Nordic Mining ASA — AGM Information 2017

May 2, 2017

To the shareholders in Nordic Mining ASA

SUMMONS TO THE ORDINARY GENERAL MEETING IN NORDIC MINING ASA

The ordinary general meeting in Nordic Mining ASA will be held

Tuesday 23 May 2017 at 16:30 hours

at the company's premises, Vika Atrium, Munkedamsveien 45 (Entrance A, 5th floor), 0250 Oslo, Norway.

THE AGENDA IS:

• 1. Opening of the meeting by the Chairman of the Board or a person authorized by him, and registration of attending shareholders and shares represented by proxy
• 2. Election of Chairman of the meeting and one person to co-sign the minutes together with the Chairman
• 3. Approval of the summons and the agenda
• 4. Approval of the financial statements and the annual report, including the report on corporate governance

5. Determination of remuneration to the Board of Directors

The Nomination Commitee proposes the following remuneration for 2016:

Chairman:	NOK 330,000
Deputy Chairman:	NOK 200,000
Board members:	NOK 200,000

6. Determination of remuneration to the Nomination Committee

The following remuneration is proposed for 2016:

Leader:	NOK 40,000
Members:	NOK 20,000

7. Determination of remuneration to the company's auditor

It is proposed that the remuneration to the company's auditor is settled according to the auditor's invoicing.

8. Election of Board of Directors

The term for the following board members expires as of this year's ordinary general meeting:

Tore Viana-Rønningen	Board member
Hilde Myrberg	Board member
Mari Thjømøe	Board member

The Nomination Committee has in accordance with the company's articles of association and in connection with the upcoming general meeting, presented its recommendation for the composition of the Board of Directors. The Nomination Committee proposes that Tore Viana-Rønningen and Mari Thjømøe are re-elected and that Eva Kaijser is elected as new board member.

If the general meeting elects a new Board of Directors in accordance with the Nomination Committee's recommendation, the Board of Directors will consist of the following:

Tarmo Tuominen	Chairman	term expires AGM 2018
Kjell Roland	Deputy Chairman	term expires AGM 2018
Tore Viana-Rønningen	Board member	term expires AGM 2019
Mari Thjømøe	Board member	term expires AGM 2019
Eva Kaijser	Board member	term expires AGM 2019

The Nomination Committee's recommendation, which contains information of the proposed board members, will be available on the company's website www.nordicmining.com.

In accordance with the Norwegian Code of Practice for Corporate Governance, the general meeting will be given the opportunity to vote for each candidate separately.

9. Election of members to the Nomination Committee

Leader of the Nomination Committee, Ole G. Klevan, is subject to election. One additional member is also subject to election. It is proposed that Ole G. Klevan is re-elected as leader and that Brita Eilertsen is elected as new member.

If the general meeting votes in accordance with the proposal, the Nomination Committee will consist of the following:

Ole G. Klevan	Leader	term expires AGM 2019
Brita Eilertsen	Member	term expires AGM 2019
Hans Olav Kvalvaag	Member	term expires AGM 2018

10. The Board of Director's declaration of remuneration policy for the executive management

Pursuant to the Public Limited Liability Companies Act § 6-16 a) ref. § 5-6 (3) the general meeting is required to consider the Board of Directors' declaration of remuneration.

The Board of Directors' declaration is as follows:

"(1) Principles for the remuneration of the executive management for 2017:

The Board of Directors of Nordic Mining ASA is responsible for determining the remuneration of the Chief Executive Officer. The Chief Executive Officer is, together with the Board, again responsible for the remuneration of the members of the management team. The principle which is used to determine the remuneration is that the total compensation package shall reflect the responsibility and duties resting with the management team, and that the employee contributes to the long term creation of values in the Nordic Mining Group. It is important that the company can offer a competitive remuneration package that enables the company to attract the skills and competencies needed to support the strategic development of the company, nationally as well as internationally.

The company has an option program that includes the executive management. The option program remains effective until the ordinary general meeting in 2018.

The Chief Executive Officer and the management team participate in ordinary pension and insurance schemes which are applied for all employees in Nordic Mining ASA. The company has employment agreements for the Chief Executive Officer and the management team with ordinary terms and conditions, including terms and conditions in relation to resignation and salary in the period of notice.

The Board of Directors has not set an upper or lower limit for the salary of the management team except for the principles stated above.

(2) The executive management remuneration policy for 2016 has been in accordance with the principles that were approved in the ordinary general meeting in 2016.

(3) The pension scheme for the executive management is the same as for 2016 and none of the executive management employees have retired in 2016. None of the executive management employees have received severance pay upon termination of employment in 2016."

In connection with the Board of Directors' declaration of remuneration for the executive management for 2017 as described above, an advisory referendum will be held.

The Board of Directors proposes that the general meeting passes the following resolution:

"The general meeting noted the Board of Directors' declaration of remuneration for the executive management for 2017."

11. Authorization to the Board of Directors to issue shares

On 18 May 2016, the general meeting in Nordic Mining ASA gave the Board of Directors an authorization to issue shares in connection with raising capital for the company. The authorization was used during 2016.

The Board of Directors proposes that the general meeting passes a new authorization as further described below.

The background for the proposal is that it is desirable that the Board of Directors is granted authorization to issue shares in connection with transactions and raising of capital for the further development and investments related to the company's projects. An authorization to the Board of Directors will give the company a tool for effective completion and development of the values of the project portfolio.

To ensure the company sufficient flexibility, it is proposed that the authorization gives the Board of Directors ability to deviate from the existing shareholders' preferential right to subscribe for shares, cf. section 10-4 of the Norwegian Public Limited Liability Companies Act. The background for the proposal is that it is desirable that the Board of Directors is given possibilities to carry out private placements towards other companies or persons, or to carry out transactions within the company's core business areas against consideration in shares, in whole or in part.

The Board of Directors proposes that the general meeting passes the following resolution:

"The Board of Directors of Nordic Mining ASA (the "Company") is authorized to increase the share capital of the Company by up to NOK 8.5 million, by one or more share issues, equal to approximately 14.9 per cent of the total issued shares at the date of this summons.

The authorization may be used for the following purposes:

• (1) Placements and issuance of shares in favor of suitable investors in order to raise additional capital to the Company.
• (2) As consideration, in whole or in part, in connection with investment in other businesses.

The existing shareholders' preferential right to subscribe for shares may be deviated from.

Payment of share capital in connection with share capital increase under this authorization may be made with other assets than cash as described in section 10-2 of the Public Limited Liability Companies Act.

If the Board of Directors resolves a cash issue pursuant to this authorization, with the consequence that the interests of the existing shareholders in the Company necessitates a subsequent offering, the Board of Directors shall resolve – or should this authorization not be sufficient, within reasonable time call for a general meeting with proposal for – a share capital increase where the Company's shareholders shall be offered to subscribe for shares on the same conditions (repair issue).

The Board of Directors is granted the authority to amend Article 4 of the Articles of Association with regard to the size of the share capital in accordance with capital increase(s) determined by the Board of Directors pursuant to this authorization.

This authorization shall be valid till 30 June 2018.

This authorization replaces the remaining part of the authorization given on 18 May 2016, cf section 12 in the minutes from the ordinary general meeting held 18 May 2016, and applies in addition to the authorization issued 18 May 2016 comprising a total amount of NOK 1.7 million, related to the Company's share option program for leading employees and other qualified resource persons."

The Board of Directors is not aware of circumstances of substantial importance relating to the issuance of the authorization in addition to the information stated above and information previously communicated to the market.

*****

Shareholders wishing to attend the general meeting must inform the company's registrar DNB Bank ASA no later than 19 May 2017 at 16:00 (CET). Shareholders who have not given notice as described above within the above-mentioned deadline may be denied entrance, ref section 9 of the Articles of Association.

Please use the form enclosed. Notice of attendance may also be given electronically via VPS Investor Services. To get access to electronic registration, a pin code and a reference number must be stated. Alternatively by email to genf@dnb.no or mail to DnB Bank ASA, Registrar's Department, P. O. Box 1600 Sentrum, N-0021 Oslo, Norway.

Shareholders who do not have the opportunity to be present at the general meeting, may be represented by a representative. The form for issuance of proxy, with more detailed instructions for use of the proxy form, is enclosed. The proxy form may be sent to DnB Bank ASA, Registrar's Department, or electronically via VPS Investors Services, by the abovementioned deadline. Identity papers of both the proxy and the shareholder, and a company certificate if the shareholder is a legal entity, must be enclosed to the proxy form.

A shareholder who cannot attend at the general meeting, may prior to the general meeting cast a vote on each agenda item via VPS Investor Services. The deadline for prior voting is 19 May 2017 at 16:00 (CET). Until the deadline, votes already cast may be changed or withdrawn. Votes already cast prior to the general meeting will be considered as withdrawn in the event of a shareholder attending the general meeting in person or by proxy.

If shares are registered by a nominee in the VPS register, cf. section 4-10 of the Norwegian Public Limited Companies Act, and the beneficial shareholder wants to vote for their shares, the beneficial shareholder must re-register the shares in a separate VPS account in its own name prior to the general meeting, or prove that the transfer to such account has been reported to the VPS prior to the general meeting.

Nordic Mining ASA is a Norwegian public limited liability company subject to the Norwegian Public Limited Companies Act. As per the date of this notice, the company has 94,825,468 issued shares. Each share gives one voting right. The shares do also in all other respects carry equal rights.

A shareholder may bring an advisor to the general meeting and let one advisor speak on its behalf.

A shareholder has the right to propose draft resolutions for items included on the agenda and to require that members of the board of directors and the CEO in the general meeting provide available information about matters which may affect the assessment of (i) the approval of the annual accounts and the annual report, (ii) items which are presented to the shareholders for decision, and (iii) the company's financial situation, including information about activities in other companies in which the company participates, and other matters to be discussed in the general meeting, unless the requested information cannot be disclosed without causing disproportionate harm to the company.

This notice and other relevant documentation, including copies of the annual report with financial statements, the Board of Directors' report and the auditor's report for 2016, the recommendation by the election committee and the Articles of Association are available at www.nordicmining.com. Shareholders may contact the company by mail, email or phone in order to request the documents in question: Nordic Mining ASA, Munkedamsveien 45, N-0250 Oslo, Norway, email: post@nordicmining.com or phone: + 47 22 94 77 90. The documents are also available at the company's office.

Oslo, 1 May 2017 The Board of Directors of Nordic Mining ASA