Nordic Mining ASA – Private Placement successfully placed Bonds master_of_puppetsFri 16/01/2026 - 03:22 NO0012734112 16/01/2026 - 03:19 Oslo Nordic Mining ASA – Private Placement successfully placed Inside information 90000-663732 Oslo Børs Newspoint Engebø Rutile and Garnet AS Nordic Alternative Bond Market Published XOAM Language English NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BEUNLAWFUL. Oslo,16 January 2026: Reference is made to the stock exchange announcement byNordic Mining ASA (“Nordic Mining” or the “Company”) (OSE ticker: NOM) on 15January 2026 regarding a contemplated private placement (the “PrivatePlacement”) of new shares (the “Offer Shares”) to be issued by the Company, eachat a fixed price of NOK 12 (the “Offer Price”), to raise gross proceeds ofapproximately NOK 200 million. The Company is pleased to announce that the Private Placement has beensuccessfully 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 andbookrunners (the “Managers”) in connection with the Private Placement.Use of proceedsThe gross proceeds to the Company from the Private Placement, including the cashbalance of NOK 52 million in the parent Company as well as the cash balance ofNOK 273 million in Engebø Rutile and Garnet AS (100% owned subsidiary of theCompany), will be used to fund (i) net ramp-up cost including working capital,(ii) expansion and maintenance CAPEX, (iii) interest payments, (iv) transactionfees, (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 informationregarding the Company’s liquidity and financial position following completion ofthe Private Placement.Pre-commitmentsIn accordance with their pre-commitments the following allocations were given tothe 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 theOffer Price in the Private Placement. Fjordavegen Holding AS, the third largest shareholder of the Company withapprox. 10.44% of the current shares outstanding, was allocated approx. NOK 20million at the Offer Price in the Private Placement. Orion Mineral Royalty Fund LP was allocated approx. NOK 30 million at the OfferPrice in the Private Placement.Settlement and timelineThe 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 theCompany’s share capital by NOK 109,999,980 by issuing 9,166,665 new sharespertaining to the Offer Shares allocated in Tranche 1, pursuant to theauthorisation granted to the Board by the Company's annual general meeting heldon 27 May 2025. Tranche 1 of the Private Placement is expected to be settled ona delivery-versus payment (DVP) basis on or about 21 January 2026, subject to,among other things, handling time for registration of the share capital increaserelating 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 theCompany’s extraordinary general meeting expected to be held on or about 9February 2026 (the ”EGM”). The Board will call for the EGM by separateannouncement in due course. Applicants being allocated Offer Shares in thePrivate Placement and who hold shares in the Company as of the date of the EGMhave undertaken to vote at the EGM in favour of all the Board’s proposedresolutions in relation to the Private Placement and the potential SubsequentOffering (as defined below). Subject to approval by the EGM and satisfaction ofthe Tranche 2 Conditions (as defined below), Tranche 2 of the Private Placementis expected to be settled on a delivery-versus payment (DVP) basis on or about12 February 2026, subject to handling time for registration of the share capitalincrease relating to Tranche 2 in the NRBE.Notices of allocation (conditional for Tranche 2) of the Offer Shares areexpected 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 isexpected to be facilitated by a pre-payment agreement expected to be enteredinto between the Company and the Managers (the "Pre-Payment Agreement"). Theallocated 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 sharecapital increase pertaining to the Offer Shares (each of Tranche 1 and Tranche2) have taken place, expected on or about 20 January 2026 for Tranche 1 and onor about 11 February 2026 for Tranche 2, subject to satisfaction of theConditions (as defined below).Following completion of the share capital increase pertaining to Tranche 1, theCompany will have a share capital of NOK 1,410,938,376 divided into 117,578,198shares, each with a nominal value of NOK 12.00. Following completion of theshare capital increase pertaining to Tranche 2, the Company will have a sharecapital of NOK 1,500,938,388 divided into 125,078,199 shares, each with anominal value of NOK 12.00.Conditions for completionCompletion of Tranche 1 is now subject to: (i) the Board resolving to call foran EGM and propose (among others) that the EGM resolves to issue the OfferShares in Tranche 2, (ii) the Pre-Payment Agreement (as defined below) being infull force and effect, (iii) the share capital increase pertaining to theissuance of the Offer Shares in Tranche 1 being validly registered with theNRBE, and (iv) the Offer Shares in Tranche 1 being validly issued and registeredin the Norwegian Central Securities Depository (Euronext Securities Oslo or“VPS”) (jointly, the “Tranche 1 Conditions”). Completion of Tranche 2 is subjectto (i) the completion of Tranche 1, (ii) a resolution by the EGM to issue theOffer Shares in Tranche 2, (iii) the Pre-Payment Agreement being in full forceand effect, (iv) the share capital increase pertaining to the issuance of theOffer Shares in Tranche 2 being validly registered with the NRBE, and (v) theOffer Shares in Tranche 2 being validly issued and registered in the VPS(jointly, the “Tranche 2 Conditions”, and together with the Tranche 1Conditions, the “Conditions”)Completion of Tranche 1 is not conditional upon completion of Tranche 2. Thesettlement of Offer Shares under Tranche 1 will remain final and binding andcannot be revoked, cancelled or terminated by the respective applicants ifTranche 2 is not completed.Equal treatment of shareholders and subsequent offeringThe Private Placement represents a deviation from the shareholders’ pre-emptiveright to subscribe for the Offer Shares. The Board has considered the structureof the contemplated Private Placement in light of the rules on equal treatmentunder the Norwegian Securities Trading Act and is of the opinion that theproposed Private Placement is in compliance with these requirements. The Company has experienced technical and operational challenges during theramp-up phase of the Engebø Project, resulting in delays in achieving expecteddesign capacity and, consequently, in the anticipated timing for the Company toachieve positive cash flow. In light of the foregoing and the Company'santicipated short-term liquidity requirements, the Board considers it to be inthe common interest of the Company and its shareholders to raise equity througha private placement, as the Private Placement will enable the Company to securefinancing required to secure and strengthen the liquidity and financial positionof the Group on an expedited basis. Such financing could not be obtained withinthe 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, theCompany’s Board has resolved to propose that the Company carry out a subsequentoffering of up to 10,833,333 new shares to be issued by the Company at the OfferPrice, raising gross proceeds of up to approx. NOK 130 million (the “SubsequentOffering”) which, subject to applicable securities law, will be directed towardsexisting shareholders in the Company as of 15 January 2026 (as registered in theVPS two trading days thereafter), who (i) were not included in the pre-soundingphase of the Private Placement, (ii) were not allocated Offer Shares in thePrivate Placement, and (iii) are not resident in a jurisdiction where suchoffering would be unlawful or would (in jurisdictions other than Norway) requireany prospectus, filing, registration or similar action (jointly, the "EligibleShareholders"). The Eligible Shareholders are expected to be grantednon-tradable subscription rights. Launch of a Subsequent Offering is, amongother things, subject to completion of the Private Placement, approval by theEGM and will require approval and publication of a prospectus to be prepared bythe Company. The subscription period in a Subsequent Offering is expected tocommence shortly after publication of the prospectus, currently expected duringMarch/April 2026. The Company will issue a separate stock exchange notice withfurther details on the Subsequent Offering. The Company reserves the right inits sole discretion not to conduct or to cancel any Subsequent Offering based onmarket conditions and other relevant factors. AdvisorsClarksons Securities AS and Pareto Securities AS are acting as managers in thePrivate Placement. Advokatfirmaet BAHR AS is acting as legal advisor to theCompany in connection with the Private Placement.ContactsFor further information, please contact:Finn Ivar Marum, CEOTel: +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 EUMarket Abuse Regulation and is subject to the disclosure requirements pursuantto Section 5-12 of the Norwegian Securities Trading Act. This stock exchangeannouncement was published by Tord Meling, CFO in Nordic Mining ASA, on 16January 2026, at 03:17 (CET).About Nordic MiningNordic Mining ASA is a resource company with focus on critical minerals. TheCompany is undertaking a large-scale industrial development at Engebø on thewest coast of Norway through its wholly owned subsidiary, Engebø Rutile andGarnet AS, which has mining rights and permits to a substantial eclogite depositwith rutile and garnet.In addition, the Group holds a landowner agreement for exploration anddevelopment of a high purity quartz deposit in the Kvinnherad Municipality inNorway and is currently conducting a test work program where bulk samples fromthe deposit will be used for pilot scale processing of high purity quartzproduct through a full cycle process. Nordic Mining's project portfolio is ofhigh international standards and holds significant economic potential. Theassets, and in particular the wholly owned Engebø Project, provide a solid valuebasis for Nordic Mining's shareholders. Nordic Mining is listed on Oslo Stock ExchangeIMPORTANT INFORMATIONThis announcement is not and does not form a part of any offer to sell, or asolicitation of an offer to purchase, any securities of the Company. Thedistribution of this announcement and other information may be restricted by lawin certain jurisdictions. Copies of this announcement are not being made and maynot be distributed or sent into any jurisdiction in which such distributionwould be unlawful or would require registration or other measures. Persons intowhose possession this announcement or such other information should come arerequired to inform themselves about and to observe any such restrictions.The securities referred to in this announcement have not been and will not beregistered under the US Securities Act, and accordingly may not be offered orsold in the United States absent registration or an applicable exemption fromthe registration requirements of the Securities Act and in accordance withapplicable U.S. state securities laws. The Company does not intend to registerany part of the offering or their securities in the United States or to conducta public offering of securities in the United States. Any sale in the UnitedStates of the securities mentioned in this announcement will be made solely to"qualified institutional buyers" as defined in Rule 144A under the SecuritiesAct and “major U.S. institutional investors” as defined in Rule 15a-6 under theUnited States Exchange Act of 1934.In any EEA Member State, this communication is only addressed to and is onlydirected at qualified investors in that Member State within the meaning of theProspectus Regulation, i.e., only to investors who can receive the offer withoutan approved prospectus in such EEA Member State. The expression "ProspectusRegulation" means Regulation 2017/1129, as amended, together with any applicableimplementing measures in any Member State.This communication is only being distributed to and is only directed at personsin the United Kingdom that are (i) investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) 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 togetherbeing referred to as "relevant persons"). This communication must not be actedon or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this communication relates is available only forrelevant persons and will be engaged in only with relevant persons. Personsdistributing this communication must satisfy themselves that it is lawful to doso.Matters discussed in this announcement may constitute forward-lookingstatements. 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" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Company believes that these assumptions werereasonable when made, these assumptions are inherently subject to significantknown and unknown risks, uncertainties, contingencies and other importantfactors which are difficult or impossible to predict and are beyond its control.Actual events may differ significantly from any anticipated development due to anumber of factors, including without limitation, changes in investment levelsand need for the Company’s services, changes in the general economic, politicaland market conditions in the markets in which the Company operate, the Company’sability to attract, retain and motivate qualified personnel, changes in theCompany’s ability to engage in commercially acceptable acquisitions andstrategic investments, and changes in laws and regulation and the potentialimpact of legal proceedings and actions. Such risks, uncertainties,contingencies and other important factors could cause actual events to differmaterially from the expectations expressed or implied in this release by suchforward-looking statements. The Company does not provide any guarantees that theassumptions underlying the forward-looking statements in this announcement arefree from errors nor does it accept any responsibility for the future accuracyof the opinions expressed in this announcement or any obligation to update orrevise the statements in this announcement to reflect subsequent events. Youshould not place undue reliance on the forward-looking statements in thisdocument.The information, opinions and forward-looking statements contained in thisannouncement speak only as at its date, and are subject to change withoutnotice. The Company does not undertake any obligation to review, update,confirm, or to release publicly any revisions to any forward-looking statementsto reflect events that occur or circumstances that arise in relation to thecontent of this announcement.Neither the Managers nor any of their respective affiliates makes anyrepresentation as to the accuracy or completeness of this announcement and noneof them accepts any responsibility for the contents of this announcement or anymatters referred to herein.This announcement is for information purposes only and is not to be relied uponin substitution for the exercise of independent judgment. It is not intended asinvestment advice and under no circumstances is it to be used or considered asan offer to sell, or a solicitation of an offer to buy any securities or arecommendation to buy or sell any securities in the Company. Neither theManagers nor any of their affiliates accepts any liability arising from the useof this announcement.More information:Access">https://newsweb.oslobors.no/message/663732">Access the news on Oslo Bors NewsWeb site Nordic Rutile AS 22/27 12.50pct USD C Engebø Rutile and Garnet AS 263559 NO0012734112-XOAM
