Nordic Mining ASA — Share Issue/Capital Change 2020

Jan 28, 2020

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 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, the Company is offering up to 28.7 million new shares,

representing up to approximately 17 % of the outstanding capital of the Company.

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 from the offering 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 secure a

financing package.

The bookbuilding period for the Private Placement opens today at 16:30 CET and

closes on 29 January 2020 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 authorisation granted by the Company's general meeting held 13

September 2019. 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 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.

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 necessary to finance the Engebø project.

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).

Completion of Engebø Definitive Feasibility Study ("DFS")

Nordic Mining has completed the DFS for the Engebø rutile and garnet project

which reinforces Engebø as a world class rutile and garnet project with long

-term industrial benefits and attractive financials. The Project will be

developed in accordance with high international standards for environment,

health and safety during construction and operation.

The key results were provided in a stock exchange notice this morning and is

available at https://newsweb.oslobors.no/message/494057/ The Executive summary

and a webcast of the presentation are also available at the corporate website

https://www.nordicmining.com/operations/engebo/.

Trading update

In the first quarter of 2019, and following a share issue in Keliber where

Nordic Mining was diluted from 22% to 18.5% ownership, the Company consequently

assessed that it no longer imposed significant influence and reclassified the

investment in Keliber from an Associate to a Financial Asset Measured at Fair

Value Through Profit and Loss under IFRS 9 ("FVTPL Method"). The

reclassification resulted in recognition of a gain on investments of NOK 97.9

million in the first quarter of 2019 which was based on the share issue price of

EUR 49.

The share issue price of EUR 49 was considered an appropriate reference of

Keliber's value and the EUR share value applied as basis for the valuation of

the investment as of 30 June and 30 September 2019 was not changed. However, due

to currency effects, the accumulated gain at the end of the third quarter of

2019 was NOK 100.6 million. Balance sheet value was NOK 115.9 million.

Since 30 September 2019, Keliber has made several positive announcements

including increased mineral resources, improved recoveries and increase in

reserve estimates. However, it has also announced that its lithium project will

be delayed by at least one year compared to previous estimates. In addition, and

despite a positive long-term outlook, conditions for the global lithium market

has softened due to weak spot prices. This has adversely impacted Keliber's

progress on securing offtake directly as well as driven down the general market

sentiment/valuation.

Due to the complexity in estimating the impact of the news flow in the updated

fair value calculation of the investment, the Company engaged a reputable

independent valuation expert with significant experience within the mining

industry. The valuation is based on estimates and assumptions regarding future

commodity prices as well as transactions in comparable assets and valuation of

similar listed entities.

The Company considers the long-term outlook for lithium to be positive despite

the pressure on spot-prices. The Company assessed the external valuation, which

provided a range, and narrowed it down to the mid-range of EUR 38.5 per share

which implies a total value of Keliber of EUR 49.7 million (NOK 90.8 million for

the Group's share). The investment is under the tax exemption and no tax is

therefore calculated. The estimated resulting implications for the financial

statements for 2019 are as follows:

Q4-19 2019

Balance sheet value NOK 90.8m NOK 90.8m

(Loss)/gain NOK (25.1)m NOK 75.5m

Unaudited preliminary balance sheet:

31.12.2019 31.12.2018

Unaudited Audited

ASSETS

Non-current assets

Evaluation and exploration assets 26.1 25.6

Financial assets 90.8 0.0

Investment in associate 0.0 21.3

Other non-current assets 0.6 0.2

Total non-current assets 117.5 47.1

Current assets

Trade and other receivables 4.0 2.5

Cash and cash equivalents 30.6 49.9

Total current assets 34.7 52.4

Total assets 152.2 99.6

SHAREHOLDERS' EQUITY  LIABILITIES

Total equity 143.8 89.5

Non-current liabilities 0.7 0.8

Current liabilities 7.6 9.2

Total liabilities 8.3 10.0

Total shareholders' equity and liabilities 152.2 99.6

For additional information, please contact: Birte Norheim, CFO, +47 95 29 33 21

Oslo, 28 January 2020

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 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".