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Nordic Mining ASA

Capital/Financing Update Feb 23, 2023

3678_rns_2023-02-23_1b7ad91e-3f66-450f-b518-78ebc7f0adb2.html

Capital/Financing Update

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Nordic Mining and Orion Resource Partners signs USD 55 million binding investment agreement

Nordic Mining and Orion Resource Partners signs USD 55 million binding investment agreement

Nordic Mining ASA ("Nordic Mining" or the "Company") is pleased to announce that

its wholly owned subsidiary Nordic Rutile AS has signed binding agreements with

a fund managed by Orion Resource Partners ("Orion") for USD 55 million

investment in the Engebø Rutile and Garnet Project (the "Engebø Project"). The

investment comprises a USD 50 million non-dilutive royalty instrument to Nordic

Rutile AS and USD 5 million in equity, which will be contributed to Nordic

Mining ASA. The royalty instrument is secured, subordinate to the USD 100

million senior secured bond issued on 9 November 2022, subject to the terms of

an Intercreditor Agreement.

Highlights:

· Investment of USD 55 million from mining private equity fund that

specializes in mining investments

· USD 50 million in a non-dilutive royalty instrument

· USD 5 million in equity at the same terms as in the contemplated Private

Placement

· Royalty payments equal to 11% of gross revenue from the Engebø Project

· Royalty to hold second priority lien on senior security package, subject to

the terms of an Intercreditor Agreement

The agreements are inter alia subject to certain conditions precedent which are

customary for this type of agreements to be satisfied before close of the equity

investment and drawdown of the USD 50 million royalty financing, respectively.

Through this investment agreement, Nordic Mining has secured around 76% of the

full project financing package of USD 277 million, which will include both a

contingency of around USD 25 million and a project reserve of USD 30 million.

The remaining project financing amounting to around USD 66 million, will be

carried out in a contemplated Private Placement to be resolved at the

Extraordinary General Meeting to be held on Friday 3 March 2023. Nordic Mining

intends, as stated in the summons, to propose a subsequent repair offering

(subsequent offering) of new shares at the same subscription price as in the

Private Placement towards existing shareholders not offered to participate in

the Private Placement, subject to the completion and final terms of the Private

Placement and equal treatment considerations, and other considerations.

"We are pleased to have formally signed with Orion as a cornerstone investor in

the Engebø Project. We see that the project, which is well into construction and

will be the first critical mineral project in Norway, has received very good

response from leading international, as well as Norwegian and Scandinavian

investors for the upcoming equity raise", says Ivar Fossum, CEO of Nordic

Mining.

Clarksons Securities AS and SpareBank 1 Markets AS act as Financial Advisers in

relation to the Project Financing of the Engebø Rutile and Garnet Project.

Orion Resource Partners (www.orionrp.com)

Orion Resource Partners is an $8.0 billion global asset management firm that

specializes in institutional investment strategies in precious and base metals

and minerals, many of which are currently leveraged to stimulus and

infrastructure spend and the push to decarbonize. Headquartered in NYC and with

offices in Denver, London, and Sydney, Orion includes a team of 65 professionals

with backgrounds in metals finance, physical metals logistics and sales, and in

-house technical professionals responsible for risk assessment and portfolio

management.

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

60 909.

Oslo, 23 February 2023

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. 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". an

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