Nordic Mining and Orion Resource Partners signs USD 55 million binding investment agreement
Nordic Mining ASA ("Nordic Mining" or the "Company") is pleased to announce that
its wholly owned subsidiary Nordic Rutile AS has signed binding agreements with
a fund managed by Orion Resource Partners ("Orion") for USD 55 million
investment in the Engebø Rutile and Garnet Project (the "Engebø Project"). The
investment comprises a USD 50 million non-dilutive royalty instrument to Nordic
Rutile AS and USD 5 million in equity, which will be contributed to Nordic
Mining ASA. The royalty instrument is secured, subordinate to the USD 100
million senior secured bond issued on 9 November 2022, subject to the terms of
an Intercreditor Agreement.

Highlights:

· Investment of USD 55 million from mining private equity fund that
specializes in mining investments
· USD 50 million in a non-dilutive royalty instrument
· USD 5 million in equity at the same terms as in the contemplated Private
Placement

· Royalty payments equal to 11% of gross revenue from the Engebø Project
· Royalty to hold second priority lien on senior security package, subject to
the terms of an Intercreditor Agreement

The agreements are inter alia subject to certain conditions precedent which are
customary for this type of agreements to be satisfied before close of the equity
investment and drawdown of the USD 50 million royalty financing, respectively.

Through this investment agreement, Nordic Mining has secured around 76% of the
full project financing package of USD 277 million, which will include both a
contingency of around USD 25 million and a project reserve of USD 30 million.
The remaining project financing amounting to around USD 66 million, will be
carried out in a contemplated Private Placement to be resolved at the
Extraordinary General Meeting to be held on Friday 3 March 2023. Nordic Mining
intends, as stated in the summons, to propose a subsequent repair offering
(subsequent offering) of new shares at the same subscription price as in the
Private Placement towards existing shareholders not offered to participate in
the Private Placement, subject to the completion and final terms of the Private
Placement and equal treatment considerations, and other considerations.

"We are pleased to have formally signed with Orion as a cornerstone investor in
the Engebø Project. We see that the project, which is well into construction and
will be the first critical mineral project in Norway, has received very good
response from leading international, as well as Norwegian and Scandinavian
investors for the upcoming equity raise", says Ivar Fossum, CEO of Nordic
Mining.

Clarksons Securities AS and SpareBank 1 Markets AS act as Financial Advisers in
relation to the Project Financing of the Engebø Rutile and Garnet Project.

Orion Resource Partners (www.orionrp.com)

Orion Resource Partners is an $8.0 billion global asset management firm that
specializes in institutional investment strategies in precious and base metals
and minerals, many of which are currently leveraged to stimulus and
infrastructure spend and the push to decarbonize. Headquartered in NYC and with
offices in Denver, London, and Sydney, Orion includes a team of 65 professionals
with backgrounds in metals finance, physical metals logistics and sales, and in
-house technical professionals responsible for risk assessment and portfolio
management.

Her har du misforstått. Er kun en formalisering av tidligere intensjon. Skal fortsatt ha rettet emisjon på 66m dollar. Og det vil komme en reparasjonsemisjon i etterkant til eksisterende aksjonærer.