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UNLAWFUL). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Reference is made to Nordic Mining ASA’s (“Nordic Mining” or the “Company”)
stock exchange release on 2 February 2023 and earlier today regarding the
contemplated private placement to raise NOK 940 million (USD 90 million
equivalent) in order to fully finance the Engebø Project and satisfy relevant
financing conditions (the “Private Placement”).
Private Placement:
The Company hereby announces that it has successfully raised NOK 940 million
(USD 90 million equivalent) in gross proceeds through the allocation of
1,566,666,667 new shares (the “New Shares”), at a subscription price per New
Share of NOK 0.60 (the “Offer Price”). The new capital subscribed corresponds to
around 165% of the current market capitalization of the Company and will,
together with other sources of committed equity, debt, and other financing,
fully finance the Engebø Project up to start of production.
Clarksons Securities AS and SpareBank 1 Markets AS acted as joint bookrunners
(together the “Managers”) in the Private Placement.
The consummation of the Private Placement by the issuance of the New Shares will
be subject to approval by the Company’s extraordinary general meeting, scheduled
to be held tomorrow 3 March 2023 at 10 a.m. CET (the “EGM”). The EGM will
approve the issuance of New Shares for gross proceeds of NOK 900 million (the
“EGM Resolution”), the board of Directors (the “Board”) will approve the
issuance of New Shares for gross proceeds of NOK 40 million pursuant to a board
authorization (the “Board Resolution”). The EGM Resolution and the Board
Resolution will be made contemporaneously, and completion of each transaction
thereunder will be subject to completion of the other.
Settlement of the New Shares in the Private Placement is expected to take place
on 7 March 2023, subject to registration of the share capital increase in the
Company pertaining to the issuance of the New Shares by the Norwegian Register
of Business Enterprises (the “NRBE”), on a delivery-versus-payment (“DVP”)
basis. DVP settlement to investors in the Private Placement, save for Iwatani
Corporation, is facilitated through a prepayment agreement entered into between
the Company and the Managers.
The New Shares are expected to be tradable from 6 March 2023, but not before (i)
registration of the share capital increase in the Company pertaining to the
issuance of the New Shares by the NRBE and (ii) approval by the Financial
Supervisory Authority of Norway (the “NFSA”) of, and publication by the Company
of, a listing prospectus (the “Prospectus”). The Prospectus is expected to be
approved on or about 6th March 2023.
Use of proceeds:
The net proceeds from the Private Placement will be used to finance the
remaining equity component for the development and construction of the Engebø
Rutile and Garnet Project, which together with other sources of committed
equity, debt, and other financing will fully finance the project up to start of
production.
Conversion of convertible loan:
The Company’s convertible loan with Fjordavegen Holding approved by the
Company’s general meeting, held on 4 February 2022 will be converted as a
consequence of the Private Placement. Fjordavegen Holding will, pursuant to the
convertible loan agreement, convert the loan with accrued interests, in total
NOK 139,621,875, at the same subscription price as in the Private Placement,
i.e. NOK 0.60 per share. Fjordavegen Holding will receive 232,703,125 new shares
in the Company at a subscription price per share of NOK 0.60 (“Convertible Loan
Shares”).
Number of shares and share capital following issuance of the New Shares and the
Convertible Loan Shares:
Following registration of the New Shares pertaining to the Private Placement and
the Convertible Loan Shares, the Company will have a share capital of NOK
1,219,011,938.40 divided into 2,031,686,564 shares, each with a par value of
NOK 0.60.
Equal treatment considerations:
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board 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 in order to secure funding of the Engebø Project and its progress.
Further, the Private Placement was launched after a market sounding process with
a number of investors (including both new investors and existing shareholders)
to reduce the transaction risk, and the transaction has been marketed through a
publicly announced bookbuilding to secure a market-based offer price. In
addition, the issuance of New Shares for NOK 900 million is conditioned upon the
EGM Resolution at which the Company’s shareholders will be given an opportunity
to express their opinion and vote over the related share capital increase.
Taking into consideration the time, costs and expected terms of alternative
methods of securing the necessary funding, as well as the proposed Subsequent
Offering (as described below), the Board has concluded that the completion of
the Private Placement, including the waiver of the preferential rights inherent
to the Private Placement, is in the common interest of the shareholders of the
Company.
Subsequent Offering:
Subject to completion of the Private Placement and certain other conditions, the
Board will resolved to carry out a subsequent offering of up to 216,666,667 new
shares which, if applicable and subject to applicable securities laws, will be
directed towards existing shareholders in the Company as of the end of trading 2
March 2023 (as registered in the VPS two trading days thereafter), who (i) did
not participate in the market sounding of the Private Placement, (ii) are not
allocated New Shares in the Private Placement and (iii) are not resident in a
jurisdiction where such offering would be unlawful, or would (in jurisdictions
other than Norway) require any prospectus filing, registration or similar action
(the “Subsequent Offering”). The subscription price in the Subsequent Offering
will be equal to the Offer Price. The Subsequent Offering will be subject to (i)
a resolution by an extraordinary general meeting of the Company, to be convened
and expected to be held on or about 30 March 2023), (ii) the prevailing market
price of the Company’s shares and (iii) approval and publication of the
Prospectus. The subscription period in the Subsequent Offering is expected to
commence following approval of the Subsequent Offering by the extraordinary
general meeting, expected to be held on 30 March 2023. Further information about
the Subsequent Offering will be given in a future stock exchange notice. The
Board reserves the right not to carry out the Subsequent Offering in the event
that the Company’s shares trade at or below the subscription price in the
Subsequent Offering (i.e. the Offer Price) at meaningful volumes.
Advisors:
Clarksons Securities AS and SpareBank 1 Markets AS acted as Managers in the
Private Placement. Kvale Advokatfirma DA acted as legal counsel to the Company.
Advokatfirmaet Thommessen AS acted as legal counsel to the Managers.
For further information, please contact CFO Christian Gjerde, telephone +47 980
60 909 or CEO Ivar S. Fossum, telephone +47 930 96 850.
Oslo, 2 March 2023
Nordic Mining AS
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. 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”.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129, as amended, together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Kilde
