Nordic Mining ASA – Private Placement completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES (EXCEPT TO (1) INSTITUTIONAL ACCREDITED INVESTORS AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D OF THE SECURITIES ACT AND (2) QUALIFIED INSTITUTIONAL BUYERS (QIBs) AS DEFINED UNDER RULE 144A OF THE SECURITIES ACT) OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to today's stock exchange notice from Nordic Mining ASA ("Nordic Mining" or the "Company") regarding the contemplated private placement of shares in the Company.
The Company announces that it has raised NOK 50 million (approx. USD 6 million) in gross proceeds through the contemplated private placement (the “Private Placement”) consisting of 15,625,000 new shares (the "Shares"). The final subscription price in the Private Placement was set to NOK 3.20 per share.
Carnegie AS and Swedbank Norge, branch of Swedbank AB (publ) acted as Joint Lead Managers and Bookrunners (the "Managers") in the Private Placement. The Private Placement was carried out as an accelerated book-build after close of trading today.
The Barton Group, through its subsidiary The B-L Holding Company ("Barton"), has subscribed for a number of shares for an aggregate purchase price equal to the NOK equivalent of USD 1 million. Barton is the leading US garnet producer and distributor that in November signed a Heads of Agreement related to offtake and commercial cooperation for garnet with Nordic Mining.
The net proceeds from the Private Placement are intended to fund Engebø pre-construction activities and general corporate activities. As announced in the stock exchange notice of 30 October 2017, the Company initiated a process to evaluate the potential funding need for the aforementioned activities. During this process, the identified capital requirement to fund the Company past completion of the definitive feasibility study ("DFS") and committed bank financing for the Engebø project was estimated to be approximately USD 12m (including a buffer of approximately 20%). The Private Placement will enable the Company to continue the accretive development of the Engebø project on the back of the positive results from the prefeasibility study, and the net proceeds are expected to be sufficient to fund the DFS and general corporate activities throughout the third quarter of 2018. The Company has the flexibility to explore several options in respect of the remaining pre-construction funding, hereunder divestment of non-core assets.
The DFS is expected to be completed in the fourth quarter of 2018, and once completed, the Company expects to have a bankable project in place. This will enable both debt and equity financing of the remaining construction financing connected to the Engebø project. Committed bank financing is expected to be in place in the first quarter of 2019. The Company also believes it has the flexibility to wait with the front end engineering and design (FEED) until after the construction financing for Engebø is in place. As previously announced on 20 November 2017, Barton intends to participate in the construction financing of the Engebø project as an industrial anchor investor. The form and amount of Barton's contribution will be further negotiated and evaluated as part of the total solution for project financing.
The Private Placement was directed towards Norwegian investors and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.
The Private Placement and the subsequent offering described below are subject to approval from the general meeting in the company to be held on 8 January 2018 (the "EGM").
Subject to the approval of the Private Placement by the EGM, a subsequent repair issue of up to 3,000,000 shares will be offered to shareholders in Nordic Mining as at the end of 14 December 2017 (as documented by the shareholders register in the Norwegian Central Securities Depository as of the end of 18 December 2017) that did not participate in the Private Placement and that are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Shareholders"). The subscription price in the repair issue will be NOK 3.20, which is equal to the subscription price in the Private Placement. The Eligible Shareholders' rights to participate in the repair issue will not be listed or tradable.
The company is in the process of preparing a prospectus which will be filed with the Financial Supervisory Authority of Norway ("Norwegian FSA"). The subscription period for the Subsequent Offering will start when the prospectus is approved. It is expected that the subscription period in the repair issue will start on or about 15 January and end on or about 26 January 2018.
The date for settlement of the Shares is expected to be shortly after the EGM. The Shares are expected to be tradable within the week commencing 8 January 2018 (which shall not be prior to the date on which the share capital is registered in the Norwegian Register of Business Enterprises and announced by the Company), subject to the approval of the prospectus by the Norwegian FSA. If the prospectus has not been approved by the Norwegian FSA at that point in time, the Shares may be issued on a separate ISIN and delivered to the investors. These shares would thereafter be converted to the existing ISIN of Nordic Mining and become tradable on the Oslo Stock Exchange as soon as practically possible following the approval of the prospectus by the Norwegian FSA.
Following approval of the Private Placement and registration of the new share capital, the Company will have an issued share capital of NOK 66,270,280.80 divided into 110,450,468 shares, each with a par value of NOK 0.60.
For questions, please contact CEO Ivar S. Fossum, telephone +47-930 96 850.
Oslo, 14 December 2017
Nordic Mining ASA
The release is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The Shares have not been and will not be registered under any U.S. federal or state securities laws and may be offered and sold (i) in the United States only to (1) to institutional accredited investors (“Institutional Accredited Investors”) as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the U.S. Securities Act (“Section 4(a)(2)”) and Rule 506 of Regulation D (“Rule 506”), and (2) qualified institutional buyers (“QIBs”) as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) in reliance upon the exemption from registration provided by Rule 144A, and (ii) outside the United States only to non-U.S. persons (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) in compliance with Regulation S. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Private Placement 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 Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.
About Nordic Mining (www.nordicmining.com)
Nordic Mining is a resource company with a focus on high-end industrial minerals and metals in Norway and internationally. The Company's project portfolio is of high international standard and holds significant economic potential.
Nordic Mining is undertaking a large-scale project development at Engebø on the west coast of Norway where the Company has rights and permits to a substantial eclogite deposit with rutile and garnet. Permits for the project have been granted by the Norwegian government, and a prefeasibility study was completed in October 2017. Nordic Mining's associated company Keliber in Finland is in the process of completing its definitive feasibility study and preparing for production of lithium carbonate. Nordic Mining has rights for exploration and production of high-purity quartz in Kvinnherad in Norway. Further, the Company holds exploration rights at Reinfjord in northern Norway where a prospective area of sulphide mineralisation has been discovered. Nordic Mining is also exploring opportunities related to seabed mineral resources. Nordic Mining is listed on Oslo Axess with ticker symbol "NOM".