Nordic Mining ASA – Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA 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.
Nordic Mining ASA ("Nordic Mining" or the "Company") has retained Clarksons Platou Securities AS and Swedbank Norge, branch of Swedbank AB (publ) in cooperation with Kepler Cheuvreux as Joint Lead Managers and Bookrunners to advise on and effect a private placement directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and registration requirements (the "Private Placement").
The Company is offering up to 12,950,000 new shares in the Private Placement, representing up to approximately 9.9% of the outstanding capital of the Company. The subscription price in the Private Placement will be determined through an accelerated bookbuilding process to be conducted by the Managers. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The application period for the Private Placement opens today at 16:30 CEST and closes 29 May 2019 at 08:00 CEST (the "Application Period"). The Managers and the Company may, however, at any time and for any reason resolve to close or extend the Application Period at their sole discretion and on short notice.
The Company has received pre-subscriptions of a total of NOK 13 million from the Barton Group and Verdipapirfondet Nordea Avkastning with NOK 8 and NOK 5 million respectively. Barton Group is the leading US garnet producer and distributor and has signed a Heads of Agreement related to offtake and commercial cooperation for garnet with Nordic Mining.
The proceeds from the Private Placement will be used primarily to finance the Company's ongoing Definitive Feasibility Study of the Engebø project and general corporate purposes. The Definitive Feasibility Study's main purpose is to qualify the project for bankability.
In addition to the financing of the Engebø project, the Company will, both in the near and long-term horizon continue to assess opportunities including possible acquisitions and possible divestments. Such potential investments or acquisitions may need to be financed by new equity.
The allocation of new shares in the Private Placement will be made at the discretion of the Company's Board of Directors in consultation with the Joint Lead Managers. Completion of the Private Placement is subject to approval by the Board of Directors of the Company following the end of the Application Period.
An updated Company presentation is attached to this notice. For further information, please contact: Birte Norheim (CFO) at +47 9529 3321 or firstname.lastname@example.org.
Oslo, 28 May 2019
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. 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 which are jointly owned with the Institute for Energy Technology. The Group has also taken initiatives related to seabed mineral exploration in Norway and participates in the MarMine research project. Further, the Group is investigating a high-quality quartz deposit in Kvinnherad in western Norway and holds exploration rights for nickel and PGE in a prospective geologic province in Reinfjord in northern Norway.
Nordic Mining is listed on Oslo Axess with ticker symbol "NOM".
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in the United States of America, Canada, Australia, South Africa or Japan and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. This document is not an offer for sale of securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. The Company does not intend to register any part of the Private Placement in the United States of America.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Joint Lead Managers are acting for the Company in connection with the Private Placement and no one else 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 or any transaction or arrangement referred to in this press release.