Approved Prospectus and start of Subscription Period
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES (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.
The prospectus (the "Prospectus") in connection with the rights issue (the "Rights Issue") in Nordic Mining ASA ("Nordic Mining" or the "Company") has been approved by the Financial Supervisory Authority of Norway. The Subscription Period for the Rights Issue and the Trading Period and listing for the Subscription Rights starts today, 6 November 2018.
Approved Prospectus
The Financial Supervisory Authority of Norway has reviewed and approved the Company's Prospectus regarding the Rights Issue of up to 17,391,304 new shares (the "Offer Shares") at a subscription price of NOK 2.30 per Offer Share, with tradable and listed Subscription Rights for shareholders as of the end of 1 November 2018 (as registered in the Norwegian Central Securities Depository ("VPS") on 5 November 2018) who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action (the "Eligible Shareholders").
Nordic Mining will today publish the Prospectus in connection with the Rights Issue, the terms and conditions for which were announced on 1 November 2018. The Prospectus together with the subscription form will be available at www.nordicmining.com, www.carnegie.no and securities.clarksons.com and will also be available free of charge at the business offices of Nordic Mining ASA, Carnegie AS and Clarksons Platou Securities AS.
Carnegie AS and Clarksons Platou Securities AS are joint managers and Kvale Advokatfirma is legal advisor for the Rights Issue.
Subscription price
The subscription price in the Rights Issue is NOK 2.30 per Offer Share.
The last closing price for the Nordic Mining share prior to announcement of the contemplated transaction on 11 October 2018 was NOK 2.74. The theoretical ex-rights price ("TERP"), which takes into account the implicit dilution of the transaction, is NOK 2.68. The subscription price discount to TERP is approximately 14%. The Subscription Rights are expected to have an economical value.
Subscription Rights
Each Eligible Shareholder has received 0.1532942 Subscription Rights for every one (1) share held based on their shareholding at the end of 1 November 2018, as registered in the VPS on 5 November 2018. The number of Subscription Rights issued to each Eligible Shareholder has been rounded down to the nearest whole Subscription Right.
The holders of Subscription Rights will be entitled to subscribe for and be allocated one (1) Offer Share for every (1) Subscription Right held. Over-subscription is permitted.
Subscription Rights transferred to shareholders registered in the VPS will be fully tradable and listed on Oslo Axess with ticker code "NOM T" and registered in VPS with ISIN NO 0010834971. The trading period for the Subscription Rights starts today, 6 November 2018, and ends on 16 November 2018 at 16:30 CET.
Offer Shares that are not subscribed for by holders of Subscription Rights may be subscribed by other investors.
Offer Shares may be subscribed by investors who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action.
Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise Subscription Rights/subscribe for Offer Shares, reference is made to Section 5.2.15 "Selling Restrictions and restrictions on distribution of Subscription Rights" in the Prospectus.
Subscription period for the Offer Shares
From and including 6 November 2018 to 20 November 2018 at 16:30 CET.
Trading in Subscription Rights
From and including 6 November 2018 to 16 November 2018 at 16:30 CET.
Please note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the subscription period 20 November 2018 at 16:30 CET, or not sold before 16 November 2018 at 16:30 CET, will lapse without compensation and consequently be of no value.
Payment, delivery and trading of the Offer Shares
Due date for payment of the Offer Shares is 23 November 2018. The Offer Shares will carry right to dividends as from the date of registration of the Offer Shares with the Norwegian Register of Business Enterprises and will be delivered through the facilities of the VPS. Trading in the Offer Shares on Oslo Axess is expected to commence on or about 30 November 2018.
Other information
In connection with the Rights Issue, Nordic Mining would like to invite to a lunch presentation on 9 November at 12.00noon CET at Clarksons Platou’s offices in Munkedamsveien 62C, Oslo. Kindly register at corpaccess@clarksons.com or events@carnegie.no.
For further information please contact Birte Norheim, CFO, telephone +47 95 29 33 21.
Oslo, 6 November 2018
Nordic Mining ASA
Nordic Mining ASA (www.nordicmining.com)
Nordic Mining ASA ("Nordic Mining" or "the Company") is a resource company with focus on high-end industrial minerals and metals in Norway and internationally. The Company's project portfolio is of high international standard and holds a significant economic potential. The Company's assets are in the Nordic region. 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. The definitive feasibility study was initiated directly following completion of the prefeasibility study in October 2017. Nordic Mining's associated company Keliber completed the definitive feasibility study for its lithium project in Finland in June 2018. 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".