Nordic Mining ASA: Contemplated Private Placement for participation in Keliber EUR 40 million equity raise
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Nordic Mining ASA ("Nordic Mining" or the "Company") has retained Clarkson Platou Securities AS and SpareBank 1 Markets AS as joint lead managers (together the "Managers") to advise on and effect an undocumented private placement of new shares directed towards Norwegian and international investors after the close of Oslo Stock Exchange today (the "Private Placement").
Private Placement
In the Private Placement, Nordic Mining is offering up to 32 million new shares, representing up to approximately 16.2% of the outstanding capital. The 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 have 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.
Use of proceeds and procedure
The proceeds will primarily be used towards participation in the Keliber EUR 40 million equity raise announced in a press release from Keliber on 23 February 2021, as described in Nordic Mining's stock exchange release yesterday, in which leading international mining company Sibanye-Stillwater will invest up to EUR 30 million for approximately 30% shareholding in Keliber, and existing shareholders will be offered to subscribe for shares for up to EUR 10 million on the same terms as Sibanye-Stillwater.
In addition to the initial investment, Sibanye-Stillwater will play a key role as an industrial anchor investor in the project financing planned for mid-2022, and has in accordance with the investment agreement the option to secure a majority shareholding in Keliber, following the completion of the updated feasibility study planned for Q1 2022. The agreement represents a considerable de-risking of the project and a major milestone towards realizing Keliber as the first European lithium producer.
Nordic Mining believes the partnership with and investment from Sibanye Stillwater will offer great value to new and existing shareholders, and has the intention of subscribing for up to NOK 45 million (EUR 4.5 million) in order to maintain the Company’s exposure to fast-growing European lithium market at attractive terms. Nordic Mining’s minimum secured pro rata allocation is EUR 1.63 million.
“With our first investment in Keliber already in 2008, Nordic Mining has been a pioneer in developing production of battery grade lithium in Europe. We are enthusiastic about Keliber having teamed up with an experienced industrial partner like Sibanye-Stillwater, and that Keliber now will have sufficient financing towards construction”, says CEO Ivar S. Fossum.
The remaining proceeds will be used towards securing financing for the Engebø project, and preparing for execution, development of NORA's (a subsidiary of Nordic Mining) position within the seabed minerals resources area, and general corporate purposes and business development.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes on 25 February 2021 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period, or cancel the Private Placement, at their sole discretion and on short notice. The new shares to be issued in connection with the Private Placement will be issued based on a Board authorization granted by the Company's general meeting held 14 May 2020. Allocated shares are expected to be settled on or around 1 March 2021 through a delivery versus payment transaction on a regular t+2 basis. However, the new shares will not be tradable before the new capital is registered by the Norwegian Register of Business Enterprises, expected on or about 26 February 2021, based on a pre-payment agreement with the Managers.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion of the Private Placement in order to obtain the proceeds for participation in the Keliber equity raise, and to secure a financing package for the Engebø project, and prepare for construction.
For more information, including risks associated with the investment, see the attached company presentation.
For additional information please contact Clarksons Platou Securities (+47 22016301) or SpareBank 1 Markets (+47 24147470)
Oslo, 24 February 2021
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 16.3% 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 and exploration of seabed minerals.
Nordic Mining is listed on Euronext Expand Oslo with ticker symbol “NOM”.