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Nordic Mining ASA — Capital/Financing Update 2018
Jan 15, 2018
3678_rns_2018-01-15_ad7b9e2b-4ace-42a4-ab32-ce6b95d56c60.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 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
Reference is made to Nordic Mining ASA's ("Nordic Mining" or the "Company")
stock exchange notice dated 14 December 2017 regarding the Private Placement and
the Subsequent Offering.
The Company will today publish the Prospectus in connection with the Private
Placement and the Subsequent Offering, the terms and conditions for which were
announced on 14 December 2017/8 January 2018. The Financial Supervisory
Authority of Norway (Finanstilsynet) has reviewed and approved the Company's
Prospectus regarding:
(1) Listing on Oslo Axess of 15,625,000 new shares issued in connection with the
Private Placement completed on 14 December 2017 at a subscription price per
share of NOK 3.20; and
(2) Subsequent Offering and listing on Oslo Axess of up to 3,000,000 new shares
("Offer Shares") at a price of NOK 3.20 per Offer Share with Subscription Rights
for shareholders in Nordic Mining as of close of the Oslo Stock Exchange on 14
December 2017, as registered in the Norwegian Central Securities Depository
(VPS) on 18 December 2017 (the "Record Date"), who were not offered shares in
the Private Placement and are not resident in a jurisdiction where such offering
would be unlawful, or would (in jurisdictions other than Norway) require any
prospectus filing, registration or similar action), the "Eligible Shareholders".
In the Subsequent Offering, each Eligible Shareholder has been granted non
-transferrable allocation rights ("Subscription Rights") corresponding with
their pro rata ownership as per Record Date. Eligible Shareholders has received
0.033171 Subscription Rights for every one share held based on their
shareholding. The number of Subscription Rights issued to each Existing
Shareholder has been rounded down to the nearest whole Subscription Right.
Each Subscription Right gives the right to subscribe for and be allocated one
Offer Share in the Subsequent Offering. Over subscription in the Subsequent
Offering is allowed.
The following allocation criteria will be used for allotment of Offer Shares in
the Subsequent Offering:
(1) Offer Shares shall be allocated on the basis of exercised Subscription
Rights;
(2) In the event that not all Offer Shares are allotted by exercising
Subscription Rights, the Eligible Shareholders that have subscribed for more
Offer Shares than they are entitled to shall be allocated Offer Shares in
accordance with the principles set forth in the Public Limited Companies Act
Section 10-4.
The Subscription Period for the Subsequent Offering is from 15 January 2018 to
26 January 2018 at 16:30 CET. Please note that Subscription Rights that are not
used to subscribe for Offer Shares before the expiry of the Subscription Period
will be of no value and lapse will without compensation to the holder.
Allocation of the Offer Shares is expected to take place on or about 29 January
2018. Notifications of allocated Offer Shares in the Subsequent Offering and the
corresponding amount to be paid by each subscriber will be set out in a letter
from the VPS, which will be distributed on or about 30 January 2018. It is
expected that payment for Offer Shares will be made on 2 February 2018. Trading
in Offer Shares on Oslo Axess is expected to commence on or about 8 February
2018. The Offer Shares will be delivered through the facilities of the VPS.
The Managers of the Subsequent Offering are Carnegie AS and Swedbank, and Kvale
Advokatfirma is legal advisor for the Subsequent Offering.
The Prospectus together with the Subscription Form will be available at
www.nordicmining.com, www.carnegie.no and www.swedbank.no. The Prospectus will
also be available free of charge at the business offices of Nordic Mining ASA
and the Managers.
For questions please contact CFO Lars K. Grøndahl, telephone +47 901 60 941.
Oslo, 15 January 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, 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".