Nordic Mining ASA - Private Placement successfully placed
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Oslo,16 January 2026: Reference is made to the stock exchange announcement by Nordic Mining ASA ("Nordic Mining" or the "Company") (OSE ticker: NOM) on 15 January 2026 regarding a contemplated private placement (the "Private Placement") of new shares (the "Offer Shares") to be issued by the Company, each at a fixed price of NOK 12 (the "Offer Price"), to raise gross proceeds of approximately NOK 200 million.
The Company is pleased to announce that the Private Placement has been successfully placed, in which 16,666,666 Offer Shares have been allocated (conditionally for Tranche 2) by the Company's board of directors (the "Board"), raising gross proceeds of approx. NOK 200 million.
Clarksons Securities AS and Pareto Securities AS acted as managers and bookrunners (the "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.
Please refer to the announcement made by the Company on 15 January 2026, including the Company Presentation attached thereto, for more information regarding the Company's liquidity and financial position following completion of the Private Placement.
Pre-commitments
In accordance with their pre-commitments the following allocations were given to the pre-committing investors in the Private Placement:
Svelland Capital Ltd, the largest shareholder of the Company with approx. 20.00% of the current shares outstanding, was 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, was allocated approx. NOK 20 million at the Offer Price in the Private Placement.
Orion Mineral Royalty Fund LP was allocated approx. NOK 30 million at the Offer Price in the Private Placement.
Settlement and timeline
The Private Placement consists of one tranche of 9,166,665 Offer Shares ("Tranche 1") and a second Tranche of 7,500,001 Offer Shares ("Tranche 2").
The Company's board of directors (the "Board") has resolved to increase the Company's share capital by NOK 109,999,980 by issuing 9,166,665 new shares pertaining to the Offer Shares allocated in Tranche 1, pursuant to the authorisation granted to the Board by the Company's annual general meeting held on 27 May 2025. Tranche 1 of the Private Placement is expected to be settled on a delivery-versus payment (DVP) basis on or about 21 January 2026, subject to, among other things, handling time for registration of the share capital increase relating to Tranche 1 in the Norwegian Register of Business Enterprises (the "NRBE") and fulfilment of the Tranche 1 Conditions (as defined below).
Issuance of Offer Shares allocated in Tranche 2 are subject to approval by the Company's extraordinary general meeting expected to be held on or about 9 February 2026 (the "EGM"). The Board will call for the EGM by separate announcement in due course. Applicants being allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote at the EGM in favour of all the Board's proposed resolutions in relation to the Private Placement and the potential Subsequent Offering (as defined below). Subject to approval by the EGM and satisfaction of the Tranche 2 Conditions (as defined below), Tranche 2 of the Private Placement is expected to be settled on a delivery-versus payment (DVP) basis on or about 12 February 2026, subject to handling time for registration of the share capital increase relating to Tranche 2 in the NRBE.
Notices of allocation (conditional for Tranche 2) of the Offer Shares are expected to be distributed to the investors on 16 January 2026 before 09:00 CET. 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 allocated Offer Shares will not be delivered to, nor will they be tradable by, the relevant applicant before the registration in the NRBE of the relevant share capital increase pertaining to the Offer Shares (each of Tranche 1 and Tranche 2) have taken place, expected on or about 20 January 2026 for Tranche 1 and on or about 11 February 2026 for Tranche 2, subject to satisfaction of the Conditions (as defined below).
Following completion of the share capital increase pertaining to Tranche 1, the Company will have a share capital of NOK 1,410,938,376 divided into 117,578,198 shares, each with a nominal value of NOK 12.00. Following completion of the share capital increase pertaining to Tranche 2, the Company will have a share capital of NOK 1,500,938,388 divided into 125,078,199 shares, each with a nominal value of NOK 12.00.
Conditions for completion
Completion of Tranche 1 is now subject to: (i) the Board resolving to call for an EGM and propose (among others) that the EGM resolves to issue the Offer Shares in Tranche 2, (ii) the Pre-Payment Agreement (as defined below) being in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares in Tranche 1 being validly registered with the NRBE, and (iv) 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.
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's Board has resolved to propose that the Company carry out a subsequent offering of up to 10,833,333 new shares to be issued by the Company at the Offer Price, raising gross proceeds of up to approx. NOK 130 million (the "Subsequent Offering") 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 (jointly, the "Eligible Shareholders"). The Eligible Shareholders are expected to be granted non-tradable subscription rights. Launch of a Subsequent Offering is, among other things, subject to completion of the Private Placement, approval by the EGM and will require approval and publication of a prospectus to be prepared by the Company. The subscription period in a Subsequent Offering is expected to commence shortly after publication of the prospectus, currently expected during March/April 2026. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. 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.
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 16 January 2026, at 03:17 (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.