Nordic Mining ASA: Support for proposed emergency financing and amendments to bond and royalty arrangements
Oslo, 4 November 2026
Reference is made to the previous stock exchange announcements regarding Nordic Mining ASA (the "Company") and Engebø Rutile and Garnet AS' ("ERG") financial situation, including the announcements on 20 October 2026 regarding proposed short-term financing and amendments to ERG's bond arrangements and 26 October 2026 regarding the development of the negotiations.
The Company and ERG have received indications of support from bondholders representing more than two-thirds of the voting bonds under ERG's senior secured bonds (ISIN: NO0012734112) for a proposal comprising emergency super senior financing, amendments to the existing bond arrangements and related amendments agreed with OMRF (Zr) LLC ("Orion"), ERG's royalty holder. On the basis of this support, the Company and ERG have been able to avoid a bankruptcy filing at this stage and continue their efforts to secure a longer-term restructuring solution.
The proposal will be submitted to the bondholders for approval by way of a written resolution. The indications of support do not constitute a formal bondholder resolution, and no such resolution has yet been passed. The proposed financing has not been completed, and implementation remains subject to formal approval, execution of the transaction documentation and satisfaction of the applicable conditions precedent.
Under the proposal, ERG would issue a separate series of super senior bonds in two tranches, with an aggregate principal amount of up to USD 13,681,250, excluding interest (the "Super Senior Bonds"). Tranche A would provide up to USD 6,000,000 in new money, comprising an initial issue of USD 3,000,000 and a further USD 3,000,000 tap option. For each USD 3,000,000 issued, USD 1,500,000 would be subscribed by a third-party investor that is not an existing bondholder. Of the remaining USD 1,500,000, Orion may subscribe USD 252,000 and the balance, together with any amount not taken up by Orion, would be offered to existing bondholders pro rata on identical terms.
Tranche B would comprise up to USD 7,681,250 of existing bonds elevated into Super Senior Bonds, with a corresponding reduction in the outstanding existing bonds. This elevation would not provide new cash to ERG. Eligible bondholders would be those that subscribed in the September 2026 new tap issue or minority tranche, with each holder's elevation limited to 25% of the lesser of its nominal subscription in those issues and its existing bond holdings on the allocation date. Orion would have an option, exercisable within ten days after issuance, to subscribe USD 1,542,450 of Tranche B at par plus accrued interest, with the proceeds applied to redeem the other Tranche B holders pro rata on the same basis, without increasing the total amount of Tranche B.
The Super Senior Bonds would bear interest at 17.5% per annum, accruing without compounding and payable in kind at maturity. They would mature four weeks after the initial issue date or, if the tap option is exercised with the required consents, four weeks after the tap issue date. Exercise of the tap option would involve replacement of the outstanding Super Senior Bonds, including accrued interest, with new bonds of the same tranche and corresponding rights. Proceeds would be used for immediate working capital requirements over the next few weeks and applied only in accordance with an agreed budget, subject to a 10% variance and weekly cash reporting. Payments outside the permitted budget variance would constitute an event of default.
The Super Senior Bonds would benefit from ERG's existing transaction security. They would rank ahead of both the existing bonds and Orion's royalty claims. Within the super senior priority, recoveries would be applied, after trustee and security agent amounts and enforcement costs, first to Tranche A, then, out of cash recoveries only, to the Company's advisors fees capped at USD 1,000,000, and then to Tranche B. Related turnover and intercreditor arrangements would give effect to this priority. Payments on the existing bonds and royalty payments would be restricted until repayment of the Super Senior Bonds, subject to the agreed exception for royalty payments after Tranche A has been repaid or purchased in full and the royalty payment trigger has occurred.
The proposed amendments to Orion's royalty arrangements include a reduction of the royalty rate to 2% of gross revenue, removal of the USD 1,000,000 payment and release of accrued unpaid royalty and related late payment interest. No royalty would accrue or become payable until ERG has achieved four consecutive quarters of positive levered free cash flow, subject to an earlier trigger for specified shareholder payments by ERG or the Company.
If existing bonds are subsequently converted into equity and the aggregate principal converted reaches at least 50% of USD 181,643,750, the royalty rate and termination amount would be reduced proportionately to the percentage converted. Orion would receive equity equal to that percentage multiplied by 17.4%, subject to dilution alongside bondholders by new equity funding. Upon a 100% conversion, the royalty and termination amount would cease and Orion would receive 17.4% of the equity, subject to such dilution. No such conversion is being implemented under the current proposal.
Orion's termination amount would be the greater of USD 37,500,000 and the net present value of the royalty at an 8% discount rate, calculated as if royalty payments had commenced and subject to the reductions described above. It would rank behind the Super Senior Bonds, the existing bonds and other first-ranking liabilities. Before royalty payments commence, Orion's termination right would be limited to ERG's insolvency, excluding steps to implement a bond-to-equity conversion. Orion would have no consent right over a strategic transaction where the royalty survives, or a distressed sale to a qualifying independent third party, subject to the agreed conditions and termination payment arrangements. Orion would also retain a right, but no obligation, to participate in a specified proportion of future financing taken up by Orion and bondholders, without a right to consent to or delay that financing.
The proposal would reinstate and extend the relevant covenant waiver period from 15 October 2026 to the maturity date of the Super Senior Bonds, continue suspension of the minimum liquidity covenant and defer both the previously deferred August 2026 coupon and the coupon falling due on 9 November 2026 to that date, without default interest during the deferral. It would also provide for forbearance in respect of existing events of default until that date, subject to earlier termination on specified events, including insolvency proceedings, a default under or acceleration of the Super Senior Bonds, or payments outside the agreed budget variance. Existing events of default would not themselves be waived by that forbearance.
The draft summons records that certain bondholders have raised equal-treatment objections to the proposed Tranche B elevation. ERG considers the differential treatment objectively justified and proportionate in the common interest of ERG and its bondholders, including because the relevant September funding was offered to all bondholders pro rata on identical terms and the elevation is limited and linked to that funding. The proposal remains subject to the formal bondholder approval process.
Implementation would also require, among other matters, Orion's written consents, execution of the amended royalty and intercreditor agreements and the Super Senior Bond Terms, confirmation of the security and guarantee arrangements, necessary corporate approvals and delivery of the agreed budget. The Orion consents and execution of the royalty and intercreditor amendments are non-waivable conditions.
The proposed arrangements constitute emergency bridge funding and do not represent a comprehensive or final solution to the Company's and ERG's financial situation. ERG's liquidity position remains critical. There can be no assurance that the proposal will be approved or implemented, that the financing will be funded or the tap option exercised, or that a longer-term restructuring solution will be achieved within the available timeframe. If the financing or a subsequent solution is not secured in time, the Company and ERG may need to file for bankruptcy. Any subsequent restructuring may involve substantial dilution of existing shareholders or loss of their investment.
Further information regarding the Company's and ERG's financial situation, including the outcome of the written resolution process and implementation of the proposed arrangements, will be provided when available.
For further information, please contact:
Tord Meling, CFO
Tel: +47 99 09 87 66
tord.meling@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, on 4 November 2026, at 08:45 (CET).