Nordic Mining ASA — Capital/Financing Update 2017

Dec 14, 2017

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 SOUTH AFRICA OR ANY OTHER

JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. NOT FOR release, PUBLICATION or distribution, in whole or in part

directly or indirectly, (I) IN OR INTO THE united states EXCEPT TO (1)

Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7)

of Regulation D OF THE U.S. Securities Act of 1933, AS AMENDED (THE "U.S.

SECURITIES ACT") AND (2) QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER RULE

144A OF THE U.S. SECURITIES ACT, OR (II) OUTSIDE THE UNITED STATES EXCEPT to non

-U.S. persons (as defined in Regulation S under the U.S. Securities Act

("Regulation S")). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Nordic Mining ASA ("Nordic Mining" or the "Company") has retained Carnegie AS

and Swedbank Norge, branch of Swedbank AB (publ) as Joint Lead Managers and

Bookrunners (the "Managers") to advise on and complete a private placement with

total gross proceeds of between NOK 40 and NOK 60 million (the "Private

Placement").

The subscription price in the Private Placement will be set through an

accelerated bookbuilding process. The Company has received a pre-commitment from

the Barton Group, through its subsidiary The B-L Holding Company ("Barton"), to

subscribe for a number of shares for an aggregate purchase price equal to the

NOK equivalent of USD 1 million. Barton is the leading US garnet producer and

distributor that in November sign a heads of agreement related to offtake and

commercial cooperation for garnet with Nordic Mining. Barton will also

participate in the next phase construction financing to establish the rutile and

garnet operation at Engebø.

The Company has also received significant indications of interest from existing

shareholders and new investors, to subscribe for shares in the Private

Placement.

The application period for the Private Placement commences today at 16:30 CET

and closes 15 December 2017 at 08:00 CET. The Company and the Managers may,

however, at any time resolve to close or extend the bookbuilding period at their

sole discretion and on short notice. The minimum subscription amount in the

Private Placement will be the NOK equivalent of EUR 100,000. The Company may, in

its sole discretion, allocate an amount below EUR 100,000 in the Private

Placement provided that the Company is able to rely on any applicable exemptions

from the prospectus requirement pursuant to applicable regulations, including

the Norwegian Securities Trading Act and ancillary regulations.

The net proceeds from the Private Placement are intended to fund Engebø pre

-construction activities and general corporate activities. As announced in the

stock exchange notice of 30 October 2017, the Company initiated a process to

evaluate the potential funding need for the aforementioned activities. The

identified capital requirement to fund the Company past completion of the

definitive feasibility study ("DFS") and committed bank financing for the Engebø

project is estimated to be approximately USD 12m (including a buffer of

approximately 20%). The Private Placement will enable the Company to continue

the accretive development of the Engebø project on the back of the positive

results from the prefeasibility study, and the net proceeds are expected to be

sufficient to fund the DFS and general corporate activities throughout the third

quarter of 2018. The Company has the flexibility to explore several options in

respect of the remaining pre-construction funding, hereunder divestment of non

-core assets.

The DFS is expected to be completed in the fourth quarter of 2018, and once

completed, the Company expects to have a bankable project in place. This will

enable both debt and equity financing of the remaining construction financing

connected to the Engebø project. Committed bank financing is expected to be in

place in the first quarter of 2019. The Company also believes it has the

flexibility to wait with the front end engineering and design (FEED) until after

the construction financing for Engebø is in place. As previously announced on 20

November 2017, Barton intends to participate in the construction financing of

the Engebø project as an industrial anchor investor. The form and amount of

Barton's contribution will be further negotiated and evaluated as part of the

total solution for project financing.

The number of new shares (the "Shares") offered in the Private Placement will be

dependent on the subscription price and raised gross proceeds. The completion of

the Private Placement is subject to the approval by an Extraordinary General

Meeting (the "EGM") expected to be held on or about 8 January 2017.

The Private Placement will be directed towards Norwegian investors and

international institutional investors, in each case subject to and in compliance

with applicable exemptions from relevant prospectus or registration

requirements. The private placement structure of the transaction will inherently

require a waiver of existing shareholders' preferential rights to subscribe for

the Shares. The Board of Directors of the Company considers such structure and

waiver necessary and appropriate in the interest of time and successful

completion. Subject to the approval of the EGM, a subsequent repair issue will

be offered to shareholders in Nordic Mining as at the end of 14 December 2017

according to the Norwegian Central Securities Depository as of the end of 18

December 2017 that do not participate in the Private Placement and are not

resident in a jurisdiction where such offering would be unlawful, or for

jurisdictions other than Norway, would require any filing, registration or

similar action (the "Eligible Shareholders"). The subscription price in the

repair issue will be equal to the subscription price in the Private Placement.

The Eligible Shareholders will receive the prospectus and subscription form as

soon as the prospectus has been approved by Norwegian FSA. The Eligible

Shareholders' rights to participate in the repair issue will not be listed or

tradable. It is expected that the subscription period in the repair issue will

start on or about 15 January and end on or about 26 January 2018.

The date for settlement of the Shares is expected to be shortly after the EGM,

which is expected to be held on 8 January 2017, subject to extension of the

application period. The Shares are expected to be tradable within the week

commencing 8 January (which shall not be prior to the date on which the share

capital is registered in the Norwegian Register of Business Enterprises and

announced by the Company), subject to the approval of the prospectus by the

Financial Supervisory Authority of Norway ("Norwegian FSA"). If the prospectus

has not been approved by the Norwegian FSA at that point in time, the Shares may

be issued on a separate ISIN and delivered to the investors. These shares would

thereafter be converted to the existing ISIN of Nordic Mining and become

tradable on the Oslo Stock Exchange as soon as practically possible following

the approval of the prospectus by the Norwegian FSA.

For questions, please contact CEO Ivar S. Fossum, telephone +47-930 96 850.

Oslo, 14 December 2017

Nordic Mining ASA

Important information:

This   release   is   an announcement  issued  pursuant  to  legal  information

obligations,  and is subject of the  disclosure requirements pursuant to section

5-12 of  the  Norwegian  Securities  Trading  Act.  It is issued for information

purposes only, and does not constitute or form part of any offer or solicitation

to purchase or subscribe for securities, in the United States or in any other

jurisdiction. The Shares have not been and will not be registered under any U.S.

federal or state securities laws and may be offered and sold (i) in the United

States only to (1) to institutional accredited investors as defined in Rule

501(a)(1), (2), (3) or (7) of Regulation D ("Regulation D") under the U.S.

Securities Act of 1933, as amended (the "U.S. Securities Act"), in reliance upon

the exemption from registration provided by Section 4(a)(2) of the U.S.

Securities Act and Rule 506 of Regulation D, and (2) qualified institutional

buyers as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") in

reliance upon the exemption from registration provided by Rule 144A, and (ii)

outside the United States only to non-U.S. persons (as defined in Regulation S

under the U.S. Securities Act ("Regulation S")) in compliance with Regulation S.

The subscription or purchase of shares in the Company is subject to specific

legal or regulatory restrictions in certain jurisdictions. Neither the Company

nor the Managers assumes any responsibility in the event there is a violation by

any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by

law.  Persons into whose possession this release comes should inform themselves

about and observe any such restrictions.  Any failure to comply with these

restrictions may constitute a violation of the securities laws of any such

jurisdiction.  The Managers are acting  for  the  Company  and no one else in

connection  with the  Private Placement  and will  not be  responsible to anyone

other  than  the  Company  for  providing  the  protections  afforded  to  their

respective  clients or for providing advice in relation to the Private Placement

and/or any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may

contain certain forward-looking statements.  By their nature, forward-looking

statements involve risk and uncertainty because they reflect the Company's

current expectations and assumptions as to future events and circumstances that

may not prove accurate. A number of material factors could cause actual results

and developments to differ materially from those expressed or implied by these

forward-looking statements.

---

About Nordic Mining (www.nordicmining.com)

Nordic Mining is a resource company with a focus on high-end industrial minerals

and metals in Norway and internationally. The Company's project portfolio is of

high international standard and holds significant economic potential.

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. Permits for the project have been

granted by the Norwegian government, and a prefeasibility study was completed in

October 2017. Nordic Mining's associated company Keliber in Finland is in the

process of completing its definitive feasibility study and preparing for

production of lithium carbonate. Nordic Mining has rights for exploration and

production of high-purity quartz in Kvinnherad in Norway. Further, the Company

holds exploration rights at Reinfjord in northern Norway where a prospective

area of sulphide mineralisation has been discovered. Nordic Mining is also

exploring opportunities related to seabed mineral resources. Nordic Mining is

listed on Oslo Axess with ticker symbol "NOM".