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Nordic Mining ASA — Capital/Financing Update 2018
Nov 6, 2018
3678_rns_2018-11-06_5f0767bc-d05e-4661-8d7a-850c2fc4c80d.html
Capital/Financing Update
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Approved Prospectus and start of Subscription Period
Approved Prospectus and start of Subscription Period
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.
The prospectus (the "Prospectus") in connection with the rights issue (the
"Rights Issue") in Nordic Mining ASA ("Nordic Mining" or the "Company") has been
approved by the Financial Supervisory Authority of Norway. The Subscription
Period for the Rights Issue and the Trading Period and listing for the
Subscription Rights starts today, 6 November 2018.
Approved Prospectus
The Financial Supervisory Authority of Norway has reviewed and approved the
Company's Prospectus regarding the Rights Issue of up to 17,391,304 new shares
(the "Offer Shares") at a subscription price of NOK 2.30 per Offer Share, with
tradable and listed Subscription Rights for shareholders as of the end of 1
November 2018 (as registered in the Norwegian Central Securities Depository
("VPS") on 5 November 2018) who are not resident in a jurisdiction where such
offering would be unlawful, or for jurisdictions other than Norway which would
require any filing, registration or similar action (the "Eligible
Shareholders").
Nordic Mining will today publish the Prospectus in connection with the Rights
Issue, the terms and conditions for which were announced on 1 November 2018. The
Prospectus together with the subscription form will be available at
www.nordicmining.com, www.carnegie.no and securities.clarksons.com and will also
be available free of charge at the business offices of Nordic Mining ASA,
Carnegie AS and Clarksons Platou Securities AS.
Carnegie AS and Clarksons Platou Securities AS are joint managers and Kvale
Advokatfirma is legal advisor for the Rights Issue.
Subscription price
The subscription price in the Rights Issue is NOK 2.30 per Offer Share.
The last closing price for the Nordic Mining share prior to announcement of the
contemplated transaction on 11 October 2018 was NOK 2.74. The theoretical ex
-rights price ("TERP"), which takes into account the implicit dilution of the
transaction, is NOK 2.68. The subscription price discount to TERP is
approximately 14%. The Subscription Rights are expected to have an economical
value.
Subscription Rights
Each Eligible Shareholder has received 0.1532942 Subscription Rights for every
one (1) share held based on their shareholding at the end of 1 November 2018, as
registered in the VPS on 5 November 2018. The number of Subscription Rights
issued to each Eligible Shareholder has been rounded down to the nearest whole
Subscription Right.
The holders of Subscription Rights will be entitled to subscribe for and be
allocated one (1) Offer Share for every (1) Subscription Right held. Over
-subscription is permitted.
Subscription Rights transferred to shareholders registered in the VPS will be
fully tradable and listed on Oslo Axess with ticker code "NOM T" and registered
in VPS with ISIN NO 0010834971. The trading period for the Subscription Rights
starts today, 6 November 2018, and ends on 16 November 2018 at 16:30 CET.
Offer Shares that are not subscribed for by holders of Subscription Rights may
be subscribed by other investors.
Offer Shares may be subscribed by investors who are not resident in a
jurisdiction where such offering would be unlawful, or for jurisdictions other
than Norway which would require any filing, registration or similar action.
Regarding further restrictions in respect of who may be allocated or permitted
to acquire or exercise Subscription Rights/subscribe for Offer Shares, reference
is made to Section 5.2.15 "Selling Restrictions and restrictions on distribution
of Subscription Rights" in the Prospectus.
Subscription period for the Offer Shares
From and including 6 November 2018 to 20 November 2018 at 16:30 CET.
Trading in Subscription Rights
From and including 6 November 2018 to 16 November 2018 at 16:30 CET.
Please note that Subscription Rights that are not used to subscribe for Offer
Shares before the end of the subscription period 20 November 2018 at 16:30 CET,
or not sold before 16 November 2018 at 16:30 CET, will lapse without
compensation and consequently be of no value.
Payment, delivery and trading of the Offer Shares
Due date for payment of the Offer Shares is 23 November 2018. The Offer Shares
will carry right to dividends as from the date of registration of the Offer
Shares with the Norwegian Register of Business Enterprises and will be delivered
through the facilities of the VPS. Trading in the Offer Shares on Oslo Axess is
expected to commence on or about 30 November 2018.
Other information
In connection with the Rights Issue, Nordic Mining would like to invite to a
lunch presentation on 9 November at 12.00noon CET at Clarksons Platou's offices
in Munkedamsveien 62C, Oslo. Kindly register at [email protected] or
For further information please contact Birte Norheim, CFO, telephone +47 95 29
33 21.
Oslo, 6 November 2018
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 in Norway and internationally.
The Company's project portfolio is of high international standard and holds a
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. Permits for the project have been
granted by the Norwegian government. The definitive feasibility study was
initiated directly following completion of the prefeasibility study in October
2017. Nordic Mining's associated company Keliber completed the definitive
feasibility study for its lithium project in Finland in June 2018. 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".