Nordic Mining ASA — AGM Information 2019

Sep 13, 2019

MINUTES FROM EXTRAORDINARY GENERAL MEETING IN NORDIC MINING ASA

On 13 September 2019 at 17:00 hours, an extraordinary general meeting in Nordic Mining ASA was held at the company's premises, Vika Atrium, Munkedamsveien 45 (Entrance A, 5th floor), 0250 Oslo, Norway.

THE AGENDA WAS:

1. Opening of the meeting by the Chairman ofthe Board or a person authorized by him, and registration of attending shareholders and shares represented by proxy

Kjell Roland opened the meeting.

Present and represented by proxy were the shareholders listed in enclosure 1. In total, 16.28 per cent of the share capital was represented.

Ivar S. Fossum and Lars K. Grøndahl from the management were also present. The company's legal counsel, Kvale Advokatfirma DA, being represented by Øystein Løken was also present.

2. Election of Chairman ofthe meeting and one person to co-sign the minutes together with the Chair

Kjell Roland was elected to chair the meeting. Lars K. Grøndahi was elected to countersign the minutes from the meeting together with the Chair of the meeting.

3. Approval ofthe summons and the agenda

The summons and the agenda were approved.

4. Rights issue

Is was protocolled that a shareholder is of the opinion that general meetings should not be held on Friday afternoons.

The general meeting passed the following resolution:

• 1. The share capitalsliall be increased by up to NOK 15,000,000 through the issuance ofup to 25,000,000 new shares, ralsing gross proceeds ofup to NOK35 million.
• 1. The nominal value of each offer sliare is NOK 060.
• 1. The subscription price is NOK 1.40 per offer share.
• 1. The offer shares may be subscribed by shareholders that owned shares in the company as of 13 September 2019 (as documented in the Norwegian Central Securities Depository (VPS) as of 1 7September2019) (tlie "Record Date ") wlio are not resident in a jurisdiction where sucli offering would be unlawful, orforjurisdictions other than

Norway, would require any filing, registration or similar action (the "Eligible Shareholders'9.

• 1. Tradable subscription rights will be issued. The Eligible Shareholders will be gran ted tradable subscription rights corresponding with tlieir pro rata ownership as registered in the VPS per the Record Date. The number ofsubscription rights granted to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each subscription rightgives the right to subscribe for, and be allocated, one share in the rights issue.
• 1. Over-subscription exceeding allotted subscription rights is permitted. In case of over subscription, the offer shares shall be allocated according to the principles setforth in section 10-4 ofthe Public Limited Liability Companies Act.
• 1. Offer shares that are not subscribedfor by Eligible Shareholders may be subscribedfor by other investors who are not resident in ajurisdiction where sucli offering would be unlawful, orforjurisdictions other than Norway, would require any fl/ing, registration or similar action. The Board of Directors will decide on the allocation for such subscriptions based on markets principles.
• 1. The company shall issue a prospectus to be approved by the Fin ancial Supervisory Autliority of Norway. The offer sliares sliall be subscribed on a subscription form enclosed to the prospectus. The subscription period shall be from 18 September to 2 October 2019. The Board ofDirectors may decide to extend the subscription period, nevertlieless itsliall expire no later than 16 October 2019.
• 1. Payment ofthe subscription amountshall be made to a special share issue account. Due date for payment ofthe subscription amount is 7 October 2019. The Board ofDirectors may decide to extend the due date, nevertlieless the due date for payment shall be no later than 21 October 2019. Further criteria will be determined by the Board ofDirectors and described in the prospectus.
• 1. The offer shares shall carry rights to dividend asfrom the date on which tlie capital increase is registered with the Norwegian Register ofBusiness Enterprises.
• 1. The expenses ofthe share capital increase are estimated to not exceed NOK2 million.

On the basis ofthe above resolution, the general meeting passed the following resolution:

Section 4 ofthe Articies ofAssociation is amended to read:

"The company's share capital is [increased by up to NOK 15,000,000] divided on [increased by up to 25,000,000 shares] shares, each with a nominal value ofNOK 0.60. The company's shares shall be registered in the Norwegian Central Securities Depository."

5. Authorization to the Board of Directors to issue shares

The general meeting passed the following resolution:

"The Board ofDirectors ofNordic Mining ASA (the "Company") is authorized to increase the share capital ofthe Company by up to NOK1 7,255,000, by one or more share issues, equal to approximately 20 per cent ofthe total issued sliares at tbe date ofthe resolution.

The authorization may be usedfor tliefollowing purposes:

• (1) Placements and issuance ofshares infavor ofsuitable investors in order to raise additional capital to the Company.
• (2) As consideration, in whole or in part, in connection witli investment in other businesses.

TIie existing shareholders'preferential right to subscribeforshares may be deviatedfrom.

Payment ofshare capital in connection with share capital increase under this authorization may be made with other assets than cash as described in section 10-2 ofthe Public Limited Liability CompaniesAct.

Ifthe Board ofDirectors resolves a cash issue pursuant to tliis authorization, with the consequence that the interests ofthe existing shareholders in the Company necessitates a subsequent offering, the Board ofDirectors shall resolve — or should tliis authorization not be sufficient, within reasonable time ca!!for a general meeting with proposalfor — a share capital increase where the Company's shareholders shall be offered to subscribeforsliares on the same conditions (repair issue).

The Board ofDirectors isgranted authority to amendArticie 4 oftheArticles ofAssociation with regard to the size ofthe share capital in accordance with capital increase(s) determined by the Board ofDirectors pursuant to this authorization.

This authorization shall be valid til! 3OJune 2020.

This authorization replaces the remaining part ofthe authorization issued on 21 May 2019."

All resolutions were passed unanimously. No further items were on the agenda and the general meeting was adjourned.

Sign. Kjell Roland

Sign. Lars K. Grøndahi

Totalt representert

ISIN: N00010317340 NORDIC MINING ASA Generalforsamlingsdato: 13.09.2019 17.00 Dagens dato: 13.09.2019

Antall stemmeberettigede personer representert/oppmott: 2

	A al l ak sj nt er	% k it al ap
T al ak sj ot er	14 3 79 1 77 2
ls k ak sj et se ap s eg ne er -	0
T al eb ti ak sj ot t st et et em m er g er	14 3 79 1 77 2
R d ak sj nt t ep re se er ve eg ne er	4 94 9	% 0, 00
fo rh d R d nt t te ep re se er ve n ss m m e	82 7 19 1	% 0, 58
S ak sj E u m gn e er	8 3 2 14 0	% 0 ,5 8
fu ll ak R d nt t t ep re se er ve m	3 02 0 49 9	% 2, 10
R d ei k nt t st st ep re se er ve em m n ru s	19 55 1 27 1	13 0 ,6 %
fu ll ak S te u m m r	22 57 1 7 7 0	% 15 ,7 0
lt T eb ti ta te rt st et et o re p re se n em m er g	23 4 0 3 9 10	% 16 ,2 8
lt T A K ta te rt o re p re se n av	23 4 0 3 9 10	% 16 ,2 8

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DNB Bank ASA NORDIC MIN ING ASA