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Nordic Mining ASA — Capital/Financing Update 2020
Jan 28, 2020
3678_rns_2020-01-28_5db06c30-2872-4c4e-93a3-80198edf20ff.html
Capital/Financing Update
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Nordic Mining ASA: Private Placement successfully completed
Nordic Mining ASA: Private Placement successfully completed
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.
Reference is made to the stock exchange release from Nordic Mining ASA ("Nordic
Mining" or the "Company") published earlier today regarding the contemplated
Private Placement.
The Company is pleased to announce that it has raised approximately NOK 57.4
million in gross proceeds through the Private Placement of 28,700,000 new shares
(the "New Shares"), at a subscription price per share of NOK 2.0. The
subscription price represents a discount of 24 % to the volume-weighted average
price of the last 40 trading days. The Private Placement took place through an
accelerated bookbuilding process managed by Clarkson Platou Securities AS and
Sparebank 1 Markets AS as joint lead managers (together the "Managers") after
close of markets on 28 January 2020.
Use of proceeds and procedure
The proceeds from the Private Placement of approximately NOK 57.4 million will
be used primarily to finance the Engebø project until the construction financing
has been secured. This includes all activities relating to front-end engineering
and design (FEED) and to securing a financing package.
The new shares to be issued in connection with the Private Placement will be
issued based on a Board authorisation granted by the Company's general meeting
held 13 September 2019. The allocated shares are expected to be settled on or
around 31 January 2020 through a delivery versus payment transaction on a
regular T+2 basis. However, the new shares will not be tradable before the new
share capital is registered by the Norwegian Register of Business Enterprises,
expected on or about 30 January 2020, based on a pre-payment agreement with the
Managers.
Following registration of the new share capital pertaining to the Private
Placement, the Company will have a share capital of NOK 118,495,063.20 divided
into 197,491,772 shares, each with a par value of NOK 0.60.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement is considered necessary in the interest of time
and successful completion. Taking into consideration the time, costs and
expected terms of alternative methods of the securing the necessary funding, as
well as the proposed subsequent offering (as described below), the Board of
Directors has concluded that the completion of the Private Placement is in the
common interest of the shareholders of the Company.
Subsequent Offering
The Board of Directors of the Company has resolved to call an extraordinary
general meeting to grant the Board of Directors authorization to resolve a
subsequent offering. The subsequent offering is will consist of up to 10,000,000
new shares and be directed towards existing shareholders in the Company as of
the close of the trading today 28 January 2020 (and as registered in the VPS as
of the end of 30 January 2020) who 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, who were not
allocated shares in the Private Placement (the "Subsequent Offering"). The
subscription price in the Subsequent Offering will be equal to the subscription
price in the Private Placement.
The Company is in the process of preparing a prospectus which will be filed with
the Financial Supervisory Authority of Norway. The subscription period for the
Subsequent Offering will start when the prospectus is approved.
For additional information, please contact: Birte Norheim, CFO, + 47 95 29 33 21
Oslo, 28 January 2020
Nordic Mining ASA
About 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. The Company's project
portfolio is of high international standard and holds 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. Nordic Mining also holds 18.5% of the
shares in Keliber Oy, which is developing a lithium project in Finland to become
the first European producer of battery grade lithium hydroxide.
In addition, Nordic Mining holds interests in other initiatives at various
stages of development. This includes patented rights for a new technology for
production of alumina and exploration of seabed minerals.
Nordic Mining is listed on Oslo Axess with ticker symbol "NOM".