FREYR Battery (Form: 8-K, Received: 02/28/2022 07:20:48)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2022

FREYR Battery

(Exact name of registrant as specified in its charter)

Luxembourg		001-40581		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

412F, route D’Esch, L-2086 Luxembourg Grand Duchy of Luxembourg
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +352 46 61 11 3721
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	FREY	The New York Stock Exchange
Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share	FREY WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 28, 2022, FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“FREYR Battery”), issued a press release announcing its financial results for the quarter and year ended December 31, 2021.

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

FREYR Battery is also furnishing a Fiscal Year 2021 Earnings Call presentation, dated February 28, 2022 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on FREYR Battery’s fiscal year 2021 conference call to be held on February 28, 2022. The Presentation will also be available on FREYR Battery’s website at https://www.freyrbattery.com/.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release, dated February 28, 2022, reporting FREYR Battery’s financial results for the quarter and year ended December 31, 2021.

99.2		Fiscal Year 2021 Earnings Call presentation.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

FREYR Battery

By:	/s/ Steffen Føreid
	Name:	Steffen Føreid
	Title:	Chief Financial Officer

Dated: February 28, 2022

Exhibit 99.1

News Release

FREYR Battery Reports Fourth Quarter and Full-Year 2021 Results

New York, Oslo and Luxembourg, February 28, 2022, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the fourth quarter and full fiscal year 2021.

Highlights of the fourth quarter 2021 and subsequent events:

●

Signed first two conditional offtake agreements with Honeywell (NASDAQ: HON) and a global industrial player representing more than 50 GWh of cumulative volumes from 2023 – 2030 for Energy Storage Systems (“ESS”) applications.

●

In negotiations with five additional companies for offtake agreements, which are projected to represent more than 150 GWh of estimated potential cumulative demand with several other leads in the FREYR commercial pipeline.

●

Entered into frame agreements for nine of 13 key raw materials required for the Customer Qualification Plant (“CQP”) and Gigafactories 1 & 2 in Mo i Rana, Norway. Negotiations of volumes, pricing terms and other conditions are expected to be concluded in 2022.

●

Announced intention to form joint venture with Aleees (TWSE: 5227) to establish lithium iron phosphate (“LFP”) cathode plant in the Nordic region as part of long-term strategy to establish low-carbon, localized supply chains.

●

FREYR’s technology partner, 24M Technologies (“24M”), announced a strategic partnership with Volkswagen Group (“VWAG”) encompassing a significant investment by VWAG into 24M, and a collaboration to develop production technology for SemiSolid^TM battery cells for use in VWAG electric vehicles.

“We are very pleased with the continued progress we made during the fourth quarter to deliver on our aspiration to become a global, giga scale producer of clean, next-generation batteries,” said Tom Jensen, the CEO of FREYR. “With our first two conditional customer offtake agreements signed, our team is focused on reaching a Final Investment Decision (“FID”) on combined Gigafactories 1 & 2, growing our customer backlog, raising capital to fund our expansion, achieving our operational milestones, and enhancing our supply chains to deliver decarbonized cell production globally.”

Business Update

●

FREYR has committed to combining Gigafactories 1 & 2 into a single facility with eight production lines and upsized nameplate capacity of 18 GWh. The new facility is expected to have 40% higher capacity compared to the business plan that FREYR presented in February 2021.

●

FREYR is working with ECA/multilaterals, strategic partners, and investors to explore multiple avenues of raising additional capital required to fund planned giga-scale development.

●

CQP is on track for an estimated operational start in H2 2022; operational start of the combined Gigafactories 1 & 2 is targeted for H1 2024.

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●

FREYR’s Board of Directors has approved the initial capital expenditure required to complete early ground- work, detailed engineering, and procurement at the Gigafactory site in Mo i Rana, where ground-breaking has already commenced.

●

FREYR is in advanced discussions with five potential customers with unmet projected demand of > 150 GWh regarding conditional offtake agreements across the ESS, commercial mobility and passenger EV sectors.

●

In negotiations to secure remaining four of 13 key raw material inputs for the CQP, and Gigafactories 1 & 2 in Mo i Rana. Volumes and pricing terms for all 13 frame agreements are expected to be finalized in 2022 as FREYR completes detailed diligence.

Results Overview, Financing and Liquidity

●

FREYR Battery reported a Net Loss for the fourth quarter of fiscal year 2021 of ($28.0) million or ($0.24) per share compared to a Net Loss of ($45.4) million or ($0.42) per share in the third quarter of fiscal year 2021.

●

As of December 31, 2021, FREYR Battery had cash and cash equivalents of $565.6 million.

Business Outlook

FREYR is focused on advancing the following strategic mandates and milestones over the next 18 months:

●

Secure multiple tranches of capital required to fund FREYR’s giga scale expansion. FREYR has launched parallel processes with key stakeholders to explore the most capital efficient options to support development of the company’s business plan.

●

Finalize additional conditional offtake agreements across the ESS, commercial mobility and passenger EV market segments to support further capacity expansions.

●

Convert initial two offtake awards to final sales agreements with Honeywell and the global industrial customer. FREYR expects to announce several new commercial wins during 2022.

●

Achieve Phase 1 FID on combined Gigafactories 1 & 2 at Mo i Rana upon achievement of commercial, operational, and financing milestones, which is anticipated in H1 2022. FREYR intends to provide updated capital spending estimates and plant development timelines after the Phase 1 FID.

●

Progress to final site selection of planned initial Gigafactory in the U.S. and drive towards a potential FID in H2 2022.

●

Continue to execute FREYR’s long-term strategy to establish localized, decarbonized supply chains across the Nordic region and U.S.

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Presentation of Fourth Quarter and Full-Year 2021 Results

A presentation will be held today, February 28^th, 2022, at 7:30 am Eastern Standard Time (1:30 pm Central European Time) to discuss financial results for the fourth quarter and full fiscal year 2021. The results and presentation material 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:

United Kingdom: +44 3333000804
United States: +1 6319131422
Switzerland: +41 225809034
Spain: +34 935472900
Norway: +47 23500243
Luxembourg: +352 27300160
Hong Kong: +852 30600225
Germany: +49 6913803430
France: +33 170750711
Denmark: +45 35445577
Canada: +1 4162164189

The participant passcode for the call is: 27735368#

A webcast of the conference call will be broadcast simultaneously at https://streams.eventcdn.net/freyer/2021q4/ on a listen-only basis. Please log in at least 10 minutes in advance to register and download any necessary software.

A replay of the webcast will be available at https://ir.freyrbattery.com/events-and-presentations/presentations/default.aspx

About FREYR Battery

FREYR Battery aims to provide industrial scale clean battery solutions to reduce global emissions. Listed on the New York Stock Exchange, FREYR’s mission is to produce green battery cells to accelerate the decarbonization of energy and transportation systems globally. FREYR has commenced building the first of its planned factories in Mo i Rana, Norway and announced potential development of industrial scale battery cell production in Vaasa, Finland, and the United States. FREYR intends to deliver up to 43 GWh of battery cell capacity by 2025 and up to 83 GWh annual capacity by 2028. To learn more about FREYR, please visit www.freyrbattery.com

Investor contact:

Jeffrey Spittel

Vice President, Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 281-222-0161

Media contact:

Katrin Berntsen

Vice President, Communication and Public Affairs
katrin.berntsen@freyrbattery.com
Tel: (+47) 920 54 570

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Cautionary Statement Concerning Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, including, without limitation, regarding the development, timeline, capacity and other usefulness of FREYR’s CQP and planned Gigafactories; progress to complete CQP equipment and raw material tenders and progress of tendering for the subsequent Gigafactories; progress and development of customer offtake agreements and supply chain partnerships; the development and growth of FREYR’s target markets; the scale and arrangements for any FREYR production facilities in the U.S.; the progress and development of FREYR’s partnerships and plans in Finland and across the Nordic region; the development and commercialization of 24M SemiSolid^TM technology and 24M’s partnership with VWAG; FREYR’s manufacturing capacity; exploration of additional capital raises; the attainment of operational milestones; FREYR’s ability to convert any conditional agreements into definitive agreements; the development of customer and supplier relationships; FREYR’s enhancements of its supply chains to deliver decarbonized cell production globally; and FREYR’s long-term strategy to establish localized, decarbonized supply chains across the Nordic region and U.S. are forward-looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside FREYR’s control and are difficult to predict. Additional information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in FREYR’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 9, 2021, as amended, and available on the SEC’s website at www.sec.gov.

Except as otherwise required by applicable law, FREYR disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Should underlying assumptions prove incorrect, actual results and projections could different materially from those expressed in any forward-looking statements.

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FREYR BATTERY

CONSOLIDATED BALANCE SHEETS

(In Thousands)

	As of December 31,
	2021			2020
Assets
Current assets
Cash and cash equivalents	$	563,956		$	14,749
Restricted cash		1,671			196
Prepaid assets		15,882			464
Other current assets		1,282			442
Total current assets		582,791			15,851
Property and equipment, net		21,062			80
Convertible note		20,000			-
Equity method investment		2,938			-
Other long-term assets		242			-
Total assets	$	627,033		$	15,931
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	3,813		$	888
Accrued liabilities		15,065			1,693
Accounts payable and accrued liabilities - related party		3,316			322
Redeemable preferred shares		-			7,574
Deferred income		1,380			-
Share-based compensation liability		2,211			460
Other current liabilities		12			-
Total current liabilities		25,797			10,937
Warrant liability		49,124			-
Long-term share-based compensation liability		6,627			38
Total liabilities		81,548			10,975
Commitments and contingencies (Note 7)
Shareholders’ equity
Ordinary share capital, no par value, 245,000,000 shares authorized and 116,853,504 shares issued and outstanding as of December 31, 2021 and 37,452,359 shares authorized, issued and outstanding as of December 31, 2020		116,854			-
Additional paid-in capital		533,418			15,183
Accumulated other comprehensive (loss) income		(524	)		658
Accumulated deficit		(104,263	)		(10,885	)
Total shareholders’ equity		545,485			4,956
Total liabilities and shareholders’ equity	$	627,033		$	15,931

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FREYR BATTERY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In Thousands, Except Share and per Share Amounts)

	For the three months ended						For the year ended
	December 31,						December 31,
	2021			2020			2021			2020
Operating expenses:
General and administrative	$	15,444		$	3,590		$	61,635		$	7,043
Research and development		2,607			1,494			13,816			1,865
Depreciation		66			5			120			15
Equity in losses from investee		62			-			62			-
Total operating expenses		18,179			5,089			75,633			8,923
Loss from operations		(18,179	)		(5,089	)		(75,633	)		(8,923	)
Other income (expense):
Warrant liability fair value adjustment		(10,686	)		(1,095	)		(21,859	)		(1,670	)
Redeemable preferred shares fair value adjustment		-			(70	)		75			(70	)
Convertible notes fair value adjustment		-			(2	)		-			(201	)
Gain on settlement of warrant liability		-			466			-			466
Interest income		258			20			317			20
Interest expense		(2	)		-			(3	)		(53	)
Foreign currency transaction gain		498			38			1,325			38
Other income, net		74			511			2,400			788
Loss before income taxes		(28,037	)		(5,221	)		(93,378	)		(9,605	)
Income tax expense		-			-			-			-
Net loss		(28,037	)		(5,221	)		(93,378	)		(9,605	)

Other comprehensive income (loss):
Foreign currency translation adjustments		(858	)		556			(1,182	)		662
Total comprehensive loss	$	(28,895	)	$	(4,665	)	$	(94,560	)	$	(8,943	)

Basic and diluted net loss attributable to ordinary shareholders	$	(0.24	)	$	(0.14	)	$	(1.24	)	$	(0.34	)
Basic and diluted weighted-average ordinary shares outstanding		116,597,430			37,220,246			75,362,870			28,312,125

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FREYR BATTERY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	For the year ended December 31,
		2021			2020
Cash flows from operating activities
Net loss	$	(93,378	)	$	(9,605	)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense		6,007			535
Depreciation		120			15
Redeemable preferred shares fair value adjustment		(75	)		70
Warrant liability fair value adjustment		21,859			1,670
Convertible notes fair value adjustment		-			201
Gain on settlement of warrant liability		-			(466	)
Equity in losses from Investee		62			-
Other		(56	)		(725	)
Changes in assets and liabilities:
Prepaid assets		(15,598	)		(408	)
Other current assets		(821	)		(231	)
Other long-term assets		(230	)		-
Accounts payable and accrued liabilities		8,716			928
Accounts payable and accrued liabilities - related party		4			226
Share-based compensation liability		2,221			419
Other current liabilities		12			-
Deferred income		1,431			-
Long-term share-based compensation liability		6,590			35
Net cash used in operating activities		(63,136	)		(7,336	)
Cash flows from investing activities
Purchases of property and equipment		(13,775	)		(71	)
Investment in convertible note		(20,000	)		-
Purchases of other long-term assets		(12	)		-
Net cash used in investing activities		(33,787	)		(71	)
Cash flows from financing activities
Proceeds from Business Combination		70,836			-
Proceeds from PIPE Investment		600,000			-
Capital contributions - ordinary shares		-			12,351
Issuance cost		(26,334	)		(799	)
Proceeds from issuance of redeemable preferred shares		7,500			7,500
Payments for the Norway Demerger		(3,002	)		-
Proceeds from issuance of convertible debt		-			1,104
Proceeds from issuance of convertible debt - related party		-			427
Payments related to convertible debt		-			(125	)
Net cash provided by financing activities		649,000			20,458
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash		(1,395	)		1,637
Net increase in cash, cash equivalents, and restricted cash		550,682			14,688
Cash, cash equivalents, and restricted cash at beginning of period		14,945			257
Cash, cash equivalents, and restricted cash at end of period	$	565,627		$	14,945

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Exhibit 99.2

February 28, 2022 FREYR 4Q and Full - Year 2021 Earnings Call

Important notices 2 Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR's ability to develop the world's cleanest and lowest CO2 lifecycle emissions batteries at giga - scale; FREYR's anticipated path to commercialization; the development, timeline, capacity and other usefulness of FREYR’s CQP and planned Gigafactories; the realization of FREYR’s capital spending plan; the progress and development of customer relationships and offtake agreements and supply chain partnerships, including any the entry into any successful joint ventures with Aleees; the success of any capital raising paths to fund FREYR’s planned expansion; FREYR’s ability to secure additional raw materials; FREYR’s finalization of any joint ventures with a global industrial player; FREYR's growing pipeline of commercial opportunities; FREYR’s ability to convert any conditional agreements into definitive agreements; FREYR's goal of full sustainability; the development and growth of FREYR's target markets; the scale and arrangements for any FREYR production facilities in the U.S.; the progress and development of FREYR’s partnerships and plans in Finland; FREYR’s ability to secure key raw materials, including its frame agreements' ability to meet FREYR's raw material demands; FREYR's ability to source inputs locally and decarbonize the Nordic, European and U.S. battery supply chain; FREYR's decarbonization benefit’s ability to yield cost savings and its competitive advantages on cost; the expected delivery times of any cell casting and unit assembly equipment; FREYR’s status on its mission to establish 100 GWh of clean battery production globally by 2030; and FREYR's ability to grow its customer portfolio and secure capital to fund expansion are forward - looking statements. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside FREYR’s control and are difficult to predict. Additional information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in (i) FREYR’s Registration Statement on Form S - 1 filed with the Securities and Exchange Commission on August 9, 2021, as amended, and (ii) FREYR’s quarterly report on Form 10 - Q filed with the Securities and Exchange Commission on November 15, 2021, and available on the SEC’s website at www.sec.gov . Except as otherwise required by applicable law, FREYR disclaims any duty to update any forward - looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward - looking statements.

• Business update • FREYR’s strategic road map and priorities • Establishing supply chains and operations • FREYR’s market opportunity is expanding • Making commercial progress • Financing the planned expansion • Near - term priorities • Q&A Today’s Agenda 3

Business Update Building FREYR’s operational foundation Customer Qualification Plant (CQP): • On track for operational start during 2H 2022 Gigafactory Development: • Combining Gigafactories 1&2 into single facility with eight production lines and upsized nameplate capacity of 18 GWh • Increase of 40% in nameplate capacity compared to business plan presented in February 2021 1 • Combined Gigafactory expected to enhance capital and operational efficiency • Evaluating phased FID by production lines to accelerate timetable • Operational start - up and ramp - up anticipated in 1H 2024 Capital spending plan: • Updated capex estimates and plant development timelines to be provided upon achievement of FID for Phase 1 • Phase 1 FID expected in 1H 2022 Construction progress: • Groundbreaking underway at Gigafactory site in Mo i Rana • FREYR’s Board of Directors has approved capital investment in ground works for combined 18 GWh Gigafactory 18 GWh Upsized annual n a m ep l a te cap a c i ty of combined Gigafactory 1&2 1) Comparison adjusts for uniformity of battery chemistry change in current plan (LFP vs NMC). 4

FREYR’s Anticipated Path to Commercialization Focused on achieving milestones to build a global, giga - scale player 2018 - 2021 2021 - 2022 2023 - 2024 2025 2028 2018 FREYR established with clear strategic tenets of Speed, Scale and Sustainability December 2020 Definitive technology license agreement with 24M Technologies July 2021 FREYR and Alussa Energy complete combination; FREYR listed on NYSE October 2021 FREYR and Koch Strategic Platforms form U . S JV and invest in 24 M Technologies Late 2022 Customer Qualification Plant (CQP) expected to become operational 2022 Targeted >200 GWh combined c ondi t i onal o f f - ta k e agree m en ts Gigafactory 1&2 Targeted start - up of first production lines >100 GWh 2030+ Additional factories Intended expansion in Mo i Rana (Norway), Finland and U.S. Additional up - mid - and downstream JVs and facilities 83 GWh 43 GWh Gl ob al scale Large scale, low cost and low emission player Targeted downstream participation for additional customers and value capture 5 Value Chain JVs Targeted investment decision and start - up of localized supply chain

Commercial • Announced first two major offtake awards with global industrial players for >50 GWh • Advancing discussions with multiple potential ESS, Commercial Mobility and EV customers • Line of sight to >150 GWh of incremental cell demand from next potential customers in the pipeline • Advancing processes to convert conditional offtake agreements to firm sales contracts with value accretive terms 6 Focused on Execution Progressing on key objectives to achieve planned giga - scale commercialization Supply Chain • Working to secure additional raw material providers and evaluate potential localized supply chain partnerships • In process to firm up potential suppliers with committed volumes and specific pricing terms and conditions • Signed frame agreements for 9 of 13 key raw material inputs for CQP and combined Gigafactories 1&2 • Pursuing JV to develop potential giga - scale LFP cathode plant in Nordic region Financing • Combining ECA/multilaterals, grants, strategic partners & investors to lower cost of capital • Supporting funding tracks in process to unlock cost competitive financing structure • Several solutions emerging for combined Gigafactories 1&2 in Mo i Rana FREYR CEO on CQP site inspection visit with National and Local Political Leadership

Process to Secure Key Raw Materials Underway Supply chain framework supports initial giga - scale development on path to eventual localization Frame agreements and other early - stage supply chain initiatives • Supply chain and operations team focused on building a broader, resilient and reliable supplier network • FREYR has completed initial frame agreements with 9 of 13 key approved RM providers to 24M • Volumes and pricing conditions into supply contracts to be finalized » Facilitates initial sample production of LFP battery cells from CQP Initial steps underway to source inputs locally and de - carbonize supply chain • Agreement with Glencore for localized Nordic inputs • Heads of Terms with Aleees to explore JV for LFP cathode plant in Nordic region » Targeted 80% long - term carbon reduction would save >60 Kg CO2e per KWh of battery produced At $100/t carbon price & 83 GWh capacity, the value chain decarbonization benefit would potentially translate to >$500 million/year 1 Source: European Commission 1) Illustrative calculation assumes $100/t carbon tariff, 80 kg CO 2 e per KWh of average global battery cell produced with 80% savings equating to US$ 6.4/KWh and then applied to the targeted 2028 production of 83 GWh. 7

Operations Update Construction of CQP and site preparation of Combined Gigafactories 1&2 progressing CQP on track for late 2022 start of production • Manufacturing of Production Line Equipment on schedule • Detailing factory acceptance testing and site deliveries • Formation & Aging process room being finalized at site Committed to combining Gigafactories 1&2 • Pre - commitments for early groundwork and detailed engineering • Combined facility with 40% higher nameplate capacity • Dedicating production lines to customers Next steps on path to FID • Secure additional capital to fund capex • FREYR key to the national battery strategy agenda • Exploring holistic financing structure with different instruments Pouch Assembly Line at Hana Technology Casting & Unit Cell Assembly Line at MPAC Lambert 8

Source: Rystad Energy. Projected Global Battery Supply Insufficient to Meet Climate Ambitions Targeted production is not expected to keep pace with requirements to meet a 1.6 - degree target Key Observations • Rystad’s latest forecast of global demand required to meet a 1.6 - degree scenario of nearly 9 TWh by 2030 contrasts to FREYR’s prior projection of 5.4 TWh • Purported transitory oversupply in middle of 2020 ’s appears highly unlikely to materialize after risk - adjusting production • Lag between announced nameplate capacity additions and actual production • Important to make distinctions between yields of established and start - up cell producers • Current market short observations across market verticals Global annual projected battery demand vs. risk - adjusted production 1.6 - degree scenario, by application GWh per year of new batter 9

Major Commercial Wins Conditional Offtake Highlights x Formation of joint venture between FREYR and global industrial player to package clean battery solutions with EPC offering x Total volumes represent > 50% of projected production 1 in Mo i Rana Gigafactories 1&2 from 2024 – 2028 • Renewables division of Fortune 100 U.S. - based company • Leading provider of renewable power solutions and technologies • Specialized expertise in data analytics and remote monitoring • Turnkey EPC in Battery Energy Storage Systems (BESS) FREYR has signed its first conditional offtake agreements with strong global partners Global Industrial Player • Industrial Solutions arm of global energy storage systems player • Leading OECD - based global supplier of motors, drives, automation and process control technologies • Turnkey EPC provider of BESS solutions for commercial and utility - scale plants Conditional Offtake Highlights x Commercial alliance: planned value chain integration with use of Honeywell technology x Total volumes represent > 20% of projected production 1 in Mo i Rana Gigafactories 1&2 from 2024 – 2028 19 Total GWh (2023 - 2028) ESS Target Market 31 Total GWh (2023 - 2030) ESS Target Market >70% of actual targeted production capacity 1 of GF 1&2 signed up through two conditional offtake agreements 1 : Assumes that Gigafactories 1 & 2 operate at actual productive capacity of 15 GWh through 2028 after initial ramp up phase in 2024. 10

Growing Pipeline of Commercial Opportunities Opportunities Te chn i c al review Commercial n egoti a tion s Conditional offtake agreements >60 prospective customers Dialogues include technical review, commercial negotiations and advanced offtake negotiations 25 prospective customers >3,000 GWh of estimated potential cumulative demand between 2024 – 2030 Multiple initial commercial discussions ongoing across all market verticals >100 GWh of potential demand between 2023 – 2030 To unlock FIDs for potential future Gigafactories globally Five conditional offtake agreements in negotiations >150 GWh of potential demand from 2023 – 2030 To unlock potential FIDs for multiple Gigafactories in Norway, US & Finland Signed agreements Two agreements signed with Honeywell and global industrial partner >50 GWh of demand from 2023 – 2030 Final sales agreements in process unlocking FID for Gigafactories 1 & 2 Leveraging favorable market conditions and FREYR’s initial commercial success to optimize for value 11

Financial Update Focused on securing financing to fund FREYR’s planned capacity expansion FREYR 3Q – 4Q Cash Bridge Strong Liquidity and Balance Sheet • Ended 4Q 2021 with $566 million of cash, cash equivalents and restricted cash Financing • Developing debt - based financing solutions to facilitate planned FID on combined Gigafactories 1 & 2 • Exploring multiple capital solutions in parallel: • Sustainability bonds • Bank debt/project financing • Government support: Export Finance Norway and other ECAs • Grants and other instruments 12

Key Strategic Priorities Advance critical mandates tied to Speed, Scale and Sustainability Fund the expansion • Secure capital required to finance combined Gigafactories 1&2 • Identify additional capital solutions to facilitate planned giga - scale build out in Norway, U.S. and Finland Develop, localize and decarbonize supply chains • Finalize remaining raw materials frame agreements for CQP and Gigafactories 1&2 • Continue to pursue initiatives to establish Nordic battery belt of key RM inputs • Negotiate volumes and prices on raw materials frame agreements • Replicate localized, low - carbon supply chain strategy in U.S. Progress journey to giga - scale commercialization • Convert initial COAs to firm sales agreements • Execute phased FID on combined Gigafactories 1&2 • Sign additional conditional offtake agreements to support further growth • Proceed to additional FIDs on giga - scale facilities across Norway, US and Finland Executing on our plan to establish >100 GWh of clean battery production globally beyond 2030 13

Q&A