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UNLAWFUL). THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
The extraordinary general meeting in Nordic Mining ASA (“Nordic Mining” or the
“Company”) has today Thursday 30 March 2023 resolved the subsequent offering of
up to 216,666,667 new shares (the “Subsequent Offering”) on the terms announced
in the stock exchange release 3 March 2023.
The Subsequent Offering is directed towards existing shareholders in the Company
as of the end of trading 2 March 2023 (as registered in the VPS 6 March 2023
(“Record Date”)), who (i) did not participate in the market sounding of the
Private Placement resolved 3 March 2023, (ii) were 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 (“Eligible
Shareholders”).
Each Eligible Shareholder will receive 1.022 non-tradeable Subscription Rights
for each share held by such Eligible Shareholder in the Company as of the Record
Date, rounded down to the nearest whole right. Each Subscription Right will,
subject to applicable securities laws, give the preferential right to subscribe
for, and be allocated, one Offer Share in the Subsequent Offering. Over
-subscription by Eligible Shareholders will be permitted; however, there can be
no assurance that Offer Shares will be allocated for such subscriptions.
Subscription without subscription rights will not be permitted.
The subscription period in the Subsequent Offering will commence Friday 31 March
2023 and ends on Friday 14 April 2023 at 16:30 hours (CEST).
Further terms and conditions for the Subsequent Offering is set out in the
prospectus dated 6 March 2023 (the “Prospectus”).
Please see the Prospectus for more information about the Subsequent Offering.
The Prospectus, including a subscription form, is made electronically available
at www.nordicmining.com, www.securities.clarksons.com and www.sb1markets.no.
Clarksons Securities AS and SpareBank 1 Markets AS acts as managers (the
“Managers”) in the Subsequent Offering.
For further information, please contact CFO Christian Gjerde, telephone +47 980
60 909.
Oslo, 30 March 2023
Nordic Mining ASA
This information is subject to the disclosure requirements pursuant to the
Continuing obligations and Section 4-2 and 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
historicalfacts 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
