NOMI - LETTER OF INTENT BETWEEN THE BOARD OF DIRECTORS OF RANA GRUBER AS AND NORDIC MINING ASA
The parties have agreed on a value of Rana Gruber on a 100% basis consisting partly of a fixed amount of NOK 95 million and a variable amount based on the results for Rana Gruber in 2007 and 2008. The fixed amount shall be adjusted accordingly if any dividends are distributed before the transaction takes place.
An offer for all the shares in Rana Gruber is conditioned on Nordic Mining's due diligence investigation. The final terms and conditions for an offer will be established subsequent to the completion of the due diligence. An offer is expected to be presented in December 2006. Nordic Mining intends to finance the purchase of all shares in Rana Gruber without issuing new shares.
An acquisition of Rana Gruber is subject to approval from Norwegian authorities, and Nordic Mining intends to apply for concession when the acceptance of the share purchase offer has been clarified.
As a consequence of the Letter of Intent, Nordic Mining has decided to extend the subscription period for the ongoing rights issue. The subscription period is extended till Friday 24 November 2006 at 16:00 (CET).
A supplement to the prospectus for the rights issue dated 1 November 2006 is available at www.nordicmining.com, and on the webpage of the manager CAR ASA at www.car1.no. The supplement has been distributed to the shareholders in Nordic Mining.
About Rana Gruber AS
Rana Gruber AS is carrying out mining and beneficiation of iron ore from its own ore deposits located in the Dunderland valley, north of Mo i Rana in Nordland, Norway. The company is selling iron ore concentrates to European steel works and other market segments. Rana Gruber has developed a product line of highly refined iron oxide concentrates which are tailored for advanced industrial applications. In 2005 Rana Gruber had a sales income of NOK 195 million and a profit after tax of NOK 24 million. The company is based in Mo i Rana with 175 employees. Rana Gruber is owned by current and former employees in the company.
Further information about Rana Gruber is available at www.ranagruber.no.
About Nordic Mining ASA
Nordic Mining ASA was incorporated on 8 May 2006 through the de-merger of Rocksource's business within exploration of metals and minerals. Through the de-merger Nordic Mining has received the economic interest in 4 gold concessions in Ecuador. Rocksource and Nordic Mining have entered into a technology license agreement, which grants Nordic Mining a perpetual global license to all EM- and reservoir management technologies, owned or licensed by Rocksource within the mining industry.
Nordic Mining has entered into an agreement with ConocoPhillips Investments Norge AS whereby Nordic Mining has acquired their rights to a world-class rutile (titanium dioxide) deposit at Engebøfjellet in Sogn and Fjordane, Norway. The company has entered into cooperation agreements with NGU (The Geological Survey of Norway) and NTNU (Norwegian University of Science and Technology) regarding prospecting and development of mineral resources.
Nordic Mining is registered on the Oslo OTC with ticker code NOMI.
Further information about Nordic Mining is available at www.nordicmining.com.
For further information about the Letter of Intent and the two companies, please contact:
Arve Lein, CEO Rana Gruber AS, tel. +47 911 04 461
Ivar S. Fossum, CEO Nordic Mining ASA, tel. +47 930 96 850, or
Lars K. Grøndahl, CFO Nordic Mining ASA, tel. +47 901 60 941.
Oslo, 20 November 2006
Nordic Mining ASA
Mo i Rana, 20 November 2006
Rana Gruber AS