Nordic Mining ASA — Capital/Financing Update 2026

Jan 15, 2026

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 OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

Oslo, 15 January 2026 - Reference is made to the stock exchange announcement by

Nordic Mining ASA ("Nordic Mining" or the "Company") (OSE ticker: NOM) earlier

today regarding an operational update for the fourth quarter of 2025. As

described in such announcement, the Company is contemplating an equity raise to

raise gross proceeds of approx. NOK 200 million ("Offer Size"). The equity raise

will be structured as a private placement (the "Private Placement") of new

shares (the "Offer Shares") to be issued by the Company, consisting of two

tranches as follows: one tranche with up to 10,833,333 Offer Shares ("Tranche

1") and a second tranche with a number of Offer Shares that results in a total

transaction (i.e. both tranches) equal to the Offer Size ("Tranche 2")..

The subscription price per Offer Share in the Private Placement (the "Offer

Price") is fixed at NOK 12.

The Company has engaged Clarksons Securities AS and Pareto Securities AS (the

"Managers") as managers in connection with the Private Placement.

Use of proceeds

The gross proceeds to the Company from the Private Placement, including the cash

balance of NOK 52 million in the parent Company as well as the cash balance of

NOK 273 million in Engebø Rutile and Garnet AS (100% owned subsidiary of the

Company), will be used to fund (i) net ramp-up cost including working capital,

(ii) expansion and maintenance CAPEX, (iii) interest payments, (iv) transaction

fees, (v) cash buffer, and (vi) general corporate purposes.

Subject to a successful equity raise and the current cash balance in the Group

of approximately NOK 325 million, the Company expects to be fully funded and

continues to target full ramp-up by late 2026.

Pre-commitments

The Company has obtained pre-commitments from certain investors and existing

shareholders, subject to customary conditions, to subscribe for Offer Shares in

the Private Placement. Svelland Capital Ltd, the largest shareholder of the

Company with approx. 20.00% of the current shares outstanding, has pre-committed

to subscribe for, and will be allocated, approx. NOK 40 million at the Offer

Price in the Private Placement. Fjordavegen Holding AS, the third largest

shareholder of the Company with approx. 10.44% of the current shares

outstanding, has pre-committed to subscribe for, and will be allocated, approx.

NOK 20 million at the Offer Price in the Private Placement. Orion Mineral

Royalty Fund LP has pre-committed to subscribe for, and will be allocated,

approx. NOK 30 million at the Offer Price in the Private Placement.

Application period

The application period for the Private Placement commences today, 15 January

2026, at 16:30 (CET) and will close on 16 January 2026 at 08:00 (CET). The

Company may, however, at its sole discretion, extend or shorten the application

period at any time and for any reason. If the application period is shortened or

extended, any other dates referred to herein may be amended accordingly.

Allocation

The allocation of Offer Shares (conditional for Tranche 2) will be made at the

sole discretion of the Company's board of directors (the "Board") in

consultation with the Managers following the expiry of the application period.

Allocation will be based on criteria such as (but not limited to), pre

-commitments, indications from the pre-sounding phase, existing ownership in the

Company, timeliness of order, relative order size, sector knowledge, perceived

investor quality and investment horizon.

Notification of allocation (conditional for Tranche 2) and payment instructions

is expected to be sent by the Managers on or about 16 January 2026 before 09:00

(CET).

The pre-committing investors have agreed to receive parts of or their entire

allocation of Offer Shares in Tranche 2. The Company will seek to accommodate

other applicants who request to be allocated Offer Shares in Tranche 2. All

other applicants will receive their entire allocation in Tranche 1.

Conditions for completion

New shares pertaining to the Offer Shares in Tranche 1 will be issued pursuant

to an authorisation granted to the Board by the Company's annual general meeting

held on 27 May 2025 (the "Board Authorisation"). The issue of new shares

pertaining to the Offer Shares in Tranche 2 is subject to approval of the

Company's extraordinary general meeting expected to be held on or about 9

February 2026 (the "EGM"). Existing shareholders in the Company which are

allocated Offer Shares in the Private Placement will irrevocably undertake to

vote in favour of, or give a voting proxy to be used in favour of, all of the

Board's proposed resolutions relating to the Private Placement at the EGM. Such

undertaking applies to all shares in the Company held or controlled (directly or

indirectly) by such existing shareholders as of the record date for the EGM.

Completion of Tranche 1 is subject to: (i) the Board resolving to proceed with

the Private Placement and to allocate the Offer Shares, (ii) the Board resolving

to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization,

(iii) the Board resolving to call for an EGM and propose (among others) that the

EGM resolves to issue the Offer Shares in Tranche 2, (iv) the Pre-Payment

Agreement (as defined below) being in full force and effect, (v) the share

capital increase pertaining to the issuance of the Offer Shares in Tranche 1

being validly registered with the Norwegian Register of Business Enterprises

(the "NRBE"), and (vi) the Offer Shares in Tranche 1 being validly issued and

registered in the Norwegian Central Securities Depository (Euronext Securities

Oslo or "VPS") (jointly, the "Tranche 1 Conditions"). Completion of Tranche 2 is

subject to (i) the completion of Tranche 1, (ii) a resolution by the EGM to

issue the Offer Shares in Tranche 2, (iii) the Pre-Payment Agreement being in

full force and effect, (iv) the share capital increase pertaining to the

issuance of the Offer Shares in Tranche 2 being validly registered with the

NRBE, and (v) the Offer Shares in Tranche 2 being validly issued and registered

in the VPS (jointly, the "Tranche 2 Conditions", and together with the Tranche 1

Conditions, the "Conditions")

Completion of Tranche 1 is not conditional upon completion of Tranche 2. The

settlement of Offer Shares under Tranche 1 will remain final and binding and

cannot be revoked, cancelled or terminated by the respective applicants if

Tranche 2 is not completed.

The Company reserves the right to cancel the Private Placement at any time and

for any reason prior to notification of allocation. There can be no assurance

that the Conditions will be satisfied. If the Conditions are not satisfied, the

Private Placement (in whole or just Tranche 2) may be revoked or suspended

without any compensation to applicants.

Settlement

Settlement for Tranche 1 is expected to take place on or about 21 January 2026,

subject to, among other things, the satisfaction of the Tranche 1 Conditions and

handling time for registration of the share capital increase relating to Tranche

1 in the Norwegian Register of Business Enterprises (the "NRBE").

Settlement for Tranche 2 is expected to take place on or about 12 February 2026,

subject to the satisfaction of the Tranche 2 Conditions and handling time for

registration of the share capital increase relating to Tranche 2 in the NRBE.

Settlement for both Tranche 1 and Tranche 2 will be conducted on a delivery

-versus-payment basis ("DVP"). DVP settlement structure for Tranche 1 and

Tranche 2 in the Private Placement is expected to be facilitated by a pre

-payment agreement expected to be entered into between the Company and the

Managers (the "Pre-Payment Agreement").

The first day of trading on Euronext Oslo Børs for the Offer Shares is expected

on or about 20 January 2026 for Tranche 1 and on or about 11 February 2026 for

Tranche 2, in each case subject to registration of the relevant share capital

increase in the NRBE. The Company will announce when such registrations have

taken place.

Lock-ups

In connection with the Private Placement, the Company and members of the

Company's management and Board have entered into certain lock-up undertakings

with the Manager for a period of six (6) months following completion of the

Private Placement, subject to certain customary carve-outs.

Selling restrictions

The Private Placement will be offered to investors subject to applicable

exemptions from relevant prospectus requirements in accordance with Regulation

(EU) 2017/1129 (also as it forms part of the United Kingdom domestic law by

virtue of the European Union Withdrawal Act 2018 (the "UK Prospectus

Regulation")) and is directed towards investors subject to available exemptions

from relevant registration requirements, (i) outside the United States in

reliance on Regulation S under the US Securities Act of 1933 (the "US Securities

Act") and (ii) in the United States to "qualified institutional buyers" (QIBs)

as defined in Rule 144A under the US Securities Act, pursuant to an exemption

from the registration requirements under the US Securities Act as well as to

major U.S. institutional investors under SEC Rule 15a-6 to the United States

Exchange Act of 1934.

The minimum application and allocation amount has been set to the NOK equivalent

of EUR 100,000 per investor. The Company may, however, at its sole discretion,

allocate an amount below EUR 100,000 to the extent applicable exemptions from

the prospectus requirements pursuant to Regulation (EU) 2017/1129 and ancillary

regulations are available. Further selling restrictions and transaction terms

will apply.

Equal treatment of shareholders and subsequent offering

The Private Placement represents a deviation from the shareholders' pre-emptive

right to subscribe for the Offer Shares. The Board has considered the structure

of the contemplated Private Placement in light of the rules on equal treatment

under the Norwegian Securities Trading Act and is of the opinion that the

proposed Private Placement is in compliance with these requirements.

The Company has experienced technical and operational challenges during the ramp

-up phase of the Engebø Project, resulting in delays in achieving expected

design capacity and, consequently, in the anticipated timing for the Company to

achieve positive cash flow. In light of the foregoing and the Company's

anticipated short-term liquidity requirements, the Board considers it to be in

the common interest of the Company and its shareholders to raise equity through

a private placement, as the Private Placement will enable the Company to secure

financing required to secure and strengthen the liquidity and financial position

of the Group on an expedited basis. Such financing could not be obtained within

the requisite timeframe through alternative structures with longer lead times,

such as a rights issue.

Subject to completion of the Private Placement and certain other conditions, the

Company may also decide to carry out a subsequent offering (the "Subsequent

Offering") of new shares at the Offer Price which, subject to applicable

securities law, will be directed towards existing shareholders in the Company as

of 15 January 2026 (as registered in the VPS two trading days thereafter), who

(i) were not included in the pre-sounding phase of the Private Placement, (ii)

were not allocated Offer Shares in the Private Placement, and (iii) 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. A Subsequent Offering will require approval by the EGM and

approval and publication of a prospectus to be prepared by the Company. The

Company reserves the right in its sole discretion not to conduct or to cancel

any Subsequent Offering based on market conditions and other relevant factors.

The Company will issue a separate stock exchange notice with further details on

the Subsequent Offering if and when finally resolved.

Advisors

Clarksons Securities AS and Pareto Securities AS are acting as managers in the

Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the

Company in connection with the Private Placement.

Contacts

For further information, please contact:

Finn Ivar Marum, CEO

Tel: +47 982 06 339

finn.ivar.marum@nordicmining.com

or visit: https://nordicmining.com/

***

This information is considered to include inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange

announcement was published by Tord Meling, CFO in Nordic Mining ASA, on 15

January 2026, at 17:00 (CET).

About Nordic Mining

Nordic Mining ASA is a resource company with focus on critical minerals. The

Company is undertaking a large-scale industrial development at Engebø on the

west coast of Norway through its wholly owned subsidiary, Engebø Rutile and

Garnet AS, which has mining rights and permits to a substantial eclogite deposit

with rutile and garnet.

In addition, the Group holds a landowner agreement for exploration and

development of a high purity quartz deposit in the Kvinnherad Municipality in

Norway and is currently conducting a test work program where bulk samples from

the deposit will be used for pilot scale processing of high purity quartz

product through a full cycle process. Nordic Mining's project portfolio is of

high international standards and holds significant economic potential. The

assets, and in particular the wholly owned Engebø Project, provide a solid value

basis for Nordic Mining's shareholders.

Nordic Mining is listed on Oslo Stock Exchange

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. Copies of this announcement are not being made and may

not be distributed or sent into any jurisdiction in which such distribution

would be unlawful or would require registration or other measures. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

registered under the US Securities Act, and accordingly may not be offered or

sold in the United States absent registration or an applicable exemption from

the registration requirements of the Securities Act and in accordance with

applicable U.S. state securities laws. The Company does not intend to register

any part of the offering or their securities in the United States or to conduct

a public offering of securities in the United States. Any sale in the United

States of the securities mentioned in this announcement will be made solely to

"qualified institutional buyers" as defined in Rule 144A under the Securities

Act and "major U.S. institutional investors" as defined in Rule 15a-6 under the

United States Exchange Act of 1934.

In any EEA Member State, this communication is only addressed to and is only

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129, as amended, together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The Company does not provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. Neither the

Managers nor any of their affiliates accepts any liability arising from the use

of this announcement.