SUPPLEMENTAL PROSPECTUS

Transcription

1 SUPPLEMENTAL PROSPECTUS A Norwegian public limited company organised under the laws of Norway WITH SUPPLEMENTAL INFORMATION TO THE PROSPECTUS DATED 24 OCTOBER 2014 CONCERNING THE RIGHTS ISSUE AND LISTING OF UP TO 28,000,000 OFFER SHARES AT A SUBSCRIPTION PRICE OF NOK 0.60 PER OFFER SHARE, WITH TRADABLE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS AS OF THE END OF 22 OCTOBER 2014 SUBSCRIPTION PERIOD: FROM AND INCLUDING 28 OCTOBER 2014 TO AND INCLUDING 14 NOVEMBER 2014 TRADING IN SUBSCRIPTION RIGHTS: FROM AND INCLUDING 28 OCTOBER 2014 TO AND INCLUDING 12 NOVEMBER 2014 SUBSCRIPTION RIGHTS THAT ARE NOT EXERCISED AND USED FOR SUBSCRIPTION OF OFFER SHARES PRIOR TO THE EXPIRY OF THE SUBSCRIPTION PERIOD WILL LAPSE WITHOUT COMPENSATION AND CONSEQUENTLY BE OF NO VALUE MANAGER: 5 NOVEMBER 2014

2 Important Notice This document (the "Supplemental Prospectus") is a supplement to the prospectus dated 24 October 2014 (the "Prospectus"), which has been prepared in order to provide information about Nordic Mining ASA ( Nordic Mining or the Company ) and its business in connection with the Rights Issue and Listing on Oslo Axess of up to 28,000,000 Offer Shares in Nordic Mining at a Subscription Price of NOK 0.60 per Offer Share with tradable Subscription Rights for shareholders of the Company who as of the end of 22 October 2014, as registered in the Norwegian Central Securities Depository (the VPS ) on 24 October 2014 (the Record Date ), and who are not resident in a jurisdiction where such offering would be unlawful, or for other jurisdictions than Norway would require any filing, registration or similar action (the Eligible Shareholders ), subject to applicable securities laws and the terms set out in the Prospectus. The information herein is to be considered as part of the Prospectus and as part of the basis for any decision to invest in the Offer Shares. This Supplemental Prospectus is to be read in connection with the Prospectus. Unless explicitly stated otherwise, capitalised terms used herein shall have the meaning ascribed to such term in the Prospectus, see Section 22 (Definitions & Glossary Terms) of the Prospectus. This Supplemental Prospectus has been prepared to comply with Section 7-15 of the Securities Trading Act, pursuant to which significant new factors, material mistakes or inaccuracies relating to the information included in a prospectus, occurring or being noticed between the time when a prospectus is approved and the date of admission to trading of securities, and which are capable of affecting the assessment of the securities, shall be included in a prospectus supplement. The Financial Supervisory Authority of Norway (the Norwegian FSA ) has reviewed and approved this Supplemental Prospectus in accordance with Sections 7-7, 7-8 and 7-15 of the Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information included in this Supplemental Prospectus. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or referred to in this Supplemental Prospectus. The supplemental information contained in this Prospectus Supplement is to be considered as an integral part of, and is to be read together with, the Prospectus. The supplemental information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. Neither the publication nor distribution of this Supplemental Prospectus shall under any circumstances create any implication that there has been no change in the Group's affairs subsequent to the date of the Prospectus (other than in respect of supplemental information provided herein or in other supplements to the Prospectus), or, in respect of the supplemental information set forth herein, subsequent to the date hereof, or that the supplemental information set forth herein is correct as of any date subsequent to the date hereof. Investors who have applied for Offer Shares in the Rights Issue before the publication of this Supplemental Prospectus have the right to withdraw their application within two Norwegian business days after the publication of this Supplemental Prospectus, in accordance with Section 7-21 (2) of the Securities Trading Act (i.e. prior to 16:30 hours CET on 7 November 2014). See Section 5 "Right to withdraw subscriptions" below. The Company has furnished the information in this Supplemental Prospectus. The Company has engaged Swedbank as manager (the Manager ) for the Listing and the Rights Issue. No person is authorised to give any information or to make any representation in connection with the Rights Issue other than as contained in the Prospectus and this Supplemental Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or the Manager or by any of the affiliates, advisors or selling agents of any of the foregoing. As further set out in the Prospectus, the distribution of the Prospectus, this Supplemental Prospectus and the offering and sale of the Offer Shares in certain jurisdictions may be restricted by law. The Company and the Manager require persons in possession of the Prospectus and this Supplemental Prospectus, in possession of Subscription Rights or considering subscribing for Offer Shares to inform themselves about, and to observe, any such restrictions. The Prospectus and this Supplemental Prospectus do not constitute an offer of, or an invitation to purchase, any of the Offer Shares in any jurisdiction in which such offer or subscription or purchase would be unlawful. No one has taken any action that would permit a public offering of Subscription Rights or the Offer Shares to occur outside of Norway. Accordingly, neither the Prospectus and this Supplemental Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. The Company and the Manager require persons in possession of the Prospectus and this Prospectus Supplement to inform themselves about and to observe any such restrictions. This Supplemental Prospectus is subject to Norwegian law. Any dispute arising in respect of or in connection with this Supplemental Prospectus, the Prospectus or the Rights Issue is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as legal venue.

3 1. STATEMENT OF RESPONSIBILITY The members of the Board of Directors, who is responsible for this Supplemental Prospectus, confirm that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplemental Prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, 5 November 2014 The Board of Directors of Nordic Mining ASA Tarmo Tuominen Chairman Kjell Roland Deputy chairman Hilde Myrberg Board member Mari Thjømøe Board member Tore Viana-Rønningen Board member 2. INFORMATION FROM THE MANAGER The Manager makes any representation or warranty, whether express or implied, as to the accuracy or completeness of the information in this Supplemental Prospectus, and nothing contained in this Supplemental Prospectus is, or shall be relied upon as, a promise or representation by any of the Manager. 3

4 3. SUPPLEMENTAL INFORMATION 3.1. INCREASED ESTIMATE FOR THE ASSOCIATED COMPANY KELIBER OY'S INDICATED MINERAL RESOURCES On 4 November 2014, Keliber reported the results of the Competent Persons' estimates for the Rapasaari and Emmes lithium deposits. The Competent Persons' estimates for the two deposits, in accordance with the JORC Code 2012, imply a 55 per cent increase of Keliber's indicated mineral resources. The Competent Persons preliminary estimation regarding Rapasaari is: Resources (JORC) Reserves (JORC) Res. class Tonnes Li 2O% Res. class Tonnes Li 2O% Indicated 922, Inferred Total Source: Expert opinion on Keliber by Competent Persons Markku Meriläinen and Pekka Lovén The Competent Persons preliminary estimation regarding Emmes is: Resources (JORC) Reserves (JORC) Res. class Tonnes Li 2O% Res. class Tonnes Li 2O% Indicated 818, Inferred Total 818,000 Source: Expert opinion on Keliber by Competent Persons Markku Meriläinen and Pekka Lovén The cut-off grade in the estimates is 0.7 per cent Li 2 O and specific gravidity is The Rapasaari lithium deposit can be mined as conventional open pit whereas the Emmes deposit will be an underground mine. The Rapasaari lithium deposit was put out on an international tender by the Finnish Ministry of Employment and the Economy in Keliber made an offer by due date which was accepted by the ministry early The contract documentation has now been completed, and the contract for the acquisition of the Rapasaari lithium deposit has been signed by Keliber. Keliber also holds valid claims for the Emmes deposit. The Rapasaari deposit is located in the border zone of the municipalities Kaustinen and Kokkola in the Ostrobothnia region in Finland. The Emmes deposit is located in Kruunupyy municipality. Both deposits are located within a 20 km distance from the planned processing plant at Kalavesi. As previously informed Keliber is undertaking environmental impact assessments related to its most prospective mineral deposits. Expected completion of the studies is around year-end 2014 or early Further, Keliber is conducting a pre-feasibility study of the lithium project, tentatively scheduled for completion in the first half of In connection with this, production lifetime based on the various deposits will be evaluated. As informed in the Prospectus, previous ore reserve estimates will be confirmed or revised in accordance with the JORC Code 2012 in connection with the prefeasibility study as this is a JORC Code 2012 requirement as from 1 December For further information please see Appendix 2 to the Prospectus. Nordic Mining holds approximately 25 per cent of the shares in Keliber. 4

5 3.2. RECOMMENDATION FROM THE NORWEGIAN ENVIRONMENT AGENCY IN CONNECTION WITH THE GROUP'S ENGEBØ RUTILE PROJECT A remark presented in 2010 from the Directorate of Fisheries in connection with the industrial area plan for the Engebø rutile project is in the process of consideration by the Ministry of Local Government and Modernisation ( KMD ). The Group s application for waste disposal permit will be considered by the Ministry of Climate and Environment ( KLD ). In an ongoing hearing process, KMD has requested views related to the industrial area plan from the Ministry of Trade, Industry and Fisheries ( NFD ) and KLD. On 4 November 2014, the time limit for the ministries response was extended to 21 November NFD and KLD have requested opinions and recommendations from subordinate directorates and agencies. KMD s decision related to the industrial area plan will consider all aspects of the Engebø rutile project, including i.a. industrial and employment potential, other society perspectives and environmental issues. In a letter to NFD dated 28 October 2014, the Directorate of Fisheries has re-confirmed its remark presented in 2010 to the industrial area plan. The Directorate has emphasised arguments and information expressed in a letter dated 27 October 2014 from the Institute of Marine Research ( HI ) to the Directorate of Fisheries. The subject letters are available on the institutions webpages at and respectively. In a letter to NFD dated 29 October 2014, the Directorate of Mining has recommended that the industrial area plan is approved. The letter is available on the Directorate of Mining s webpage at In a letter to KLD dated 4 November 2014, the Norwegian Environment Agency published its recommendation related to the industrial area plan. The letter is available at the Environment Agency s webpage at The Environment Agency concluded that the tailings will deposit as planned within the disposal area, and that the tailings deposit will have limited impact on marine organisms outside the disposal area. The Environment Agency recommended, however, that the industrial area plan is not approved. The recommendation was based on a view that the planned tailings disposal in the Førdefjord will have negative effects for possible spawning ground for blue ling and possible nursery area for greyfish, and entail uncertainty related to migration routes for cod and eel. In the opinion of the Environment Agency, the sea disposal could be in conflict with Norway's responsibilities for protection of the diversity of natural species. NFD and KLD will consider the remarks and recommendations from the subordinate institutions and submit their recommendations related to the industrial area plan to KMD within 21 November Nordic Mining s remarks Together with its advisors, DNV GL and SINTEF for the supplementary information which was submitted to KLD 30 September 2014, Nordic Mining will express its opinion primarily to the statements from HI, the Directorate of Fisheries and the Environment Agency. Nordic Mining s statements will be published on the Company s webpage at The comments from the Directorate of Fisheries related to commercial fisheries and fish farming in the area relevant to the planned rutile production are in Nordic Mining s opinion limited and partly irrelevant for the consideration of the Engebø project. The statement from the Environment Agency confirms that the mineral residues from Engebø will deposit as planned within the disposal area, and that the deposition will have limited impact on marine organisms outside the disposal area. In Nordic Mining s opinion, the Environment Agency s remarks and conclusions with regard to possible harmful effects for certain fish, in particular blue ling, eel, spiny dogfish and coastal cod, are based on vague information. In Nordic Mining s view 5

6 the Agency s statement of a possible spawning area for blue ling in the deposition area is not substantiated. Further, we would like to emphasise that coastal cod can freely migrate to access spawning grounds since particles from the tailings disposal will be limited to the deeper parts of the disposal area. The Environment Agency has confirmed that the probability for vertical particle distribution from the tailings disposal is limited. In Nordic Mining s opinion, the Environment Agency s precautionary approach in this matter is too predominant. As mentioned above, KLD and NFD will submit comments and recommendations to KMD within 21 November Nordic Mining has no information of the time schedule for KMD s decision related to the industrial area plan and KLD s considerations of a waste disposal permit. KMD s decision will consider all aspects of the Engebø rutile project, including i.a. industrial and employment potential, other society perspectives and environmental issues. In Nordic Mining s view the positive industrial and social effects from mineral production at Engebø will outweigh possible environmental concerns. 6

7 4. EXTENSION OF THE SUBSCRIPTION PERIOD The subscription period for the Rights Issue was initially set to expire on 12 November 2014 at 16:30 (CET). In accordance with the terms for the Rights Issue, the Company has resolved to extend the Subscription Period for the Rights Issue. The new Subscription Period will expire on 14 November 2014 at 16:30 (CET). The new period for trading in Subscription Rights will expire on 12 November 2014 at 16:30 hours (CET). As a consequence of the extension of the Subscription Period, the allocation date, the payment date, the date of delivery of Offer Shares and Listing will be extended correspondingly. The updated time table for the Rights issue is: Last day of trading in the Shares including Subscription Rights 22 October 2014 Ex. rights trading in the Shares October 2014 Record Date October 2014 Subscription Period commences October 2014 First day of trading of Subscription Rights on Oslo Axess October 2014 End of trading of Subscription Rights on Oslo Axess November 2014 at 16:30 hours (CET) Subscription Period ends November 2014 at 16:30 hours (CET) Allocation of the Offer Shares... On or about 17 November 2014 Publication of the results of the Offering... On or about 18 November 2014 Distribution of allocation letters... On or about 18 November 2014 Payment Due Date November 2014 Registration of the share capital increase... On or about 25 November 2014 Delivery date for the Offer Shares... On or about 25 November 2014 Listing and commencement of trading on Oslo Axess... On or about 25 November RIGHT TO WITHDRAW SUBSCRIPTIONS Subscribers who have subscribed for Offer Shares in the Rights Issue before the publishing of this Supplemental Prospectus have the right to withdraw their subscriptions within two Norwegian business days after the publication of this Supplemental Prospectus, in accordance with Section 7-21 (2) of the Securities Trading Act (i.e. prior to 16:30 hours (CET) on 7 November 2014). Such withdrawal is made by contacting the Manager with whom the application was made (including applications through the VPS online application system) within two days after publication of this Supplemental Prospectus. Contact information for the Manager is: Swedbank P.O. Box 1441 Vika N-0115 Oslo Norway Facsimile: Telephone: Web: Subscribers that have applied for Offer Shares in the Rights Issue before the publication of this Supplemental Prospectus and have not utilised the right to withdraw their application within the two-day deadline as indicated above, will be regarded as having accepted the revised terms of the Rights Issue and hence will not need to submit a new Subscription Form. 7

8 Nordic Mining ASA Munkedamsveien 45 A, Vika Atrium N 0250 Oslo NORWAY Phone: Fax: Swedbank P.O. Box 1441 Vika N-0115 Oslo Norway Phone: Fax: