Item 1.01 Entry into a Material Definitive Agreement.
On July 23, 2021, FREYR Battery or its wholly-owned subsidiary (the "Company")
entered into a contract for the provision of a casting and unit cell assembly
machine (the "Purchase Agreement") with Mpac Lambert Limited ("Mpac"). Mpac will
supply the casting and unit cell assembly machine for the Company's customer
qualification plant. This will include the design, engineering, construction and
installation of such equipment, as well as training of Company personnel. The
contract price is approximately $13.8 million, of which 40% is payable upon
signing of the contract; 40% is payable upon commencement of building the
equipment; 5% is payable when factory acceptance testing is completed and the
factory acceptance testing checklist is approved by Mpac and the Company, and
15% is payable when commissioning and site acceptance test are completed and
when the site acceptance test checklist is confirmed by the Mpac and the
Company. The Company has the option to extend the contract to the Company's
planned Gigafactory 1, subject to the terms and conditions of the Purchase
Agreement. The Company also has options to extend the contract to the Company's
planned Gigafactories 2 and 3, subject to negotiation of final pricing,
technical specifications, and the other terms and conditions of the Purchase
Agreement.
The Company may cancel or suspend the contract upon notice at any time.
Following such cancellation, the Company shall pay the unpaid balance due to
Mpac for the part of the work already performed and for materials ordered prior
to the cancellation, and certain other costs and expenses. Mpac may terminate
the contract with immediate effect if the Company becomes insolvent or unable to
pay debts when due. If the Company breaches the contract, Mpac is entitled to
request an adjustment to the contract schedule or price. The contract contains
representations, warranties and indemnities that are customary to commercial
agreements of this nature.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The Information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
FREYR Battery announces material information to the public through a variety of
means, including filings with the Securities and Exchange Commission, press
releases, public conference calls, FREYR Battery's website
(www.freyrbattery.com), its investor relations website
(ir.freyrbattery.com/overview/), and its news site
(ir.freyrbattery.com/ir-news). FREYR Battery uses these channels, as well as
social media, including its Twitter account (@FREYRBattery), LinkedIn account
(www.linkedin.com/company/freyrbattery), and Youtube
page (https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw), to communicate
with investors and the public news and developments about FREYR Battery and
other matters. Therefore, FREYR Battery encourages investors, the media, and
others interested in FREYR Battery to review the information it makes public in
these locations, as such information could be deemed to be material information.
Item 8.01 Other Events.
On July 26, 2021 FREYR Battery issued a press release announcing that the
Company entered into the Purchase Agreement with Mpac. A copy of the press
release is attached hereto as Exhibit 99.1.
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