Nordic Mining ASA

Share Issue/Capital Change • Mar 2, 2023

NORDIC MINING ASA: CONTEMPLATED PRIVATE PLACEMENT

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 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 Nordic Mining ASA's ("Nordic Mining" or the "Company")

stock exchange release on 2 February 2023 regarding the contemplated private

placement of NOK 940 million (USD 90 million equivalent) in order to fully

finance the Engebø Project and satisfy relevant financing conditions.

Nordic Mining has retained Clarkson Securities AS and SpareBank 1 Markets AS as

joint bookrunners (together the "Managers") to advise on and effect a private

placement of new shares directed towards Norwegian and international investors

after the close of Oslo Stock Exchange today (the "Private Placement"), in each

case subject to and in compliance with applicable exemptions from relevant

prospectus, filing and other registration requirements.

Private Placement

The following investors have, subject to certain customary conditions, pre

-committed to subscribe for, and will be allocated, Offer Shares for the

following amounts in the Private Placement:

· Iwatani Corporation ("Iwatani"): approximately NOK 192 million

· Orion Mineral Royalty Fund I LP ("Orion"): the NOK equivalent of USD 5

million

· Further, commodity specialist Svelland Capital has pre-committed USD 10

million and Fjordavegen Holding (led by key EPC partners and other local

investors) has pre-committed NOK 132 million. Additionally, the Managers have

received material indications from several large Norwegian family offices,

including Songa Capital.

The subscription price in the Private Placement will be determined by the board

of directors on the basis of an accelerated bookbuilding process 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 applicable regulations, including

Regulation (EU) 2017/1129 (the EU Prospectus Regulation) as implemented pursuant

to the Norwegian Securities Trading Act and ancillary regulations are available.

Conversion of convertible loan:

Following a successful placing of the Private Placement, the Company's

convertible loan with Fjordavegen Holding approved by the General Meeting on 4

February 2022 will be converted. Fjordavegen Holding will, pursuant to the

convertible loan agreement, convert the loan with accrued interests, in total

NOK 139,621,875, at the same subscription price as in the Private Placement.

Use of proceeds and procedure

The net proceeds from the Private Placement will be used to finance the

remaining equity component for the development and construction of the Engebø

Rutile and Garnet Project, which together with other sources of committed

equity, debt, and other financing will fully finance the project up to start of

production.

The bookbuilding period for the Private Placement opens today at 16:30 CET and

closes on 3 March 2023 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 completion of the Private Placement by delivery of new shares is conditioned

upon: (i) new shares being allocated for the full offer size, (ii) all necessary

corporate resolutions being validly made by the Company, including (without

limitation) the extraordinary general meeting of the company resolving to issue

new shares for NOK 900 million and the board resolving to issue new shares for

approx. NOK 40 million pursuant to a board authorization, (iii) receipt of

payment in full for all the new shares, and (iv) registration of the share

capital increase relating to the new shares in the Norwegian Register of

Business Enterprise (NRBE)s.

Settlement of the Private Placement is expected to take place on 7 March 2023,

subject to registration of the share capital increase in the NRBE. The allocated

shares will be delivered to the applicant's account with the Norwegian Central

Securities Depository on a delivery versus payment ("DVP") basis as soon as

practicable after the abovementioned conditions have been met. DVP settlement to

other investors than Iwatani Corporation is expected to be facilitated through a

pre-funding agreement to be entered into between the Company and the Managers.

The New Shares are expected to be tradable upon delivery, subject to the

approval of a listing prospectus by the Financial Supervisory Authority of

Norway ("Prospectus"). The Prospectus is expected to be approved on or about 6

March 2023.

Equal treatment considerations:

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 in order to secure funding of the Engebø Project and

its progress. Taking into consideration the time, costs and expected terms of

alternative methods of securing the necessary funding the Board of Directors has

concluded that the launch of the Private Placement is in the common interest of

the shareholders of the Company.

Based on the outcome and terms of the Private Placement, the Board of Directors

intends to propose a subsequent offering for existing shareholders in the

Company as of the end of trading 2 March 2023 (and as registered in the VPS as

of the end of 6 March 2023) 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 did not

participate in the market sounding of the Private Placement or were not

allocated New Shares in the Private Placement.

More information, included risks associated with the investment, see attached

company presentation.

For further information, please contact Clarksons Securities (+47 220 16 301) or

SpareBank 1 Markets (+47 241 47 470).

For further information, please contact CFO Christian Gjerde, telephone +47 980

60 909.

Oslo, 2 March 2023

Nordic Mining ASA

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act.

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. 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".