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UNLAWFUL.
Oslo, 15 January 2026 - Reference is made to the stock exchange announcement by
Nordic Mining ASA (“Nordic Mining” or the “Company”) (OSE ticker: NOM) earlier
today regarding an operational update for the fourth quarter of 2025. As
described in such announcement, the Company is contemplating an equity raise to
raise gross proceeds of approx. NOK 200 million (“Offer Size”). The equity raise
will be structured as a private placement (the “Private Placement”) of new
shares (the “Offer Shares”) to be issued by the Company, consisting of two
tranches as follows: one tranche with up to 10,833,333 Offer Shares (“Tranche
1”) and a second tranche with a number of Offer Shares that results in a total
transaction (i.e. both tranches) equal to the Offer Size (“Tranche 2”)…
The subscription price per Offer Share in the Private Placement (the “Offer
Price”) is fixed at NOK 12.
The Company has engaged Clarksons Securities AS and Pareto Securities AS (the
“Managers”) as managers in connection with the Private Placement.
Use of proceeds
The gross proceeds to the Company from the Private Placement, including the cash
balance of NOK 52 million in the parent Company as well as the cash balance of
NOK 273 million in Engebø Rutile and Garnet AS (100% owned subsidiary of the
Company), will be used to fund (i) net ramp-up cost including working capital,
(ii) expansion and maintenance CAPEX, (iii) interest payments, (iv) transaction
fees, (v) cash buffer, and (vi) general corporate purposes.
Subject to a successful equity raise and the current cash balance in the Group
of approximately NOK 325 million, the Company expects to be fully funded and
continues to target full ramp-up by late 2026.
Pre-commitments
The Company has obtained pre-commitments from certain investors and existing
shareholders, subject to customary conditions, to subscribe for Offer Shares in
the Private Placement. Svelland Capital Ltd, the largest shareholder of the
Company with approx. 20.00% of the current shares outstanding, has pre-committed
to subscribe for, and will be allocated, approx. NOK 40 million at the Offer
Price in the Private Placement. Fjordavegen Holding AS, the third largest
shareholder of the Company with approx. 10.44% of the current shares
outstanding, has pre-committed to subscribe for, and will be allocated, approx.
NOK 20 million at the Offer Price in the Private Placement. Orion Mineral
Royalty Fund LP has pre-committed to subscribe for, and will be allocated,
approx. NOK 30 million at the Offer Price in the Private Placement.
Application period
The application period for the Private Placement commences today, 15 January
2026, at 16:30 (CET) and will close on 16 January 2026 at 08:00 (CET). The
Company may, however, at its sole discretion, extend or shorten the application
period at any time and for any reason. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
Allocation
The allocation of Offer Shares (conditional for Tranche 2) will be made at the
sole discretion of the Company’s board of directors (the “Board”) in
consultation with the Managers following the expiry of the application period.
Allocation will be based on criteria such as (but not limited to), pre
-commitments, indications from the pre-sounding phase, existing ownership in the
Company, timeliness of order, relative order size, sector knowledge, perceived
investor quality and investment horizon.
Notification of allocation (conditional for Tranche 2) and payment instructions
is expected to be sent by the Managers on or about 16 January 2026 before 09:00
(CET).
The pre-committing investors have agreed to receive parts of or their entire
allocation of Offer Shares in Tranche 2. The Company will seek to accommodate
other applicants who request to be allocated Offer Shares in Tranche 2. All
other applicants will receive their entire allocation in Tranche 1.
Conditions for completion
New shares pertaining to the Offer Shares in Tranche 1 will be issued pursuant
to an authorisation granted to the Board by the Company’s annual general meeting
held on 27 May 2025 (the “Board Authorisation”). The issue of new shares
pertaining to the Offer Shares in Tranche 2 is subject to approval of the
Company’s extraordinary general meeting expected to be held on or about 9
February 2026 (the “EGM”). Existing shareholders in the Company which are
allocated Offer Shares in the Private Placement will irrevocably undertake to
vote in favour of, or give a voting proxy to be used in favour of, all of the
Board’s proposed resolutions relating to the Private Placement at the EGM. Such
undertaking applies to all shares in the Company held or controlled (directly or
indirectly) by such existing shareholders as of the record date for the EGM.
Completion of Tranche 1 is subject to: (i) the Board resolving to proceed with
the Private Placement and to allocate the Offer Shares, (ii) the Board resolving
to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization,
(iii) the Board resolving to call for an EGM and propose (among others) that the
EGM resolves to issue the Offer Shares in Tranche 2, (iv) the Pre-Payment
Agreement (as defined below) being in full force and effect, (v) the share
capital increase pertaining to the issuance of the Offer Shares in Tranche 1
being validly registered with the Norwegian Register of Business Enterprises
(the “NRBE”), and (vi) the Offer Shares in Tranche 1 being validly issued and
registered in the Norwegian Central Securities Depository (Euronext Securities
Oslo or “VPS”) (jointly, the “Tranche 1 Conditions”). Completion of Tranche 2 is
subject to (i) the completion of Tranche 1, (ii) a resolution by the EGM to
issue the Offer Shares in Tranche 2, (iii) the Pre-Payment Agreement being in
full force and effect, (iv) the share capital increase pertaining to the
issuance of the Offer Shares in Tranche 2 being validly registered with the
NRBE, and (v) the Offer Shares in Tranche 2 being validly issued and registered
in the VPS (jointly, the “Tranche 2 Conditions”, and together with the Tranche 1
Conditions, the “Conditions”)
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The
settlement of Offer Shares under Tranche 1 will remain final and binding and
cannot be revoked, cancelled or terminated by the respective applicants if
Tranche 2 is not completed.
The Company reserves the right to cancel the Private Placement at any time and
for any reason prior to notification of allocation. There can be no assurance
that the Conditions will be satisfied. If the Conditions are not satisfied, the
Private Placement (in whole or just Tranche 2) may be revoked or suspended
without any compensation to applicants.
Settlement
Settlement for Tranche 1 is expected to take place on or about 21 January 2026,
subject to, among other things, the satisfaction of the Tranche 1 Conditions and
handling time for registration of the share capital increase relating to Tranche
1 in the Norwegian Register of Business Enterprises (the “NRBE”).
Settlement for Tranche 2 is expected to take place on or about 12 February 2026,
subject to the satisfaction of the Tranche 2 Conditions and handling time for
registration of the share capital increase relating to Tranche 2 in the NRBE.
Settlement for both Tranche 1 and Tranche 2 will be conducted on a delivery
-versus-payment basis (“DVP”). DVP settlement structure for Tranche 1 and
Tranche 2 in the Private Placement is expected to be facilitated by a pre
-payment agreement expected to be entered into between the Company and the
Managers (the “Pre-Payment Agreement”).
The first day of trading on Euronext Oslo Børs for the Offer Shares is expected
on or about 20 January 2026 for Tranche 1 and on or about 11 February 2026 for
Tranche 2, in each case subject to registration of the relevant share capital
increase in the NRBE. The Company will announce when such registrations have
taken place.
Lock-ups
In connection with the Private Placement, the Company and members of the
Company’s management and Board have entered into certain lock-up undertakings
with the Manager for a period of six (6) months following completion of the
Private Placement, subject to certain customary carve-outs.
Selling restrictions
The Private Placement will be offered to investors subject to applicable
exemptions from relevant prospectus requirements in accordance with Regulation
(EU) 2017/1129 (also as it forms part of the United Kingdom domestic law by
virtue of the European Union Withdrawal Act 2018 (the “UK Prospectus
Regulation”)) and is directed towards investors subject to available exemptions
from relevant registration requirements, (i) outside the United States in
reliance on Regulation S under the US Securities Act of 1933 (the “US Securities
Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs)
as defined in Rule 144A under the US Securities Act, pursuant to an exemption
from the registration requirements under the US Securities Act as well as to
major U.S. institutional investors under SEC Rule 15a-6 to the United States
Exchange Act of 1934.
The minimum application and allocation amount has been set to the NOK equivalent
of EUR 100,000 per investor. The Company may, however, at its sole discretion,
allocate an amount below EUR 100,000 to the extent applicable exemptions from
the prospectus requirements pursuant to Regulation (EU) 2017/1129 and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for the Offer Shares. The Board has considered the structure
of the contemplated Private Placement in light of the rules on equal treatment
under the Norwegian Securities Trading Act and is of the opinion that the
proposed Private Placement is in compliance with these requirements.
The Company has experienced technical and operational challenges during the ramp
-up phase of the Engebø Project, resulting in delays in achieving expected
design capacity and, consequently, in the anticipated timing for the Company to
achieve positive cash flow. In light of the foregoing and the Company’s
anticipated short-term liquidity requirements, the Board considers it to be in
the common interest of the Company and its shareholders to raise equity through
a private placement, as the Private Placement will enable the Company to secure
financing required to secure and strengthen the liquidity and financial position
of the Group on an expedited basis. Such financing could not be obtained within
the requisite timeframe through alternative structures with longer lead times,
such as a rights issue.
Subject to completion of the Private Placement and certain other conditions, the
Company may also decide to carry out a subsequent offering (the “Subsequent
Offering”) of new shares at the Offer Price which, subject to applicable
securities law, will be directed towards existing shareholders in the Company as
of 15 January 2026 (as registered in the VPS two trading days thereafter), who
(i) were not included in the pre-sounding phase of the Private Placement, (ii)
were not allocated Offer 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. A Subsequent Offering will require approval by the EGM and
approval and publication of a prospectus to be prepared by the Company. The
Company reserves the right in its sole discretion not to conduct or to cancel
any Subsequent Offering based on market conditions and other relevant factors.
The Company will issue a separate stock exchange notice with further details on
the Subsequent Offering if and when finally resolved.
Advisors
Clarksons Securities AS and Pareto Securities AS are acting as managers in the
Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the
Company in connection with the Private Placement.
Contacts
For further information, please contact:
Finn Ivar Marum, CEO
Tel: +47 982 06 339
finn.ivar.marum@nordicmining.com
or visit: https://nordicmining.com/
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange
announcement was published by Tord Meling, CFO in Nordic Mining ASA, on 15
January 2026, at 17:00 (CET).
About Nordic Mining
Nordic Mining ASA is a resource company with focus on critical minerals. The
Company is undertaking a large-scale industrial development at Engebø on the
west coast of Norway through its wholly owned subsidiary, Engebø Rutile and
Garnet AS, which has mining rights and permits to a substantial eclogite deposit
with rutile and garnet.
In addition, the Group holds a landowner agreement for exploration and
development of a high purity quartz deposit in the Kvinnherad Municipality in
Norway and is currently conducting a test work program where bulk samples from
the deposit will be used for pilot scale processing of high purity quartz
product through a full cycle process. Nordic Mining’s project portfolio is of
high international standards and holds significant economic potential. The
assets, and in particular the wholly owned Engebø Project, provide a solid value
basis for Nordic Mining’s shareholders.
Nordic Mining is listed on Oslo Stock Exchange
IMPORTANT INFORMATION
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 US 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 and “major U.S. institutional investors” as defined in Rule 15a-6 under the
United States Exchange Act of 1934.
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 affiliates accepts any liability arising from the use
of this announcement.
Kilde
