Nordic Mining ASA: Private Placement successfully completed

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.

 Reference is made to the stock exchange release from Nordic Mining ASA ("Nordic Mining" or the "Company") published earlier today regarding the contemplated Private Placement.

The Company is pleased to announce that it has raised approximately NOK 57.4 million in gross proceeds through the Private Placement of 28,700,000 new shares (the "New Shares"), at a subscription price per share of NOK 2.0. The subscription price represents a discount of 24 % to the volume-weighted average price of the last 40 trading days. The Private Placement took place through an accelerated bookbuilding process managed by Clarkson Platou Securities AS and Sparebank 1 Markets AS as joint lead managers (together the "Managers") after close of markets on 28 January 2020.

Use of proceeds and procedure

The proceeds from the Private Placement of approximately NOK 57.4 million will be used primarily to finance the Engebø project until the construction financing has been secured. This includes all activities relating to front-end engineering and design (FEED) and to securing a financing package.

The new shares to be issued in connection with the Private Placement will be issued based on a Board authorisation granted by the Company's general meeting held 13 September 2019. The allocated shares are expected to be settled on or around 31 January 2020 through a delivery versus payment transaction on a regular T+2 basis. However, the new shares will not be tradable before the new share capital is registered by the Norwegian Register of Business Enterprises, expected on or about 30 January 2020, based on a pre-payment agreement with the Managers.

Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 118,495,063.20 divided into 197,491,772 shares, each with a par value of NOK 0.60.

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. Taking into consideration the time, costs and expected terms of alternative methods of the securing the necessary funding, as well as the proposed subsequent offering (as described below), the Board of Directors has concluded that the completion of the Private Placement is in the common interest of the shareholders of the Company. 

Subsequent Offering

The Board of Directors of the Company has resolved to call an extraordinary general meeting to grant the Board of Directors authorization to resolve a subsequent offering. The subsequent offering is will consist of up to 10,000,000 new shares and be directed towards existing shareholders in the Company as of the close of the trading today 28 January 2020 (and as registered in the VPS as of the end of 30 January 2020) who are not resident  in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement.

The Company is in the process of preparing a prospectus which will be filed with the Financial Supervisory Authority of Norway. The subscription period for the Subsequent Offering will start when the prospectus is approved.

For additional information, please contact: Birte Norheim, CFO, + 47 95 29 33 21

Oslo, 28 January 2020

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 and exploration of seabed minerals.

Nordic Mining is listed on Oslo Axess with ticker symbol "NOM".