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NORDIC RESOURCES LTD Capital/Financing Update 2022

May 29, 2022

65432_rns_2022-05-29_9e51530a-e752-49e6-b56e-eca75ec8b13c.pdf

Capital/Financing Update

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PRE-QUOTATION DISCLOSURE – STATEMENT OF CONFIRMATIONS

Nordic Nickel Limited (ASX:NNL) (Company) provides the following pre-quotation disclosures and confirmations to ASX to satisfy the conditions for the admission of the Company to the Official List of the ASX and quotation of the Company’s fully paid ordinary shares (Shares).

COMPLETION OF THE OFFER

The Company confirms that the Offer under the Prospectus closed on 12 May 2022 and the Company has completed the issue of 48,000,000 Shares under the Offer at an issue price of $0.25 per Share to raise $12,000,000 (before associated costs).

COMPLETION OF OTHER ISSUES OF SECURITIES

In addition to the Shares issued pursuant to the Offer, the Company confirms that it has completed the issue of:

  • a) 12,100,005 Shares to seed investors upon conversion of the Convertible Note;

  • b) 125,000 Shares to the Consultant as a referral fee;

  • c) 2,000,000 Joint Lead Manager Options to Taylor Collison Limited (and its nominees), a Joint Lead Manager to the Offer;

  • d) 2,000,000 Joint Lead Manager Options to Vert Capital Pty Ltd (and its nominees) a Joint Lead Manager to the Offer;

  • e) 3,500,000 Options to Directors, Employees and Consultants (and their respective nominees) of the Company; and

  • f) 3,500,000 Options to the Managing Director (or his nominee) of the Company.

CAPITAL STRUCTURE

The capital structure of the Company as at the date of admission of the Company to the Official List of the ASX is set out below:

Class of Security Number
Fully paid ordinary shares1 115,225,006
Options2 13,750,000

Notes:

  1. The full terms and conditions of the Shares are set out in Section 9.2 of the Prospectus.

  2. The full terms and conditions of the Options are set out in Section 9.3 of the Prospectus.

RESTRICTED SECURITIES

The Company confirms the following securities will be subject to restriction pursuant to the ASX Listing Rules for the periods outlined below.

Class Number Restriction Period
Fully Paid Ordinary Shares 56,765,002 24 months from date of quotation
Fully Paid Ordinary Shares1 120,001 12 months from the date of issue
Options 13,750,000 24 months from date of quotation

Notes:

  1. Comprising of:

  2. (a) 53,334 Shares to be restricted for a period of 12 months from 13 January 2022; and

  3. (b) 66,667 Shares to be restricted for a period of 12 months from 30 June 2021.

USE OF FUNDS

The Company intends to apply funds raised from the Public Offer, over the first two years following admission of the Company to the Official List of ASX as follows:

Allocation of funds Maximum Subscription
($12,000,000)
Percentage of Funds
Existing cash reserves1 $392,593 3.2%
Funds raised from the Offer $12,000,000 96.8%
Total $12,392,593 100%
Allocation of funds
Exploration at Pulju Project2 $7,385,000 59.6%
Exploration at MJ3 Project2 $550,000 4.4%
Other Technical Expenditure $500,000 4.0%
Expenses of the Offer3 $1,011,250 8.2%
Administration costs4 $1,800,000 14.5%
Working capital5 $1,146,343 9.3%
Total $12,392,593 100%

Notes:

  1. Refer to the Financial Information set out in Annexure C of the Prospectus for further details.

  2. Refer to Section 5.5 and the Independent Technical Assessment Report in Annexure A of the Prospectus for further details with respect to the Company’s proposed exploration programs at the Projects.

  3. Refer to Section 9.8 of the Prospectus for further details.

  4. Administration costs include the general costs associated with the management and operation of the Company’s business including administration expenses, management salaries, directors’ fees, rent and other associated costs.

  5. To the extent that:

  6. (a) the Company’s exploration activities warrant further exploration activities; or

  7. (b) the Company is presented with additional acquisition opportunities,

the Company’s working capital will fund such further exploration and acquisition costs (including due diligence investigations and expert’s fees in relation to such acquisitions). Any amounts not so expended will be applied toward administration costs for the period following the initial 2-year period following the Company’s quotation on ASX.

The above table is a statement of current intentions as of the date of this announcement. As with any budget, intervening events (including exploration success or failure) and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

CURRENT TENEMENT SCHEDULE FOR THE PROJECTS

The table below is a current tenement schedule for the Company’s Projects and replaces the tenement schedule on page 27 of the Prospectus.

Tenement
Name
Tenement
ID
Tenement
type
Status Registered
Holder
Application
Date
Grant
Date
Expiry
Date
Area
**(km2) **
Pulju
Project
Saalama* VA2020:0071 Reservation Granted Puljun
Malminetsintä Oy
2/11/2020 4/02/2021 1/11/2022 323.59
Hotinvaara ML2019:0101 Exploration Granted Puljun
Malminetsintä Oy
11/11/2019 24/01/2020 24/01/2024 4.93
Holtinvaara ML2013:0090 Exploration Pending Puljun
Malminetsintä Oy
4/11/2013 14.99
Aihkiselka ML2013:0092 Exploration Pending Puljun
Malminetsintä Oy
4/11/2013 15.75
Kiimatievat ML2019:0102 Exploration Pending Puljun
Malminetsintä Oy
11/11/2019 24.213
Mertavaara1 ML2013:0091 Exploration Pending Puljun
Malminetsintä Oy
4/11/2013 11.88
Rooni-Holtti ML2022:0009 Exploration Pending Puljun
Malminetsintä Oy
09/03/2022 18.65
Saalamaselka ML2022:0010 Exploration Pending Puljun
Malminetsintä Oy
09/03/2022 6.02
Kaunismaa ML2022:0011 Exploration Pending Puljun
Malminetsintä Oy
09/03/2022 1.68
Total 98.09
MJ3
Project
MJ3 ML2020:0011 Exploration Pending MagStar
Mining
Oy
21/03/2020 30.44
* The Sa alama Reservation area overlaps the Rooni-Holtti, Saalamaselka, and Kaunismaa EL applications

UPDATED PRO-FORMA STATEMENT OF FINANCIAL POSITION

Below is the updated pro-forma statement of financial position based on the actual amount of funds ($12,000,000) raised under the Offer.

31
December
2021
Public Offer
(Maximum
Subscription)
Pro-Forma
adjusted
for
impact
of
(Maximum
Subscription)
$ $ $
Current Assets
Cash and cash equivalents 638,593 10,988,750 11,627,343
Trade and other receivables 835 - 835
Other assets 37,116 - 37,116
Total Current Assets 676,544 10,988,750 11,665,294
Non-Current Assets
Deferred
exploration
and
evaluation expenditure
950,113 - 950,113
Total Non-Current Assets 950,113 - 950,113
Total Assets 1,626,657 10,988,750 12,615,407
Current Liabilities
Trade and other payables 98,294 - 98,294
Total Current Liabilities 98,294 - 98,294
Total Liabilities 98,294 - 98,294
Net Assets 1,528,363 10,988,750 12,517,113
Equity
Issued capital 5,501 13,686,890 13,692,391
Reserves 1,927,358 (1,055,000) 872,358
Accumulated losses (404,496) (1,643,140) (2,047,636)
Total Equity 1,528,363 10,988,750 12,517,113

NO IMPEDIMENT

The Company confirms that there are no legal, regulatory, statutory or contractual impediments to the Company entering the mineral exploration licences comprising the Pulju and MJ3 Projects and carrying out exploration activities such that the Company will be able to spend its cash in accordance with its commitments for the purposes of Listing Rule 1.3.2(b).

This ASX Announcement has been authorised for release by the Board

For further information please contact:

Nordic Nickel

T: +61 8 9429 8844 E: [email protected]

  • W: nordicnickel.com