NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. NOT FOR release, PUBLICATION or distribution, in whole or in part
directly or indirectly, (I) IN OR INTO THE united states EXCEPT TO (1)
Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7)
of Regulation D OF THE U.S. Securities Act of 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”) AND (2) QUALIFIED INSTITUTIONAL BUYERS AS DEFINED UNDER RULE
144A OF THE U.S. SECURITIES ACT, OR (II) OUTSIDE THE UNITED STATES EXCEPT to non
-U.S. persons (as defined in Regulation S under the U.S. Securities Act
(“Regulation S”)). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Nordic Mining ASA (“Nordic Mining” or the “Company”) has retained Carnegie AS
and Swedbank Norge, branch of Swedbank AB (publ) as Joint Lead Managers and
Bookrunners (the “Managers”) to advise on and complete a private placement with
total gross proceeds of between NOK 40 and NOK 60 million (the “Private
The subscription price in the Private Placement will be set through an
accelerated bookbuilding process. The Company has received a pre-commitment from
the Barton Group, through its subsidiary The B-L Holding Company (“Barton”), to
subscribe for a number of shares for an aggregate purchase price equal to the
NOK equivalent of USD 1 million. Barton is the leading US garnet producer and
distributor that in November sign a heads of agreement related to offtake and
commercial cooperation for garnet with Nordic Mining. Barton will also
participate in the next phase construction financing to establish the rutile and
garnet operation at Engebø.
The Company has also received significant indications of interest from existing
shareholders and new investors, to subscribe for shares in the Private
The application period for the Private Placement commences today at 16:30 CET
and closes 15 December 2017 at 08:00 CET. The Company and the Managers may,
however, at any time resolve to close or extend the bookbuilding period at their
sole discretion and on short notice. The minimum subscription amount in the
Private Placement will be the NOK equivalent of EUR 100,000. The Company may, in
its sole discretion, allocate an amount below EUR 100,000 in the Private
Placement provided that the Company is able to rely on any applicable exemptions
from the prospectus requirement pursuant to applicable regulations, including
the Norwegian Securities Trading Act and ancillary regulations.
The net proceeds from the Private Placement are intended to fund Engebø pre
-construction activities and general corporate activities. As announced in the
stock exchange notice of 30 October 2017, the Company initiated a process to
evaluate the potential funding need for the aforementioned activities. The
identified capital requirement to fund the Company past completion of the
definitive feasibility study (“DFS”) and committed bank financing for the Engebø
project is estimated to be approximately USD 12m (including a buffer of
approximately 20%). The Private Placement will enable the Company to continue
the accretive development of the Engebø project on the back of the positive
results from the prefeasibility study, and the net proceeds are expected to be
sufficient to fund the DFS and general corporate activities throughout the third
quarter of 2018. The Company has the flexibility to explore several options in
respect of the remaining pre-construction funding, hereunder divestment of non
The DFS is expected to be completed in the fourth quarter of 2018, and once
completed, the Company expects to have a bankable project in place. This will
enable both debt and equity financing of the remaining construction financing
connected to the Engebø project. Committed bank financing is expected to be in
place in the first quarter of 2019. The Company also believes it has the
flexibility to wait with the front end engineering and design (FEED) until after
the construction financing for Engebø is in place. As previously announced on 20
November 2017, Barton intends to participate in the construction financing of
the Engebø project as an industrial anchor investor. The form and amount of
Barton’s contribution will be further negotiated and evaluated as part of the
total solution for project financing.
The number of new shares (the “Shares”) offered in the Private Placement will be
dependent on the subscription price and raised gross proceeds. The completion of
the Private Placement is subject to the approval by an Extraordinary General
Meeting (the “EGM”) expected to be held on or about 8 January 2017.
The Private Placement will be directed towards Norwegian investors and
international institutional investors, in each case subject to and in compliance
with applicable exemptions from relevant prospectus or registration
requirements. The private placement structure of the transaction will inherently
require a waiver of existing shareholders’ preferential rights to subscribe for
the Shares. The Board of Directors of the Company considers such structure and
waiver necessary and appropriate in the interest of time and successful
completion. Subject to the approval of the EGM, a subsequent repair issue will
be offered to shareholders in Nordic Mining as at the end of 14 December 2017
according to the Norwegian Central Securities Depository as of the end of 18
December 2017 that do not participate in the Private Placement and are not
resident in a jurisdiction where such offering would be unlawful, or for
jurisdictions other than Norway, would require any filing, registration or
similar action (the “Eligible Shareholders”). The subscription price in the
repair issue will be equal to the subscription price in the Private Placement.
The Eligible Shareholders will receive the prospectus and subscription form as
soon as the prospectus has been approved by Norwegian FSA. The Eligible
Shareholders’ rights to participate in the repair issue will not be listed or
tradable. It is expected that the subscription period in the repair issue will
start on or about 15 January and end on or about 26 January 2018.
The date for settlement of the Shares is expected to be shortly after the EGM,
which is expected to be held on 8 January 2017, subject to extension of the
application period. The Shares are expected to be tradable within the week
commencing 8 January (which shall not be prior to the date on which the share
capital is registered in the Norwegian Register of Business Enterprises and
announced by the Company), subject to the approval of the prospectus by the
Financial Supervisory Authority of Norway (“Norwegian FSA”). If the prospectus
has not been approved by the Norwegian FSA at that point in time, the Shares may
be issued on a separate ISIN and delivered to the investors. These shares would
thereafter be converted to the existing ISIN of Nordic Mining and become
tradable on the Oslo Stock Exchange as soon as practically possible following
the approval of the prospectus by the Norwegian FSA.
For questions, please contact CEO Ivar S. Fossum, telephone +47-930 96 850.
Oslo, 14 December 2017
Nordic Mining ASA
This release is an announcement issued pursuant to legal information
obligations, and is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act. It is issued for information
purposes only, and does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities, in the United States or in any other
jurisdiction. The Shares have not been and will not be registered under any U.S.
federal or state securities laws and may be offered and sold (i) in the United
States only to (1) to institutional accredited investors as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”), in reliance upon
the exemption from registration provided by Section 4(a)(2) of the U.S.
Securities Act and Rule 506 of Regulation D, and (2) qualified institutional
buyers as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) in
reliance upon the exemption from registration provided by Rule 144A, and (ii)
outside the United States only to non-U.S. persons (as defined in Regulation S
under the U.S. Securities Act (“Regulation S”)) in compliance with Regulation S.
The subscription or purchase of shares in the Company is subject to specific
legal or regulatory restrictions in certain jurisdictions. Neither the Company
nor the Managers assumes any responsibility in the event there is a violation by
any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. The Managers are acting for the Company and no one else in
connection with the Private Placement and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the Private Placement
and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the Company’s
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
About Nordic Mining (www.nordicmining.com)
Nordic Mining is a resource company with a focus on high-end industrial minerals
and metals in Norway and internationally. The Company’s project portfolio is of
high international standard and holds significant economic potential.
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. Permits for the project have been
granted by the Norwegian government, and a prefeasibility study was completed in
October 2017. Nordic Mining’s associated company Keliber in Finland is in the
process of completing its definitive feasibility study and preparing for
production of lithium carbonate. Nordic Mining has rights for exploration and
production of high-purity quartz in Kvinnherad in Norway. Further, the Company
holds exploration rights at Reinfjord in northern Norway where a prospective
area of sulphide mineralisation has been discovered. Nordic Mining is also
exploring opportunities related to seabed mineral resources. Nordic Mining is
listed on Oslo Axess with ticker symbol “NOM”.
Dette er en nye partneren, med andre ord faller det naturlig at de kjøper seg inn i NoM gjennom en emisjon.