Nordic Mining ASA — Share Issue/Capital Change 2022

Jun 2, 2022

Nordic Mining ASA: Binding Offtake Agreement and USD 20 million Investment Agreement with Iwatani Corporation

Nordic Mining ASA: Binding Offtake Agreement and USD 20 million Investment Agreement with Iwatani Corporation

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") is pleased to announce that

the Company, through its wholly owned subsidiary Nordic Rutile AS, today has

entered into a 5-year rutile offtake agreement ("Offtake Agreement") with

Iwatani Corporation, a reputable Japanese trading house ("Iwatani"). In

addition, Iwatani has agreed to make an equity investment of NOK 191.7 million

corresponding to USD 20 million at the time of the signing of the agreement

("Investment Agreement") in Nordic Mining for the Engebø Rutile and Garnet

Project ("Engebø Project"). The investment will be at the same subscription

price that will be set in the contemplated broader equity raise to be carried

out in connection with the Engebø Project Financing for which terms, timing and

transaction structure shall be announced in due course.

Highlights:

· Binding agreements executed with Iwatani for:

· Long-term offtake of 20,000 tonnes per annum of natural rutile from the

Engebø Project over 5 years

· NOK 191.7 million equity investment at the same subscription price as for

the contemplated broader equity raise

· The equity investment is subject to close of the project financing package

for the Engebø Project, which is expected to be in excess of USD 250 million

comprising of debt, equity and potential hybrid capital or royalty

· The offtake is subject to certain conditions relating to the equity

investment in the Company having been fulfilled

Investment Agreement:

Nordic Mining and Iwatani have entered into an Investment Agreement whereby

Iwatani has agreed to make an equity investment of NOK 191.7 million into Nordic

Mining. The equity investment will be completed at the same subscription price

that will be set in the contemplated broader equity raise for the Engebø

Project, for which terms, timing and transaction structure shall be announced in

due course.

The equity investment is subject to customary conditions precedent, and the

Engebø Project being fully financed. The condition precedent must be satisfied

by 31 March 2023, unless later date is agreed upon.

The equity investment adds to the equity contribution of NOK 132.5 million from

local EPC investor group structured as convertible loan issued by Nordic Mining

announced in January 2022. The convertible loan will upon conversion be part of

the equity for the Engebø Project financing package.

Offtake Agreement:

The Offtake Agreement is for the supply and delivery of in total 100,000 metric

tonnes of natural rutile concentrate (20,000 tonnes per annum) in the 5-year

contract period.

The consideration shall be based on the market price for 95% natural rutile

concentrate, adjusted for actual TiO? content.

The offtake under the Offtake Agreement will start on the date of the first

delivery of rutile to Iwatani. The Offtake Agreement has a duration of 5 years,

possibility for renewals for 3-year periods unless terminated by either party.

The agreement is inter alia subject to certain conditions precedent that must be

satisfied by 31 March 2023.

Clarkson Platou Securities AS and SpareBank 1 Markets AS act as Financial

Advisors to the Company in relation to the Engebø Project Financing.

For further information, please contact CEO Ivar Fossum, telephone +47 930

96 850 or CFO Christian Gjerde, telephone + 47 980 60 909.

Oslo, 2 June 2022

Nordic Mining ASA

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

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act.

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 12.0% 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".