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Nordic Mining ASA — Capital/Financing Update 2021
Feb 24, 2021
3678_iss_2021-02-24_1ed5ba49-49d9-43a1-a48a-28c951bde6bd.html
Capital/Financing Update
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Nordic Mining ASA: Contemplated Private Placement for participation in Keliber EUR 40 million equity raise
Nordic Mining ASA: Contemplated Private Placement for participation in Keliber EUR 40 million equity raise
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.
Nordic Mining ASA ("Nordic Mining" or the "Company") has retained Clarkson
Platou Securities AS and SpareBank 1 Markets AS as joint lead managers (together
the "Managers") to advise on and effect an undocumented private placement of new
shares directed towards Norwegian and international investors after the close of
Oslo Stock Exchange today (the "Private Placement").
Private Placement
In the Private Placement, Nordic Mining is offering up to 32 million new shares,
representing up to approximately 16.2% of the outstanding capital. The price in
the Private Placement will be determined through an accelerated bookbuilding
process to be conducted by the Managers. The minimum application and allocation
amount have been set to the NOK equivalent of EUR 100,000. The Company may
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations are available.
Use of proceeds and procedure
The proceeds will primarily be used towards participation in the Keliber EUR 40
million equity raise announced in a press release from Keliber on 23 February
2021, as described in Nordic Mining's stock exchange release yesterday, in which
leading international mining company Sibanye-Stillwater will invest up to EUR 30
million for approximately 30% shareholding in Keliber, and existing shareholders
will be offered to subscribe for shares for up to EUR 10 million on the same
terms as Sibanye-Stillwater.
In addition to the initial investment, Sibanye-Stillwater will play a key role
as an industrial anchor investor in the project financing planned for mid-2022,
and has in accordance with the investment agreement the option to secure a
majority shareholding in Keliber, following the completion of the updated
feasibility study planned for Q1 2022. The agreement represents a considerable
de-risking of the project and a major milestone towards realizing Keliber as the
first European lithium producer.
Nordic Mining believes the partnership with and investment from Sibanye
Stillwater will offer great value to new and existing shareholders, and has the
intention of subscribing for up to NOK 45 million (EUR 4.5 million) in order to
maintain the Company's exposure to fast-growing European lithium market at
attractive terms. Nordic Mining's minimum secured pro rata allocation is EUR
1.63 million.
"With our first investment in Keliber already in 2008, Nordic Mining has been a
pioneer in developing production of battery grade lithium in Europe. We are
enthusiastic about Keliber having teamed up with an experienced industrial
partner like Sibanye-Stillwater, and that Keliber now will have sufficient
financing towards construction", says CEO Ivar S. Fossum.
The remaining proceeds will be used towards securing financing for the Engebø
project, and preparing for execution, development of NORA's (a subsidiary of
Nordic Mining) position within the seabed minerals resources area, and general
corporate purposes and business development.
The bookbuilding period for the Private Placement opens today at 16:30 CET and
closes on 25 February 2021 at 08:00 CET. The Managers and the Company may,
however, at any time resolve to close or extend the bookbuilding period, or
cancel the Private Placement, at their sole discretion and on short notice. The
new shares to be issued in connection with the Private Placement will be issued
based on a Board authorization granted by the Company's general meeting held 14
May 2020. Allocated shares are expected to be settled on or around 1 March 2021
through a delivery versus payment transaction on a regular t+2 basis. However,
the new shares will not be tradable before the new capital is registered by the
Norwegian Register of Business Enterprises, expected on or about 26 February
2021, based on a pre-payment agreement with the Managers.
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 of the Private Placement in order to obtain the
proceeds for participation in the Keliber equity raise, and to secure a
financing package for the Engebø project, and prepare for construction.
For more information, including risks associated with the investment, see the
attached company presentation.
For additional information please contact Clarksons Platou Securities (+47
22016301) or SpareBank 1 Markets (+47 24147470)
Oslo, 24 February 2021
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. 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 16.3% 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 Euronext Expand Oslo with ticker symbol "NOM".