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 (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, 18 September 2019.
Approved Prospectus
The Financial Supervisory Authority of Norway has reviewed and approved the Company's Prospectus regarding the Rights Issue of up to 25,000,000 new shares (the "Offer Shares") at a subscription price of NOK 1.40 per Offer Share, with tradable and listed Subscription Rights for shareholders as of the end of 13 September 2019 (as registered in the Norwegian Central Securities Depository ("VPS") on 17 September 2019) 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 13 September 2019. The Prospectus together with the subscription form will be available at www.nordicmining.com and www.sb1markets.no and will also be available free of charge at the business offices of Nordic Mining ASA and SpareBank 1 Markets AS.
SpareBank 1 Markets AS is manager and Kvale Advokatfirma is legal advisor for the Rights Issue.
Subscription price
The subscription price in the Rights Issue is NOK 1.40 per Offer Share.
The last closing price for the Nordic Mining share prior to announcement of the contemplated transaction on 12 September 2019 was NOK 1.975. The theoretical ex-rights price ("TERP"), which takes into account the implicit dilution of the transaction, is NOK 1.89. The subscription price discount to TERP is approximately 25.9%. The Subscription Rights are expected to have an economical value.
Subscription Rights
Each Eligible Shareholder has received 0.1738625 Subscription Rights for every one (1) share held based on their shareholding at the end of 13 September 2019, as registered in the VPS on 17 September 2019. 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 S" and registered in VPS with ISIN NO0010864143. The trading period for the Subscription Rights starts today, 18 September 2019, and ends on 30 September 2019 at 16:30 CEST.
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 4.2.15 "Selling Restrictions and restrictions on distribution of Subscription Rights and Offer Shares" in the Securities Note in the Prospectus.
Subscription period for the Offer Shares
From and including 18 September 2019 to 2 October 2019 at 16:30 CEST.
Trading in Subscription Rights
From and including 18 September 2019 to 30 September 2019 at 16:30 CEST.
Please note that Subscription Rights that are not used to subscribe for Offer Shares before the end of the subscription period 2 October 2019 at 16:30 CEST, or not sold before 30 September 2019 at 16:30 CEST, 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 7 October 2019. 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 15 October 2019.
Other information
In connection with the Rights Issue, Nordic Mining would like to invite to the following lunch presentations: 24 September at 10:00 CEST at SpareBank 1 Markets | Olav Vs Gate 5, Oslo, 25 September at 12:30 CEST at SpareBank 1 Markets | Bjergsted Terasse 1, Stavanger and 27 September at 11:00 at SpareBank 1 Markets | Søndre Gate 4, Trondheim. Kindly register at corporateaccess@sb1markets.no.
For further information please contact CFO Birte Norheim, telephone +47 95 29 33 21.
Oslo, 18 September 2019
Nordic Mining ASA
About 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. The Company’s project portfolio is of high international standard and holds 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. Nordic Mining also holds 18.5% of the shares in Keliber Oy, which is developing a lithium project in Finland to become the first European producer of battery grade lithium hydroxide.
In addition, Nordic Mining holds interests in other initiatives at various stages of development. This includes patented rights for a new technology for production of alumina, exploration of seabed minerals and high-purity quartz.
Nordic Mining is listed on Oslo Axess with ticker symbol “NOM”.