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Nordic Mining ASA Investor Presentation 2021

Feb 24, 2021

3678_iss_2021-02-24_019a4216-22b5-47b0-95cd-368bffe30e4b.pdf

Investor Presentation

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IMPORTANT NOTICE

The presentation (the "Presentation") has been prepared by Nordic Mining ASA ("Nordic Mining" or the "Company") with the assistance of Clarkson Platou Securities AS and SpareBank 1 Markets AS (the "Financial Advisors") , solely for use at a presentation to future potential investors (the "Investors") in the Company.

The Presentation does not in any way constitute an offer to purchase shares in the Company.

This Presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person.

NO REPRESENTATION OR WARRANTY / DISCLAIMER OF LIABILITY

The information contained in this Presentation is solely based on information provided by the Company and its subsidiaries (the "Group"). The information in this Presentation has not been verified by the Financial Advisor. None of the Financial Advisor, the Group or subsidiary undertakings or affiliates, or any directors, officers, employees, advisors or representatives of any of the aforementioned (collectively the "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in this Presentation is or can be relied upon as a promise or representation by the Financial Advisor, the Group or any of their Representatives.

None of the Financial Advisor, the Group or any of their Representatives shall have any liability whatsoever (in negligence or otherwise) arising directly or indirectly from the use of this Presentation or its contents or otherwise arising in a future investment in the Company, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation.

Neither the Financial Advisor, nor the Group, have authorized any other person to provide any of the Investors with any other information related to the Group and neither the Financial Advisor nor the Group will assume any responsibility for any information other persons may provide.

NO UPDATES

This Presentation speaks as at the date set out on its front page. Neither the delivery of this Presentation nor any further discussions of the Group with any of the Investors shall, under any circumstances, create any implication that there has been no change in the affairs of the Group since such date. Neither the Financial Advisor nor the Group assume any obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation (including in relation to forward-looking statements).

NO INVESTMENT ADVICE

The contents of this Presentation shall not be construed as financial, legal, business, investment, tax or other professional advice. The Investors should consult their own professional advisers for any such matter and advice. SpareBank 1 Markets is acting exclusively for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Sparebank 1 Markets for providing advice, in relation to any potential offering of securities of the Company.

FORWARD LOOKING STATEMENTS

This Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Group and the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", "expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions.

Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Financial Advisor or the Group or cited from third party sources, are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forward-looking statements. None of the Financial Advisor, the Group or any of their Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments.

CONFLICT OF INTEREST

In the ordinary course of their respective businesses, the Financial Advisor and certain of their respective affiliates have engaged, and will continue to engage, in investment and commercial banking transactions with the Group.

DISTRIBUTION RESTRICTIONS

This Presentation is not directed at, or intended for distribution to or use by, any person or entity that is a citizen or resident located in any state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require registration of licensing within such jurisdiction.

INFORMATION AS TO THE UNITED STATES

Any potential offer of securities will be offered and sold in the United States only to QIBs and outside the United States to persons other than U.S. persons or non-U.S. purchasers in reliance upon Regulation S. The shares of the Company have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States unless registered under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or in compliance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. In the United States, these materials are directed only at persons reasonably believed to be "qualified institutional buyers" ("QIB") as defined under the Securities Act. Any person who is not a Relevant Person or QIB should not accept these materials, not act or rely on these materials. These materials are not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local laws or regulations. The Company does not accept any liability to any person in relation to the distribution or possession of these materials in or from any jurisdiction.

GOVERNING LAW AND JURISDICTION

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.

Key risks specific to Nordic Mining or its industry Key risks specific to the securities

  • Development of the Group's assets will depend upon the Group's ability to obtain financing
  • The operations of the Group are pre-commercial and will only be developed provided technical, environmental and financial feasibility
  • The Group is subject to production and operating risk, including unexpected geological formations, mine failures, explosives, availability of production equipment and potential damage to equipment, property and infrastructure
  • The Group is subject to risk related to changes in mineral and metal prices, government regulations, political and environmental factors
  • The minerals and metals industries are highly competitive and the Group has no guarantee that this competition will not have an adverse effect at some point on the Group's ability to acquire, explore and develop its mineral and metals resource deposits
  • There is no assurance that the Group will be successful in obtaining governmental permits, licenses and approvals related to its projects on conditions acceptable to the Group
  • The Group's estimates as to the size of the mineral resources and ore reserves are in accordance with the JORC code (2012 edition). Actual operating results may deviate from these estimates
  • Development of the Group's projects are subject to various risks, including the size of required capital expenditures, processing costs and other financial and non-financial aspects that may impact project return

  • The price of the Shares could fluctuate significantly

  • Future sales, or the possibility for future sales, including by existing shareholders, of substantial number of Shares could affect the Shares' market price
  • Future issuances of Shares or other securities could dilute the holdings of shareholders and could materially affect the price of the Shares
  • Investors may not be able to exercise their voting rights for Shares registered in a nominee account
  • The transfer of the Shares may be subject to restrictions on transferability and resale in certain jurisdictions
  • Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid on the Shares for an investor whose principal currency is not NOK

Adverse developments or occurrences in any of the risk factors may have a material adverse effect on the business and financial condition of the Group

    1. Highlights and transaction summary
    1. Keliber Lithium
    1. Engebø Rutile and Garnet
    1. Nordic Ocean Resources
    1. Key investment highlights
    1. Appendix

Sustainable production of high-end industrial minerals

Rutile (Titanium dioxide)

  • Environmentally friendly pigment
  • Air cleaning surface materials
  • Aircraft/aerospace
  • Health applications

Garnet

• Health and environmentally friendly cutting and blasting material

Lithium

• Batteries for electric vehicles and renewable energy storage

R&D - Alumina

• Patented technology for green alumina production with integrated CO2 consumption

Valuable assets nearing construction

Engebø – Rutile and Garnet (100%)

  • Post-tax NPV@ 8% of USD 344m and IRR 20%
  • Payback <5 years from start of production
  • Life of Mine of 42 years, with substantial resources for future extension
  • All major permits granted
  • Heads of Agreement for rutile offtake and financing with Japanese trading house
  • Favorable location, jurisdiction and infrastructure

Keliber – Lithium (16.3%)

  • Post-tax IRR 22%
  • Payback ~5 years from start of production
  • First European producer of lithium hydroxide
  • Forecasted cost leader in 2025 by Roskill
  • Favorable location, jurisdiction and infrastructure

Responding to the need of Critical Raw Materials

  • EU Commission has taken actions to make EU's raw material supply more secure and sustainable
  • EU's list of Critical Raw Materials reflects economic importance and supply challenges
  • Titanium and Lithium are both on the list of critical raw materials
  • Nordic Mining is a member of European Raw Material Alliance (ERMA)

Board of Directors and Management team

  • Kjell Roland, Chairman • Former CEO of Norfund
  • Previous experience as partner and CEO in ECON Management AS and ECON Analysis
  • Finance / economics background

  • Comprehensive international management experience from mining, coatings and construction industries as well as consulting
  • Technical / financial background

Benedicte Nordang, Board member

  • 20 years' experience from the offshore industry, including various management positions from Equinor ASA and Aker Marine Contractors
  • Held board positions in the mining industry for more than 10 years, including for Nussir ASA and Wega Mining ASA

Antony Beckmand, Board member

  • More than 20 years' experience in financial, commercial and corporate roles within the mining industry
  • Currently CEO of Sydvaranger AS (iron ore) and has previous industry experience across a range of commodities

Eva Kaijser, Board member

  • More than 22 years of experience in the Swedish mining industry, including 11 years in Boliden
  • Finance / industry background

Board of Directors Management team

Ivar S. Fossum, CEO

  • 14 years with Nordic Mining (since founding)
  • 20 years experience from management positions in Norsk Hydro and FMC Technologies

Christian Gjerde, CFO

  • Employed as of August 2020
  • Broad management experience from NorgesGruppen ASA, Telenor ASA, and Yara International ASA. Experience from large-scale mining projects and operations in Brazil, Ethiopia and Finland.

Kenneth Nakken Angedal, Project Manager Engebø

• Employed as of August 2018

• 12 years with Nordic Mining

• Broad management and project coordination experience from various management positions in the ABB Group

Mona Schanche, VP Resource and Sustainability

Lars K. Grøndahl, Senior Advisor

• 14 years with Nordic Mining (since founding)

• Geologist with broad mining background

• Broad experience from various industrial management positions

Type of transaction: Private placement
Shares outstanding: 197,491,772 shares prior to the Private
placement
Number of shares to be issued: Up to 32,000,000 shares
Issue price: To be determined through book building
Book building period: Start of book building period: 24rd
of
February 2021 at 16:30 hours (CET)
End of book building period:25th
of February
2021 at 08:00 hours (CET)
Allocation notification: 25th
of February 2021 before opening of
markets
Minimum subscription: The NOK or share equivalent of EUR 100,000
Joint bookrunners: Clarksons Platou Securities and Sparebank1
Markets

Use of proceeds

  • Most of the proceeds (up to NOK 45m) will be used towards participation in EUR 40m Keliber equity raise in order to maintain exposure to fast-growing European lithium market.
  • NOK 15m will be towards securing financing for the Engebø project and preparing for execution.
  • NOK 10m will used towards developing a strategy for how to commercialize NOMs position within the NORA seabed initiative
  • Remaining NOK 15m will be used for general corporate purposes and business development.

    1. Highlights and transaction summary
    1. Keliber Lithium
    1. Engebø Rutile and Garnet
    1. Nordic Ocean Resources
    1. Key investment highlights
    1. Appendix

Keliber secures significant financing from strategic investor

  • Keliber and leading international mining company Sibanye Stillwater have entered into an investment agreement for an initial phased equity investment of EUR 30 million for approximately 30% shareholding in Keliber
  • In addition, existing shareholders will be offered to subscribe for shares for up to EUR 10 million on the same terms as the investment from Sibanye-Stillwater, securing Keliber bridge financing of in total EUR 40 million to progress Keliber's lithium project towards construction
  • The agreement represents a considerable de-risking of the project and a major milestone towards realizing Keliber as the first European lithium producer
  • Sibanye-Stillwater plans to 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
  • 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. The minimum secured pro-rata allocation is EUR 1.63 million
  • Keliber's lithium project is expected completed in 2024

Sibanye-Stillwater – global precious metals group

company, with a diverse portfolio of platinum group metal (PGM) operations: the largest primary producer of platinum and rhodium, second largest producer of palladium, and third ranked gold producer globally.

• Production in South Africa and Northern America • Revenue USD 7.7 billion (2020 year) • Market capitalisation USD 14 billion • Personnel 80 000 • Listed in Johannesburg Stock Exchange (JSE:SSW) and

New York (NYSE:SBSW) 33%

-

19 % Production

(oz %) 2020

48%

12

Sibanye-Stillwater, a significant multi-metal company

-

-

-

Positioned to be first supplier of battery grade lithium in Europe

  • Europe is at the global forefront in the EV revolution, with Norway as a spearhead
  • Massive increase in EVs drives need for large-scale Li-ion battery production
  • Refined lithium is today supplied mainly from China, with large CO2 footprint and less certain supply-chains
  • Keliber is the most progressed lithium resource, and is in position to become the first integrated producer in Europe
  • Keliber is forecasted by Roskill to become global cost leader

Lithium prices have rallied, boosting interest for lithium projects

  • Driven by the massive increase in adaptation of EV's and improved investor sentiment towards the green transition, lithium development equities has seen a positive movement over the past year
  • Keliber peer-group has gained 681 % on average since the private placement in Keliber in March 2020
  • The peer-group of lithium developers have been selected based on:
    • Nature of ore-body, only hard-rock
    • Jurisdiction, Finland is favorable
    • Project phase, only post PFS
    • MCap above EUR 100m

Peer Group: Critical Elements, Core Lithium, European Metals, Frontier Lithium, Liontown Resources, Piedmont Lithium, Sigma Lithium (The companies have been weighted equally)

Vertically integrated producer 3 days from European markets

  • One of the most lithium-bearing areas in Europe
  • Production of high purity lithium hydroxide from own ore reserves with efficient technology
  • Chemical plant by in the port of Kokkola provides tolling opportunities
  • Mineral concentrator re-located closer to mine site enabling best cost position
  • De-risked process through pilot trials of concentration, conversion and hydrometallurgy

Major milestones outlined towards production start-up

Keliber timeline:

DFS update: Q1 2022
Environmental
permits:
Kokkola
Kaustinen Päiväneva
~Q4 2021
~Q2 2022
Project financing: 2022
Production start-up: 2024

    1. Highlights and transaction summery
    1. Keliber Lithium
    1. Engebø Rutile and Garnet
    1. Nordic Ocean Resources
    1. Key investment highlights
    1. Appendix

Large dual-mineral resource with high grade rutile and garnet

  • Hard-rock deposit located in western Norway, a politically stable country
  • 2.5 km long eclogite orebody outcropping at surface
  • Geotechnical stable rock allowing for efficient mining
  • Low impurities, negligible content of heavy metals and radioactive elements
  • Location by the North Sea with ice free, deep sea quay provides advantageous logistics
  • 40 minutes drive from Førde regional centre and two local airports
  • Renewable hydro power in close proximity
  • Region of skilled, industrial labour with maintenance and service vendors available
  • Initial mine life of approximately 40 years

Highest rutile grade in the industry gives processing advantages

0

Minerals with unique properties and fundamental drivers

Market drivers

  • Titanium has unique properties as oxide and metal
  • Rutile has the highest grade of titanium feedstocks and improves efficiency and reduces waste
  • Higher growth rates in emerging markets and aerospace industry

Market drivers

  • Emerging mineral with strong growth and potential
  • No substitutes for garnet in waterjet cutting
  • Performance enhancement and environmental and health benefits in blasting
  • Improved recycling properties

DFS update unlocks significant CAPEX reduction

  • Preliminary numbers indicate reduction in initial CAPEX in the range of USD 100 million compared to 2020 DFS (USD 311 million)
  • Process plant layout finalized; physical footprint reduced by around 40%
  • Proposals received for mechanical, infrastructure and mining; technical reviews ongoing
  • Execution strategy based on 4 EPC packages
  • Engaging with world class Project Management Consultants (PMC) for execution
  • Operational license reconfirmed by Directorate of Mining, final decision awaited from Ministry of Trade, Industry and Fisheries

ESG integrated in the development of the Engebø project

Reduce environmental footprint

Ensure a safe and healthy work environment

Being socially responsible

  • Use of electrical dryers instead of natural gas fueled dryers results in more than 80% reduction of total CO2 emissions
  • New process chemicals have been approved by the Environment Agency, reducing consumption by 99%
  • Project execution strategy with strong owner's team integrated with Project Management Consultants (PMC) and EPC vendors
  • Integrated Stakeholder Engagement Plan finalized. Local resource group established

Integrated ESG Management Plans in line with IFC standards

Integrated ESG Management Plans for Engebø are being developed in line with International Finance Corporation's (IFC) standards:

  • Stakeholder Engagement Plan finalized
  • Energy Management Plan in progress and planned completed Q1 2021
  • Extractive Waste Management Plan in preparation and planned completed H1 2021
  • Closure and Rehabilitation Plan planned completed H2 2021

Other plans will be developed in preparation for construction:

  • Industrial and Domestic Waste Management Plan
  • Emergency Prevention and Response Plan
  • Construction Environmental Management Plan
  • Internal Control System Implementation Plan

DFS update important milestone towards construction

    1. Highlights and transaction summary
    1. Keliber Lithium
    1. Engebø Rutile and Garnet
    1. Nordic Ocean Resources
    1. Key investment highlights
    1. Appendix

Norwegian regulation open for new strategy on seabed minerals

  • NORA initiated discussions on seabed exploration with Norwegian authorities in 2008
  • NORA, Norwegian University of Science and Technology (NTNU) and Equinor established the first scoping project in 2012
  • NORA has participated in the 4-year R&D project MarMine funded by industry partners and the Norwegian Research Council
  • Norwegian authorities launched the Seabed Minerals Act in 2019 and is conducting a public hearing of the scope for an EIA on seabed mineral extraction
  • Nordic Mining will review its strategy on how to commercialize knowledge and position on seabed minerals

    1. Highlights and transaction summary
    1. Keliber Lithium
    1. Engebø Rutile and Garnet
    1. Nordic Ocean Resources
    1. Key investment highlights
    1. Appendix

Key investment highlights – maintain attractive exposure to lithium

Electrical vehicles

Huge demand potential and growth outlook for lithium

Attractive business case Forecast to become global cost leader with post-tax IRR of 22% in 2025

Keliber, the first vertically integrated lithium producer in Europe

Keliber, high purity LiOH for batteries Technology proven by large-scale pilots

Key investment highlights – maintain attractive exposure to lithium

    1. Highlights and transaction summary
    1. Keliber Lithium
    1. Engebø Rutile and Garnet
    1. Nordic Ocean Resources
    1. Key investment highlights
    1. Appendix

Appendix

Balance sheet with no interest bearing debt

Balance Sheet (NOKm) 31.12.2020 31.12.2019
Unaudited Audited
Evaluation and exploration assets 28.3 26.1
Financial assets
1
100.1 90.8
PP&E 0.4 0.5
Right-of-use
assets
0.4 0.1
Total non-current assets 129.2 117.5
Trade and other receivables 2.2 4.3
Cash and cash equivalents
2
42.2 30.6
Total current assets 44.4 34.9
Total assets 173.7 152.4
Total liabilities
3
9.4 8.6
Shareholder equity
4
164.3 143.8
Total liabilities & equity 173.7 152.4

ESG milestones and improved sentiment towards green transition have increased interest for NOM