Clean Battery Solutions for a Better Planet
Legal Disclaimer
This presentation has been prepared for use by Alussa Energy Acquisition Corp. ("Alussa") and FREYR AS ("FREYR") in connection with their proposed business combination. This presentation is for information purposes only and is being provided to you solely in your
capacity as a potential investor in considering an investment in Alussa and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Alussa and FREYR. Neither Alussa nor FREYR makes any representation or warranty as to the accuracy
or completeness of the information contained in this presentation. This presentation is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Alussa and is not intended to form the basis of any investment
decision in Alussa. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own investment decision and perform your own independent investigation and analysis of an
investment in Alussa and the transactions contemplated in this presentation.
This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
The information contained in this presentation is only addressed to and directed at persons in member states of the European Economic Area and the United Kingdom (each a "Relevant State") who are "qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In addition, in the United Kingdom, the presentation is being distributed only to, and is directed only at, Qualified Investors who are persons (i) having professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). The information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the
information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE.
Industry and Market Data. The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other
information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Alussa and FREYR assume no obligation to update the information in this presentation. Further, these financials were prepared by
FREYR in accordance with private Company AICPA standards. FREYR is currently in the process of uplifting its financials to comply with public company and SEC requirements.
Use of Projections. The financial projections, estimates and targets in this presentation are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Alussa's and FREYR'S
control. While all financial projections, estimates and targets are necessarily speculative, Alussa and FREYR believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target
extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause
actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that Alussa and FREYR, or their representatives,
considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.
Use of Non-GAAP Financial Measures. This presentation includes certain financial measures, including EBITDA and EBITDA Margin, and measures calculated based on these measures, that are not prepared in accordance with accounting principles generally accepted in the
United States ("GAAP") and that may be different from non-GAAP financial measures used by other companies. These non-GAAP measures, and other measures that are calculated using these non-GAAP measures, are an addition, and not a substitute for or superior to
measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with GAAP.
FREYR believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about FREYR. FREYR's management uses forward looking non-GAAP measures to evaluate FREYR's projected
financial and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents. For example other companies may calculate non-GAAP measures differently, or may use other measures
to calculate their financial performance, and therefore FREYR's non-GAAP measures may not be directly comparable to similarly titled measures of other companies.
Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain
amounts that are necessary for such reconciliations.
Additional Information; Participants in the Solicitation. If the contemplated business combination is pursued, Alussa will be required to file a preliminary and definitive proxy statement, which may include a registration statement, and other relevant documents with the
SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about Alussa, FREYR and the contemplated business
combination. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about Alussa, FREYR and the contemplated business combination, without charge, at the SEC's website located at www.sec.gov.
Alussa and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Alussa's shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their
interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph. This Presentation does not contain all the information that should be
considered in the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholder as of a record date to
be established for voting on the contemplated business combination when it becomes available.
Forward Looking Statements. Certain statements in this presentation may constitute "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) FREYR's
Gigafactory development, including the expected cost, capacity and start date of such facilities, (ii) trends in the battery market, (iii) FREYR's targeted customers and suppliers and the expected arrangement with them, (iv) FREYR's projected operational performance,
including relative to its competitors and (v) other statements regarding Alussa's or FREYR's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," "would"
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on
current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of Alussa's registration statement on Form S-1, the proxy statement/prospectus on
Form S-4 relating to the business combination, which is expected to be filed by Alussa with the SEC and other documents filed by Alussa from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Alussa and FREYR assume no
obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Alussa nor FREYR gives any assurance that either Alussa or FREYR will achieve its expectations.
FREYR
Clean battery solutions.
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