's strategic acquisition of Trina Solar US Holding Inc., a Delaware corporation ("Trina"); the expected timeline to closing the transaction; FREYR's ability to secure financing options for the solar cell manufacturing facility; the projected start of module production in Q4 2024; the construction of a solar cell manufacturing facility targeting start of production in H2 2026; the integration of U.S. solar module and solar cell capacity; FREYR's ability to become a top 5 U.S. solar module producer; any resulting U.S. government incentives for clean energy technology manufacturing and development; the establishment of a domestic manufacturing footprint for FREYR's integrated clean energy solution business; the creation of 1,500 local jobs; the integration of U.S. solar and battery energy storage system manufacturing; the monetization of FREYR's legacy assets; any competitive advantages of integration; any potential benefits of the U.S. Inflation Reduction Act; the technological advantage of Trina's modules; and the

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