Universal Registration Document

A Norwegian public limited liability company organised under the laws of Norway

II – Universal Registration Document

The distribution this Universal Registration Document may in certain jurisdictions be restricted by law. Accordingly, the Universal Registration Document may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. The Company, Clarksons Platou Securities AS and SpareBank 1 Markets AS require persons in possession of the Universal Registration Document to inform themselves about, and to observe, any such restrictions.

MANAGERS:

The date of the Universal Registration Document is 30 April 2020

Important Notice

The information in this Universal Registration Document has been prepared according to chapter 7 of the Norwegian Securities Trading Act in connection with the Listing on Oslo Axess of the Private Placement Shares, subject to applicable securities laws and the terms set out in the Securities Note.

The Financial Supervisory Authority (the "Norwegian FSA") has reviewed and approved this Universal Registration Document (which in in combination with the Summary and the Share Security Note dated 30 April 2020 constitutes the Prospectus) as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Universal Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129, and such approval should not be considered as an endorsement of the issuer that are the subject of this Universal Registration Document. This Universal Registration Document was approved by the Norwegian FSA on 30 April 2020. The Universal Registration Document has been drawn up as part of the Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by amendments, if applicable, and a securities note and summary approved in accordance with Regulation (EU) 2017/1129.

The Company has furnished the information in the Universal Registration Document. The Company engaged Clarksons Platou Securities AS and SpareBank 1 Markets AS (the “Managers”) as managers for the Private Placement. Neither the Company nor the Managers have authorised any other person to provide investors with any other information related to the Private Placement and Listing and neither the Company nor the Managers will assume any responsibility for any information other persons may provide. Unless otherwise indicated, the 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 the Universal Registration Document shall under any circumstances create any implication that there has been no change in the Group's affairs or that the information herein is correct as of any time subsequent to the date of the Universal Registration Document.

Without limiting the manner in which the Company may choose to make any public announcements, and subject to the Company’s obligations under applicable law and regulations, announcements relating to the matters described in the Universal Registration Document will be considered to have been made once they have been received by Oslo Børs and distributed through its information system.

The Universal Registration Document is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of the Universal Registration Document is subject to the exclusive jurisdiction of Oslo City Court.

The distribution of the Universal Registration Document may be restricted by law. The Company and the Managers require persons in possession of the Universal Registration Document to inform themselves about, and to observe, any such restrictions.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

TABLE OF CONTENTS

1. DECLARATION BY PERSONS RESPONSIBLE ...... 5 2. RISK FACTORS ...... 6

2.1. RISK CONNECTED TO EXPLORATION AND DEVELOPMENT OF PROJECTS ...... 6 2.2. FINANCIAL RISK – REQUIREMENT FOR NEW CAPITAL ...... 7 3. GENERAL INFORMATION ...... 8

3.1. OTHER IMPORTANT INVESTOR INFORMATION ...... 8 3.2. PRESENTATION OF FINANCIAL AND OTHER INFORMATION ...... 8 3.3. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ...... 9 3.4. APPROVAL AND FUTURE USE OF THE UNIVERSAL REGISTRATION DOCUMENT AND PROSPECTUS ...... 10 4. PRESENTATION OF NORDIC MINING ...... 11

4.1. HISTORY AND DEVELOPMENT ...... 11 4.2. LEGAL STRUCTURE ...... 13 4.3. BUSINESS OVERVIEW ...... 14 4.4. BUSINESS IDEA, GOALS AND STRATEGY ...... 14 4.5. OVERVIEW MINERALS AND METALS DEPOSITS IN NORDIC MINING ...... 14 4.6. STRATEGIC BUSINESS APPROACH ...... 15 4.7. RESEARCH AND DEVELOPMENT ...... 34 4.8. PATENTS AND LICENSES...... 34 4.9. REGULATORY ENVIRONMENT ...... 34 5. MARKET OVERVIEW ...... 36

5.1. RECENT TRENDS AND OUTLOOK IN THE MINING INDUSTRY ...... 36 5.2. THE NORWEGIAN MINING INDUSTRY ...... 36 5.3. NORDIC MINING'S PRINCIPAL MARKETS ...... 37 5.4. TITANIUM ...... 38 5.5. GARNET ...... 46 5.6. LITHIUM ...... 49 6. SELECTED FINANCIAL INFORMATION ...... 58

6.1. INTRODUCTION AND BASIS FOR PREPARATION ...... 58 6.2. SUMMARY OF ACCOUNTING POLICIES AND PRINCIPLES ...... 58 6.3. AUDITOR ...... 58 6.4. CONSOLIDATED INCOME STATEMENTS ...... 59 6.5. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION ...... 60 6.6. CONSOLIDATED CASH FLOW STATEMENTS ...... 61 6.7. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ...... 61 6.8. SEGMENT INFORMATION ...... 62 6.9. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 62 6.10. DIVIDEND POLICY ...... 65 6.11. LEGAL AND ARBITRATION PROCEEDINGS ...... 65 6.12. FUNDING AND TREASURY POLICIES AND OBJECTIVE ...... 65 6.13. TRENDS ...... 65 6.14. IMPORTANT EVENTS IN THE YEAR 2019 AND 2020 YEAR-TO-DATE ...... 65 6.15. SIGNIFICANT CHANGES IN THE GROUP'S FINANCIAL OR TRADING POSITION SINCE 31 DECEMBER 2019 ...... 67 7. CAPITAL RESOURCES ...... 68

7.1. CASH FLOWS...... 68 7.2. WORKING CAPITAL STATEMENT ...... 69 7.3. NEED FOR WORKING CAPITAL BEYOND THE NEXT TWELVE MONTHS ...... 69 7.4. KEY RATIOS ...... 69 7.5. CAPITALISATION AND INDEBTEDNESS ...... 70 7.6. INVESTMENTS ...... 71 8. PROPERTY, PLANT AND EQUIPMENT ...... 73

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

9. BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE ...... 75

9.1. THE BOARD OF DIRECTORS ...... 75 9.2. MANAGEMENT ...... 77 9.3. REMUNERATION AND BENEFITS ...... 78 9.4. SHARE OPTION SCHEME ...... 79 9.5. BENEFITS UPON TERMINATION ...... 79 9.6. PENSION OBLIGATIONS ...... 79 9.7. LOANS AND GUARANTEES ...... 79 9.8. EMPLOYEES ...... 79 9.9. COMMITTEES ...... 79 9.10. CORPORATE GOVERNANCE ...... 80 9.11. CONFLICTS OF INTERESTS ETC...... 80 9.12. FRAUDULENT OFFENCE, BANKRUPTCY, INCRIMINATION AND DISQUALIFICATION ...... 81 10. CONTRACTS ...... 82

10.1. CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS ...... 82 10.2. MATERIAL CONTRACTS ...... 82 11. RELATED PARTY TRANSACTIONS ...... 83 12. CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL ...... 84

12.1. COMPANY CORPORATE INFORMATION ...... 84 12.2. THE SHARE CAPITAL ...... 84 12.3. SHAREHOLDER STRUCTURE ...... 85 12.4. AUTHORISATIONS TO INCREASE THE SHARE CAPITAL ...... 86 12.5. OTHER FINANCIAL INSTRUMENTS ...... 86 12.6. TREASURY SHARES ...... 86 12.7. SHAREHOLDER RIGHTS ...... 86 12.8. THE ARTICLES OF ASSOCIATION ...... 87 12.9. CERTAIN ASPECTS OF NORWEGIAN CORPORATE LAW ...... 87 13. NORWEGIAN TAX ...... 91

13.1. NORWEGIAN SHAREHOLDERS ...... 91 13.2. NON-RESIDENT SHAREHOLDERS ...... 93 13.3. DUTIES ON THE TRANSFER OF SHARES ...... 94 14. DOCUMENTS AVAILABLE ...... 95

14.1. INCORPORATED BY REFERENCE ...... 95 15. DEFINITIONS & GLOSSARY TERMS ...... 96

APPENDICES

Appendix 1: Articles of Association of Nordic Mining ...... 99

Appendix 2: Annual report 2019 on Nordic Mining's mineral deposits, exploration results, mineral resources and mineral reserves ...... 100

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

1. DECLARATION BY PERSONS RESPONSIBLE

The Board of Directors of Nordic Mining ASA accepts responsibility for the information contained in the Universal Registration Document. The Board of Directors confirm that, having taken all reasonable care to ensure that such is the case, the information contained in the Universal Registration Document is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.

Oslo, 30 April 2020

The Board of Directors of Nordic Mining ASA

Kjell Roland Kjell Sletsjøe Chair Deputy Chair

Benedicte Nordang Antony Beckmand Eva Kaijser Board member Board member Board member

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

2. RISK FACTORS

Investing in the Shares involves inherent risks. Before deciding whether to invest in the Shares, a prospective investor should consider carefully all the information set forth in the Universal Registration Document, and in particular, the specific risk factors set out below and in the Securities Note, being the material risk factors presently known by the Company. An investment in the Shares is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment.

If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Group's business, financial condition, results of operations and/or cash flow, which may cause a decline in the value and trading price of the Shares that could result in a loss of all or part of any investment in the Shares.

2.1. Risk connected to exploration and development of projects

Operational risk

Project development risk

The Group's main project, the Engebø rutile and garnet project, is in the developing phase. Final geological resource estimation including classification and evaluation of mine ability, ore grade and operating mining costs related to the project have not yet been completed. Also, capital expenditures, processing costs and other financial and non-financial aspects of feasibility have not yet been fully finalized. The Group has completed a definitive feasibility studies with assistance from third party experts. Although, this has mitigated certain project development risks, the aforesaid risks will be inherent in the Engebø rutile and garnet project and the Group considers these risks to be substantial because the Engebø rutile and garnet project is the main project of the Company.

The Group will extract rutile and garnet from the Engebø deposit. If the exploration, development and production for any reason is shut down or interrupted, e.g. due to rock bursts, cave-ins, adverse weather conditions, flooding and other conditions involved in the drilling and removal of material, damage caused by operations and delays in supplies of critical resources for production, the Group will be unable to deliver its products to customers. The Group considers this risk to be substantial as the Engebø rutile and garnet project is the Group's main project, and a major incident at Engebø could have severe consequences for the Group.

The abovementioned risks are also to the same extent inherent in the related company Keliber's lithium project.

Risk for inaccurate estimates

There are considerable uncertainty factors in estimating the size and value of mineral resources and reserves. The reservoir technique is a subjective and inexact process where the estimation of the accumulation of mineral resources and reserves in the property cannot be accurately measured. In order to evaluate the recoverable mineral volumes, a number of geological, geophysical, technical and production data must be evaluated. The evaluation conducted related to the Engebø rutile and garnet project and Keliber's lithium project may later prove to be inaccurate, and there is a real risk that estimated resources and reserves may be adjusted downward (or upward).

Dependence on key personnel

The Group's development and prospects are dependent upon the continued services and performance of its senior management and other key personnel and consultants as development of larger mineral projects require highly experienced and competent personnel. Financial difficulties or other factors could adversely affect the Group's ability to retain key employees. Further, due to the strong demand

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

for qualified persons with experience within the mining industry and the limited number of employees in the Group, a loss of a key employee may delay and thus have a significant adverse impact on the Engebø rutile and garnet project.

Market risk

Minerals and metal prices

The Group has no control over the prices of rutile, garnet and lithium, which can be affected by numerous factors including international economic and political trends as currently demonstrated by the Coronavirus pandemic, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, new discoveries of viable competing projects resulting in increased production from competitors, speculative activities and increased or decreased production due to changes in extraction and production methods. These factors are risks that are substantial as negative price trends will have adverse effect on the Group and Keliber's ability to finance and develop their respective projects that are in a pre-commercial stage and on the future economic viability of these projects.

Governmental risk

Government regulations

The Group and Keliber operates in an industry which is subject to extensive laws and regulations relevant for mining operations, in particular in relation to environmental and operational issues, which has become more stringent over time. Compliance with respect to environmental regulations, closure and other matters may involve significant costs and/or other liabilities.

The future operations of the Group and Keliber will require permits from governmental authorities pursuant to such laws and regulation and there is no guarantee that such permits will be granted on conditions that are adequate or viable for planned operations at Engebø or for Keliber.

2.2. Financial Risk – requirement for new capital

Requirement for new capital

The development of the Group's properties, licenses and Exploration Rights depends on the Company's ability to obtain financing through equity financing, debt financing, project financing or other means. Financing is, inter alia, dependent on the Company's ability to secure offtake agreements on terms satisfactory for lenders or equity providers. There is no assurance that the Company will be successful in obtaining the substantial financing required to finance the Engebø rutile and garnet project or to participate in the financing of Keliber. If the Company is unable to obtain additional financing as needed, it may have to reduce the scope of its operations or anticipated expansion, or delay or indefinitely postpone exploration, development or production on any or all of the Group's projects.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

3. GENERAL INFORMATION

3.1. Other important investor information

The Company has furnished the information in the Universal Registration Document. No representation or warranty, express or implied, is made by the Managers as to the accuracy, completeness or verification of the information set forth herein, and nothing contained in the Universal Registration Document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Managers assume no responsibility for the accuracy, completeness or verification of the Universal Registration Document and accordingly disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of the Universal Registration Document or any such statement. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of Shares.

Investing in the Shares involves a high degree of risk; see section 2 "Risk Factors".

3.2. Presentation of financial and other information

Financial information

The Group's Audited Financial Statements for the years ended 31 December 2019, 2018 and 2017 have been prepared in accordance with IFRS as adopted by EU.

Industry and market data

The Universal Registration Document contains statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to the Group's business and the industries and markets in which it operates. Unless otherwise indicated, such information reflects the Group's estimates based on analysis of multiple sources, including data compiled by professional organisations, consultants and analysts and information otherwise obtained from other third-party sources, such as annual and interim financial statements and other presentations published by listed companies operating within the same industry as the Group. Unless otherwise indicated in the Universal Registration Document, the basis for any statements regarding the Group's competitive position is based on the Company's own assessment and knowledge of the market in which it operates.

The Company confirms that where information has been sourced from third parties, such information has been accurately reproduced and that as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where information sourced from third parties has been presented, the source of such information has been identified. The Company does not intend, and does not assume any obligations, to update the industry and market data set forth in the Universal Registration Document.

Industry publications or reports generally state that the information they contain has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. The Company has not independently verified and cannot give any assurances as to the accuracy of market data contained in the Universal Registration Document that was extracted from these industry publications or reports and reproduced herein. Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual market conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents, including judgments about what types of products and transactions should be included in the relevant market.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

As a result, prospective investors should be aware that statistics, data, statements and other information relating to markets, market sizes, market shares, market positions and other industry data in the Universal Registration Document (and projections, assumptions and estimates based on such information) may not be reliable indicators of the Group's future performance and the future performance of the industry in which it operates. Such indicators are necessarily subject to a high degree of uncertainty and risk due to the limitations described above and to a variety of other factors, including those described in section 2 "Risk Factors" and elsewhere in the Universal Registration Document.

Rounding

Certain figures included in the Universal Registration Document have been subject to rounding adjustments (by rounding to the nearest whole number or decimal or fraction, as the case may be). Accordingly, figures shown for the same category presented in different tables may vary slightly. As a result of rounding adjustments, the figures presented may not add up to the total amount presented.

3.3. Cautionary note regarding forward-looking statements

The Universal Registration Document includes forward-looking statements, including without limitation, projections and expectations regarding the Group's future financial position, business strategy, plans and objectives. All forward-looking statements included in the Universal Registration Document are based on information available to the Company, and views and assessments of the Company, as at the date of the Universal Registration Document. Except as required by the applicable stock exchange rules or applicable law, the Company does not intend, and expressly disclaims any obligation or undertaking, to publicly update, correct or revise any of the information included in the Universal Registration Document, including forward‐looking information and statements, whether to reflect changes in the Company's expectations with regard thereto or as a result of new information, future events, changes in conditions or circumstances or otherwise on which any statement in the Universal Registration Document is based.

When used in this document, the words "anticipate", "assume", "believe", "can", "could", "estimate", "expect", "forecast", "intend", "may", "might", "plan", "should", "will", "would" or, in each case, their negative, and similar expressions, as they relate to the Company, subsidiaries or its management, are intended to identify forward-looking statements.

The Company can give no assurance as to the correctness of such forward‐looking statements and investors are cautioned that any forward‐looking statements are not guarantees of future performance. Such forward‐looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company and its subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or achievements expressed or implied by such forward‐looking statements. Such forward‐looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Company and its subsidiaries operate.

Factors that could cause the Group's actual results, performance or achievements to materially differ from those in the forward‐looking statements include but are not limited to, the competitive nature of the markets in which the Group operates, technological developments, government regulations, changes in economic conditions or political events. These forward‐looking statements reflect only the Company's views and assessment as at the date of the Universal Registration Document. Factors that could cause the Company's actual results, performance or achievements to materially differ from those in the forward‐looking statements include, but are not limited to, those described in section 2 "Risk factors" and elsewhere in the Universal Registration Document.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward‐looking statements.

Forwards‐looking statements are found in section 4.6 "Strategic business approach", section 5 "Market Overview" and section 7 "Capital resources".

3.4. Approval and future use of the Universal Registration Document and Prospectus

The Financial Supervisory Authority (the "Norwegian FSA") has reviewed and approved this Universal Registration Document (which in in combination with the Summary and the Securities Note dated 30 April 2020 constitutes the Prospectus) as competent authority under Regulation (EU) 2017/1129. The Norwegian FSA only approves this Universal Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129, and such approval should not be considered as an endorsement of the issuer that are the subject of this Universal Registration Document. This Universal Registration Document was approved by the Norwegian FSA on 30 April 2020. The Universal Registration Document has been drawn up as part of the Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

4. PRESENTATION OF NORDIC MINING

4.1. History and development

The Company's legal and commercial name is Nordic Mining ASA. The Company is a Norwegian public limited liability company established on 8 May 2006 after the demerger from Rocksource ASA (now Pure E&P AS, which is a subsidiary of Vår Energy AS), an exploration and production company which was listed on Oslo Stock Exchange until June 2015. Nordic Mining is regulated by the Norwegian Public Limited Liability Companies Act. The Company is registered in the Norwegian Register of Business Enterprises with the organisation number: 989796739 and legal entity identifier ("LEI"): 5967007LIEEXZXFVKO54, subject to Norwegian regulations. The Articles of Association are included in Appendix 1 to the Universal Registration Document. Nordic Mining has its head office at Munkedamsveien 45, N-0250 Oslo, Norway, and the company is domiciled in Oslo. The phone number to Nordic Mining's head office is +47 22 94 77 90. Nordic Mining's website is www.nordicmining.com. The information on the website does not form part of the Universal Registration Document. Nordic Mining is listed on Oslo Axess with ticker "NOM".

In 2006, Nordic Mining entered into an agreement with ConocoPhillips Investments Norge AS, whereby Nordic Mining acquired their Extraction Permits for a mineral deposit at Engebø in Naustdal (Sunnfjord as from 1 January 2020) municipality in Norway. The deposit contains a substantial mineral resource of rutile and garnet. Nordic Mining was granted concessions for the acquisition from Norwegian authorities in January 2007. In 2011, the Engebø rutile and garnet project was transferred from Nordic Mining to Nordic Rutile AS, a wholly owned subsidiary in the Nordic Mining Group. The zoning plan and the environmental permit for the project have been approved without further possibilities for appeal. In October 2017, a prefeasibility study ("PFS") was completed substantiating a profitable and robust rutile and garnet operation at Engebø.

In November 2017, Nordic Mining signed a Heads of Agreement with the Barton Group (“Barton”), a US garnet producer and distributor, relating to offtake and commercial cooperation, for garnet from Engebø and participation in the construction financing of the project. In 2018, Nordic Rutile entered into agreements with the main landowners at Engebø giving the company right to acquire the area for the planned processing plant. Further, the agreements regulate Nordic Mining's planned extraction activities and compensation to the landowners for sale of all minerals from the Engebø deposit. The mining area comprised by the agreements covers mainly the open pit production phase of the Engebø project. In January 2019, Nordic Mining signed a Heads of Agreement with a reputable Japanese trading house relating to long term offtake for rutile and participation with a substantial portion of the construction financing for the Engebø project. The Heads of Agreement on rutile is complementary to the Heads of Agreement previously entered into with Barton relating to offtake and commercial cooperation for garnet.

In February 2019, Nordic Mining filed an application for operating licence for the Engebø project with the Norwegian Directorate of Mining. The operating license will regulate operational scope, methodology and procedures to secure safe and efficient production of the mineral resources. The operational license is currently under review by the Directorate of Mining and is expected to be granted in the first quarter of 2020.

On 28 January 2020, the definitive feasibility study (“DFS”) for the Engebø project was completed. The study reinforces Engebø as a world class rutile and garnet project with long-term industrial benefits and attractive financials.

On 25 February 2020, Nordic Mining was informed that Barton is not in a position to enter into an offtake agreement for garnet from the Engebø project under the terms set out in the Heads of Agreement entered into between the parties in 2017. Based on the information from Barton, the parties agree that it would not be prudent to pursue the Heads of Agreement further.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

In 2008, Nordic Mining acquired 68 per cent of the share capital in the Finnish company Keliber. Keliber has rights to deposits of lithium bearing spodumene mineral in Finland. Through financing rounds, Nordic Mining's shareholding has been reduced to approximately 16.3 per cent and Nordic Mining is at the date of the Universal Registration Document the second largest shareholder in Keliber. In Nordic Mining’s historic consolidated financial statements, including the annual financial statements for 2018, the shareholding in Keliber is presented as an investment in an associate. From and including the interim financial statements of Q1 2019, the investment in Keliber is presented as a Financial Asset Measured at Fair Value Through Profit and Loss under IFRS 9 (“FVTPL Method”). In 2016, Keliber completed a PFS for the project. The DFS was completed in June 2018 based on production of lithium carbonate. In February 2019, an updated DFS was completed based on production of lithium hydroxide. The study substantiates a strategically and economically sound lithium project.

In 2011, Nordic Mining established Nordic Quartz, a wholly owned subsidiary, as a vehicle for the Company's exploration and development work related to a high-purity quartz deposit in Norway. The Company's exclusive rights for investigation and development of the Kvinnherad quartz deposit expired in April 2019.

In 2011, Nordic Mining also established Nordic Ocean Resources, a wholly owned subsidiary, as a vehicle for the Company's activities related to seabed mineral exploration and production. Nordic Ocean Resources participates together with other industrial companies and knowledge institutions in increasing the knowledge of seabed mineral opportunities in Norway.

The Group has a competent organisation with six employees and an active advisory network with broad industrial experience and in-depth knowledge of geology, mining and minerals processing. As part of the ongoing development of the Engebø rutile and garnet project, and in due course, the Group will strengthen its organisation with senior project personnel.

In Norway, Nordic Mining's operations and projects are governed by and must comply with i.a. the Norwegian Minerals Act and the Minerals Act Regulations as well as environmental legislation related to production and exploration. General information and links to environmental regulations etc. are provided by the Directorate of Mining (Norw.:Direktoratet for Mineralforvaltning) at: http://www.dirmin.no/default.aspx.

Keliber's activity is governed by and must comply with the Finnish Mining Act and environmental legislation. General information and guidelines as well as links to Finnish environmental legislation are provided by the Geological Survey of Finland at: http://en.gtk.fi.

The Company’s sources of financing have so far solely been equity issues. Please see section 12.2 for the development in the Company's share capital to the date hereof. The Company will continue its work to secure capital for its planned activities and is in this respect in dialogue with potential investors and financing sources on a regular basis.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

4.2. Legal structure

Nordic Mining ASA

Nordic Mining ASA is the parent company in the Group. Nordic Mining provides services and support to its subsidiaries Nordic Rutile AS, Nordic Quartz AS and Nordic Ocean Resources AS on geological, technical, commercial and economic aspects.

Nordic Mining ASA

Nordic Ocean Nordic Rutile AS Nordic Quartz AS Resources AS

Nordic Rutile AS

Nordic Rutile AS is a wholly owned subsidiary of Nordic Mining and has its registered address at Munkedamsveien 45 A, Vika Atrium, 0250 Oslo, Norway. Nordic Rutile AS is the Group's vehicle for the development of the Engebø rutile and garnet project. Nordic Rutile holds Extraction Permits related to the Engebø deposit and has entered into agreements with the main landowners at Engebø giving the company right to acquire the area for the planned mineral processing plant. Further, the agreements regulate Nordic Rutile's planned extraction activities and compensation to the landowners for sale of all minerals from the Engebø deposit. The mining area comprised by the landowner agreements covers mainly the open pit production phase of the Engebø project. For further details, please refer to section 4.6.1.

Nordic Quartz AS

Nordic Quartz AS is a wholly owned subsidiary of Nordic Mining and has its registered address at Munkedamsveien 45 A, Vika Atrium, 0250 Oslo, Norway. Nordic Quartz AS is the Group's vehicle for exploration and development work related to a high-purity quartz deposit in Norway. The Company's exclusive rights for investigation and development of the Kvinnherad quartz deposit expired in April 2019. The Company proceeds with commercial dialogues to establish a broader basis for progressing the project.

Nordic Ocean Resources AS

Nordic Ocean Resources AS is a wholly owned subsidiary of Nordic Mining and has its registered address at Munkedamsveien 45 A, Vika Atrium, 0250 Oslo, Norway. Nordic Ocean Resources AS is a vehicle for the Group's activities related to seabed mineral exploration and production. For further details, please refer to section 4.6.3.

Keliber Oy (approximately 16.3% shareholding)

Nordic Mining holds approximately 16.3 per cent of the shares in the Finnish limited liability company Keliber and is the second largest shareholder in Keliber. The Finnish state-owned company, Finnish Minerals Group, is the largest shareholder with approximately 26.3 per cent. The Group’s investment in Keliber is presented as a Financial Asset Measured at Fair Value Through Profit and Loss under IFRS 9 (“FVTPL Method”). Keliber has mining rights to deposits of lithium bearing spodumene mineral

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

in Finland and concessions and permits to start mining operation. In addition, Keliber has various exploration rights and reservations for exploration rights for other lithium deposits in the Ostrobothnia region in Finland. Keliber completed the DFS based on production of lithium carbonate in June 2018 and an updated DFS based on production of lithium hydroxide in February 2019. For further details, please refer to section 4.6.4.

4.3. Business overview

The Norwegian mining industry has for many years experienced a decreasing level of activity and lack of long-term investments, both within the industry in general, as well as within prospecting and exploration. Despite expectations that Norway has significant resources of attractive minerals and metals, mineral resources in Norway are under-explored compared to Sweden and Finland.

In a global perspective, the growth of the national economies in emerging regions, in particular China, India and other Asian countries, has led to increased demand for metals, minerals and commodity materials. Further, the increased global emphasis on environment and reduction of greenhouse gas emissions has led to increased production of renewable energy and an accelerating transition towards more energy efficient technologies including electric and hybrid transport vehicles. Increased supply of minerals and metals is considered an important pre-requisite for a transition to a greener and more sustainable society. With increasingly scarce mineral resources in central and southern Europe, it is expected that the Nordic countries will play an important role in the future supply of strategic metals and minerals to the European markets.

4.4. Business idea, goals and strategy

Nordic Mining is an integrated resource company within exploration and production of high-end minerals and metals. The Company is in a pre-commercial phase and shall seek to exploit combinations of strategic mineral reserves and special and high-end applications through dedicated exploration activities and efficient extraction and beneficiation methods.

In a short-term perspective, the Group will mainly focus its resources and capital on the Engebø rutile and garnet project with the target to develop the project towards investment decision and production. The definitive feasibility study for the Engebø project was completed on 28 January 2020. The study reinforces Engebø as a world class rutile and garnet project with long-term industrial benefits and attractive financials. The key milestones targeted to be achieved by the Group within the next twelve months is funding of the construction project and commencement of construction. The construction period is expected to take approximately two years.

4.5. Overview minerals and metals deposits in Nordic Mining

The Group's mineral deposits currently comprise the Engebø rutile and garnet deposit (titanium dioxide and abrasives).

In addition, Keliber in Finland, in which the Group holds 16.3 per cent of the shares, has rights to several spodumene pegmatite deposits (lithium).

When estimated and classified, the Group's and Keliber's mineral deposits are reported according to the Australasian Joint Ore Reserve Committee code (JORC code). This is a widely accepted standard for reporting of mineral deposits. The following reports in compliance with the JORC code have been produced and published related to the Group’s mineral deposits (all reports are available on Nordic Mining’s webpage www.nordicmining.com):

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Engebø rutile and garnet project:

 Scoping Study (2008); mineral resource estimates in accordance with the JORC code (2004 edition) – available on https://d2zbxcnktjvvs5.cloudfront.net/1516724412/scoping-study-2009.pdf

 Geological report (2016); mineral resource estimates in accordance with the JORC code (2012 edition) – available on https://d2zbxcnktjvvs5.cloudfront.net/1516724385/resource-estimation-2016.pdf

 Prefeasibility study (2017); mineral resource and ore reserve estimates in accordance with the JORC code (2012 edition) – available on http://d2zbxcnktjvvs5.cloudfront.net/1516717596/pre-feasibility-final-report.pdf

 Stock market release (2018); mineral resource estimates in accordance with the JORC code (2012 edition) – available on https://tools.eurolandir.com/tools/Pressreleases/GetPressRelease/?ID=3473320&lang=en- GB&companycode=n-nom&v

 Definitive feasibility study - executive summary (2020); mineral resource and ore reserve estimates in accordance with the JORC code (2012 edition) – available on https://d2zbxcnktjvvs5.cloudfront.net/1580191825/chapter-01-executive-summary-final- v3.pdf

The referred PFS and DFS were prepared by Hatch Africa (Pty) Ltd., P O Box 27320 Greenacres 6057, South Africa ("Hatch"), for Nordic Mining. Hatch is an independent services firm that, inter alia, delivers project- and construction services to the mining sector. The Hatch group have served clients for over 80 years and have project experience from more than 150 countries around the world. Hatch does not hold any shares in Nordic Mining.

Keliber:

Over the years, Keliber (Nordic Mining owns approximately 16.3 per cent) has produced several reports in accordance with the JORC code related to its mineral deposits and lithium project. The most recent reports are the updated DFS in February 2019 with mineral resource and ore reserve estimates, a press release in June 2019 with updates on mineral resource and ore reserve estimates for the Syväjärvi deposit, and a press release in December 2019 with updates on ore reserve estimates for the Rapasaari deposit and Keliber’s total ore reserves (information in accordance with the JORC code (2012 edition)). Information regarding Keliber’s mineral resources and ore reserves is available on Keliber’s webpage www.keliber.fi. For the Universal Registration Document, please note that Nordic Mining as a non-controlling shareholder in Keliber is not providing information about Keliber in accordance with the prospectus requirements for mineral companies.

The annual license fee to the Directorate of Mining for Nordic Mining’s Extraction Permits is around NOK 25,000.

Nordic Mining annually publishes a report on its mineral deposits, exploration results, mineral resources and mineral reserves. The annual report for 2019 is enclosed hereto as Appendix 2.

4.6. Strategic business approach

The Nordic countries are major producers of certain industrial minerals such as olivine, nepheline syenite and limestone. In addition, there is production of quartz, graphite, talc, anorthosite, feldspar, mica, dolomite and ilmenite. The value of products from industrial minerals is highly dependent on the degree of beneficiation and production of speciality products. It is recognised that there is a considerable future growth potential in industrial minerals and metals production. The vast number

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of applications of products from minerals and metals can be split into high-technology/high-end products, speciality products and special alloys metals.

In general, Nordic Mining seeks to identify and verify strategic mineral and metal deposits that have potential applications within high-end industries, such as rutile (titanium dioxide), garnet, lithium, high-purity quartz and others, and actively pursue the development and commercialisation of new speciality products.

Nordic Mining has cooperation and relations with various knowledge institutions, i.a. certain departments and individuals at the Norwegian University of Science and Technology, ("NTNU"), DNV GL, SINTEF, NIVA, Asplan Viak and Institute for Energy Technology ("IFE").

Areas of cooperation are defined on a project to project basis. According to the arrangements, Nordic Mining may have access to a number of individuals within different fields of specialisation, which will be remunerated according to time used. It is market standard that agreements with institutions such as NTNU, SINTEF and others are of short durations.

Nordic Mining has, and has had, various consultancy agreements, mainly of short-term duration, with various institutions, companies and consultants in various fields of competence. The Company's strategic business approach emphasises competence networking for business development and other matters.

Engebø rutile and garnet deposit – Nordic Rutile AS

4.6.1.1. Overview

In 2006, Nordic Mining acquired 100 per cent of ConocoPhillips Investments Norge AS' interest in a rutile and garnet resource at Engebø in Naustdal municipality in Norway. The purchase price was NOK 3.2 million. Additionally, the agreement specifies a fixed contingent consideration of NOK 40 million that will become payable to the seller if and when commercial production or sales of mineral from the property commences.

The assets, rights, and obligations related to the Engebø deposit were transferred to Nordic Mining's wholly owned subsidiary Nordic Rutile AS in 2011.

The Engebø rutile and garnet deposit is a substantial unexploited deposit containing rutile and garnet. The substantial mineral content of the deposit was documented in the 1990’s by DuPont/Conoco and the Norwegian Geological Survey (“NGU”). A description of previous exploration work is included in the JORC-compliant Engebø reports referred in section 4.5 above.

The Engebø deposit has the highest grade/content of rutile (TiO2) compared to current rutile producers and forecasted projects; see the following illustration. The data is put together by the Australian consultancy company, TZMI, on request from Nordic Mining and based on available project data from current producers and possible projects. The rutile grade for the Engebø project is based on information from the PFS which was completed in October 2017. The rutile content in the various deposits is contained in the minerals and does not change significantly in a short-term perspective. To the Company’s knowledge, there are no significant new projects in the market since the PFS in 2017 that would alter the general picture of the Engebø deposit’s high rutile grade.

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Source: TZMI, January 2017 and Company data

Further, the Engebø deposit is low on radioactive elements, such as uranium and thorium. This is an important advantage in the processing of rutile to i.a. pigment products and titanium metal. A comparison of the typical uranium and thorium content/spread in various titanium feedstock and the Engebø rutile is shown below. The basis for information of the ranges for the two radioactive elements is analytical data from a selection of global titanium feedstock sources/deposits considered appropriate to indicate a typical spread for the subject element and feedstock type.

Source: “Production of titanium dioxide” (2007) by Fahli and Martin-Matarranza

The illustrations show that the content of uranium and thorium typically varies between different titanium feedstocks, and also within a certain feedstock. For rutile, the variation for uranium is indicated from approximately 10 ppm (minimum) to close to 100 ppm (maximum). For Engebø rutile products, the average uranium content is 1.6 ppm.

In October 2017, a PFS was completed substantiating a profitable and robust rutile and garnet operation at Engebø. The study concludes that the project will provide a robust dual-mining operation with high-quality rutile and garnet and supports further progress of the project.

The DFS for the Engebø project was completed on 28 January 2020. As a comprehensive continuation of the 2017 PFS, the study reinforces Engebø as a world class rutile and garnet project with more thant 40 years industrial perspective. The study indicates attractive financials for investors, long-term employment opportunities for a differntiated workforce as well as direct and

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indirect social effects for local and regional communities. The key results of the DFS were as follows:

 The average annual production volumes of rutile and garnet in the 42-year period comprised in the DFS are 28,000 tonnes and 234,000 tonnes, respectively. In the first 15 years of production, the average annual production volumes of rutile and garnet are 34,000 tonnes and 278,000 tonnes, respectively. The scheduled dual-mineral production of rutile and garnet in a combined, optimized production process indicates profitable and robust project financials:

o Pre-tax net present value (NPV) of USD 450 million based on a weighted cost of capital (WACC) of 8% o Pre-tax internal rate of return (IRR) of 21.9% o Post-tax net present value (NPV)of USD 344 million based on a weighted cost of capital (WACC) of 8% o Post-tax internal rate of return (IRR) of 19.8%

 The main purpose of the DFS is to qualify the Engebø project for project financing in a combination of debt and equity, and to start construction and eventually mineral production. The indicated strong cashflow and short payback period outlined in the DFS can in Nordic Mining’s view be expected to support the project financing discussions. In the DFS, the following cashflow-related parameters are, as the Group sees it, expected to influence positively on the possibility to finance the project:

o Average annual free cashflow first 15 years of USD 70m. The free cashflow will be available to service debt and equity in the financing of the project. o Net project operating cashflow (undiscounted) of USD 2,160m reflects the estimated cashflow after all capital investments and operating costs have been covered. o Initial capex of USD 311m and deferred capex of USD 25m (underground) o Pay-back period < 5 years

 The DFS indicates low production cost at Engebø due to i.a. the following factors:

o An outcropping and geotechnically stable orebody enables production of ore in the first years with limited waste rock removal and with relatively steep pit angles for the open pit. o Low stripping ratio means that the ratio between ore and waste rock is favourable (approximately 0.5 tonne of waste rock per tonne of ore) o High-grade rutile and garnet provide an advantageous starting point for mineral processing o Short distance and gravimetric driven ore transportation (vertical underground ore shaft) minimize transportation o Short distance and favorable logistics to main markets

According to the Australian consultancy company TZMI estimates indicate that Engebø will have a 1st quartile revenue-to-cost position for rutile. TZMI’s analysis which has been done on Nordic Mining’s request compares the revenue to cost position for a substantial number of existing TiO2 feedstock producers and potential new projects. Nordic Mining’s concept with revenues from sale of two minerals, rutile and garnet, produced in a common process plant indicates a robust competitive position.

 Optimized mining plan and scheduling support an initial 42 years project life with 1.5 mtpa Run of Mine (ROM) operation:

o 15 years of open pit mining and high-grade processing, and stockpiling of medium/low-grade ore o 19 years underground production o 8 years production with no mining costs based on stockpiled ore

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o Further project life extension possible based on substantial inferred resources

 Main permits granted; remaining regulatory permits in process:

o Granted permits: . Extraction permits for the whole deposit . Landowner agreements for open pit, infrastructure and process plant areas . Detailed zoning plan for all operations for the life of mine . Environmental permit o Permits in process, expected to be clarified/granted in Q1 2020: . Operational license . Zoning plan for pipeline for fresh water

 High environmental and social standards in accordance with IFC Guidelines and relevant Equator Principles:

o Environmental: . Low carbon footprint and limited land use due to tight project infrastructure, minimal internal transportation and accessible sea freight for transport to market . Renewable hydroelectric power as the main source of energy . Clean mining operation with no acid drainage and inert minerals o Social: . Cornerstone operation with 105 full-time employees . Substantial regional indirect benefits for supplier and services industries . Positive impacts on people’s livelihood, education - and work-opportunities and cultural flourishment . Stakeholder engagement to ensure good dialogue with neighbours, communities and other interest groups

In addition to rutile, the Engebø deposit contains garnet, which is an abrasive mineral used in waterjet cutting, sand blasting and for other abrasive purposes. As documented in the JORC- compliant geological assessments (2016 and 2018) and in the PFS (2017) and the DFS (2020), the garnet content in the Engebø resource exceeds 40 per cent, ref. section 4.6.1.2.

Estimations from TZMI indicate a revenue-to-cash cost position for Engebø rutile which is better than the average for TiO2-producers. TZMI is an independent consulting company, operating since 1994, that works with a wide range of clients globally to provide insight and expert advice on opaque mineral, metal and chemical sectors. On a regular basis, TZMI updates its estimations of the titanium feedstock industry’s revenue-to-cash cost curve. As part of the market advisory service requested by Nordic Mining in connection with the DFS, TZMI has included the Engebø project in the projected revenue-to-cash cost curve for 2023. The revenue and cost assumptions for the Engebø project included in TZMI’s estimations derive from the DFS. The Engebø project benefits from two high-value products, rutile and garnet, with relatively low mining and processing cost. The estimates for net cash costs account for revenue from by-products as credits. Consequently, the projections indicate a competitive position in the first quartile on the revenue-to- cash cost curve for the Engebø operation. TZMI’s estimated revenue-to-cash cost curve for 2023 is illustrated below.

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Note1:  RC ratio is based on the TZMI 2019 feedstock cost study using long-term pricing and forecast exchange rate  The R/C ratio for Engebø was determined using standard TZMI methodology with production and operating cost assumptions provided by Nordic Mining ASA  The industry curve was determined by TZMI using TZMI estimates.

Source: TZMI, January 2020 (the illustration is included in the executive summary of the definitive feasibility report for the Engebø rutile and garnet project which is available on the Company’s webpage www.nordicmining.com)

The Engebø project received approvals from the Ministry of Local Government and Modernisation related to the industrial area plan (zoning plan), and the Ministry of Climate and Environment related to the environmental permit on 17 April 2015.

The DFS for the Engebø project was completed on 28 January 2020. The study reinforces Engebø as a world class rutile and garnet project with long-term industrial benefits and attractive financials. The main purpose of the DFS is to qualify the project for commercial debt financing, and subsequently an investment decision. When construction financing has been established and subsequent of the investment decision, the construction period for the mine and processing plant will be approximately 2 years.

Due to the uncertainties in the global and national economies imposed by the Coronavirus pandemic, the Company will adjust progress plans and review the project with the purpose to increase the resilience to altered market conditions. The adjustments imply that the FEED (front-end engineering and design) and project financing activities will be delayed and not be implemented as initially planned. Because of the adjustments and the contemplated project review, the time schedule for project construction will be affected.

For information regarding the markets for rutile and garnet please see section 5.4 and 5.5.

No investment decision and commitment has been undertaken and no operational activity has started. The investment decision for the project is subject to satisfactory offtake agreements and successful financing of the construction project.

4.6.1.2. Mineral resources and ore reserves

DuPont/Conoco carried out an extensive drilling campaign between 1995 and 1997. In 2008, Nordic Mining assigned the independent Competent Person, Adam Wheeler to provide resource estimations for the Engebø deposit in accordance with the guidelines of the JORC code. Further, in 2016 and 2018, Nordic Mining carried out additional drilling campaigns. A summary of all diamond drilling carried out at Engebø both by DuPont/Conoco and Nordic Mining is shown in Table 1 below.

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Table 1: Summary of Drilling Campaigns

Length Average Length/hole Drilling Campaign Drillholes (m) (m)

1995 - 1997 DuPont/Conoco 49 15,198 310

2016 Nordic Mining 38 6,348 167

2018 Nordic Mining 10 1,581 158

The mineral resource and ore reserve estimations for the Engebø deposit are in accordance with the guidelines of the JORC code. The JORC code requires a certain quality of information including drilling density for a mineralisation to be included and classified as a resource.

The three mineral resource categories as defined in the JORC code can be described as follows:

An inferred mineral resource is that part of a mineral resource for which quantity and grade (or quality) are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade (or quality) continuity. An inferred mineral resource has a lower level of confidence than applying to an indicated mineral resource and must not be converted to an ore reserve. It is reasonably expected that the majority inferred mineral resources could be upgraded to indicate mineral resources with continued exploration.

An indicated mineral resource is that part of a mineral resource for which quantity, grade (or quality), densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit(s).

A measured mineral resource is an economic deposit with a high level of geological confidence and confirmed geological continuity. The deposit has undergone enough sampling that a 'competent person' (which is defined by the JORC-code) has declared it to be an acceptable documented resource estimate.

An ore reserve is a resource known to be economically feasible for extraction. Generally, the conversion of mineral resources into ore reserves requires the application of various modifying factors, including mining, metallurgy, market, economic, social, legal and environmental issues. The two ore reserve categories defined in the JORC code can be described as follows:

A probable ore reserve is the part of indicated, and in some circumstances, measured mineral resources that can be mined in an economically viable fashion. It includes diluting and allowances for losses which occur when the material is mined. A probable ore reserve has a lower level of confidence than proven, but is a sufficient basis for decision on the development of deposit.

A proved ore reserve is the part of measured mineral resources that can be mined in an economically viable fashion. It includes diluting and allowances for losses through mining. It represents the highest confidence category of ore reserve estimate.

For further information regarding the JORC code, please see Appendix 2.

Updated mineral resource estimates for Engebø are included in the DFS which was published on 28 January 2020. The mineral resource estimates were updated by Competent Person Adam Wheeler. The estimates improved and increased the resource estimates compared to the basis for the PFS which was completed in October 2017. 21

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In table 2 below, the resource estimates included in the DFS (2020) are summarised.

Table 2: 2018 Mineral Resource Estimate (2% TiO2 Cut-off)

TiO2 Tonnes Total TiO2 Garnet Classification Cut-off (Mt) (%) (%)

Measured 29.2 3.60 44.5

Indicated 104.0 3.48 43.9 2% Total – Measured and Indicated 133.2 3.51 44.0

Inferred 254.1 3.15 41.3

Notes: 1) Grades presented above are total TiO2, 2) resources below sea level are restricted by a boundary of 50 m to the edge of the fjord, and 3) the above Mineral Resources includes Ore Reserves.

The cut-off ratio is the minimum grade or content of TiO2 required to be included in the mineral resource estimates.

The resource remains open to the east, west and at depth, with potential to convert inferred resources to measured and indicated resources with additional drilling. The inferred resources represent a future potential which is currently not included in the project plans and financial calculations for the project.

For the DFS (2020) an ore reserve estimate was made by Competent Person Adam Wheeler based on the resource model and the DFS open pit and underground mine plans. The mine plans were reviewed and qualified by Mr. Wheeler. Table 4-1 shows the ore reserve estimate for the open pit and underground:

Table 4-1: Ore Reserve Estimate1

Garnet Grade Open Pit Tonnes (Mt) TiO2 Grade (%) (%)

Proven 21.07 3.54 43.8

Probable 13.18 3.29 43.3

Total Open Pit 34.26 3.45 43.6

Underground

Proven 2.35 3.34 39.2

Probable 26.49 3.21 38.7

Total Underground 28.85 3.22 38.7

Grand Total 63.10 3.34 41.4

The ore reserves were calculated from the mining schedule with the following assumptions:

 Only ferro eclogite and transitional eclogite zones were included in ore

 Only measured and indicated class were included, with no inferred material reported as ore reserves

1 Due to rounding of numbers, small deviations can be seen 22

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 All inferred material and all other zones are reported as waste

 The open pit was constrained to within the owner's boundary

 50 m safety zone between underground mining and the open pit, topography and the fjord

 A 2% rutile cut-off was applied in the recovery curves due to concentrate grade considerations

 3 m dilution was applied in the resource model on all ore boundaries.

 FOB-price for rutile at USD 1,142 per tonne (2019 dollars) for a 95% TiO2 rutile concentrate, and average FOB-price for a 92% garnet concentrate at USD 248 per tonne (2019 dollars) were applied

4.6.1.3. Extraction Permits, infrastructure and landowner agreements

The Company's subsidiary Nordic Rutile holds the following Extraction Permits related to the Engebø deposit:

Identification number Name of area Duration (extensions may be granted) Extraction Permit no. FU-1/1997-VB Engebø 1 12 November 2027 Extraction Permit no. FU-2/1997 VB Engebø 2 12 November 2027 Extraction Permit no. FU-3/1997 VB Engebø 3 12 November 2027 Extraction Permit no. FU-4/1997 VB Engebø 4 12 November 2027 Extraction Permit no. FU-5/1997 VB Engebø 5 12 November 2027 Extraction Permit no. FU-6/1997 VB Engebø 6 12 November 2027 Extraction Permit no. FU-7/1997 VB Engebø 7 12 November 2027 Extraction Permit no. FU-8/1997 VB Engebø 8 12 November 2027 Extraction Permit no. FU-9/1997 VB Engebø 9 12 November 2027

The accessibility to the Engebø deposit and the plant area is considered favourable. The Engebø deposit and the planned production/processing plant are located adjacent to a county road and a deep-sea quay. Shipping of products will take place from the local harbour directly to the customers. Reliable sources for power and process-water are available within a few kilometres from the deposit.

The Extraction Permits are maintained and valid in accordance with the general provision of the Norwegian Mining Act. Nordic Rutile will, if necessary, apply for an extension of the Extraction Permits. Extensions shall in general be granted for period(s) of 10 years if the areas in question are considered necessary for the planned operations. In February 2019, Nordic Rutile applied for an operational license based on its Extraction Permits. Upon granting, the operational license will replace the Extraction Permits as legal basis for the operation.

Nordic Rutile entered in 2018 into agreements with the main landowners at Engebø. Pursuant to the agreements, Nordic Rutile has an option to acquire the area for the planned mineral processing plant, including the existing deep-water harbour quay. Further, the agreements regulate Nordic Rutile's compensation to the landowners for sale of all minerals from the Engebø deposit. The mining area comprised by the agreements covers mainly the open pit production phase of the Engebø project. The option agreements to acquire the abovementioned area have a duration of four years with a right for Nordic Rutile, in its sole discretion, to prolong the exercise period to 31 December 2025.

The Extraction Permits granted to Nordic Rutile also include the area for the subsequent underground mining, and Nordic Rutile has initiated activities also for this phase. A small part of the planned open pit area and parts of the required security/game fences will according to current plans affect properties/landowners with whom no agreements so far have been signed. Nordic Rutile has initiated

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an expropriation process to effectuate the zoning plan requirements related to the planned open pit area and the security/game fences.

On 20 April 2018, Arctic Mineral Resources AS ("AMR") published information of a mineral project scenario focusing solely on garnet in the western part of the area for Nordic Rutile's Engebø rutile and garnet project. AMR informed that it has agreements with landowners in the subject area for the extraction of garnet. AMR is inter alia claiming that a stand-alone garnet project on their properties is viable. AMR also claims, based on own legal assessments and legal report from its legal advisor that Nordic Rutile's Extraction Permits are null and void and that Nordic Mining under no circumstance may extract rutile and garnet from their properties. Nordic Mining sees no evidence of commercial realism and industrial rationale for AMR's concept and finds the initiative unsubstantiated. The Company has retained legal advice that rejects the legal arguments put forward by AMR. Pursuant to the Norwegian Mineral Act, Nordic Rutile may extract and utilise deposits of minerals owned by a landowner (including garnet) when extracting rutile. However, if the Directorate of Mining determines, before mining operations begin, that the garnet clearly can be exploited profitably and independently, the landowner shall in such case be entitled to compensation payment from Nordic Rutile or to take over the extracted minerals (garnet) against compensation to Nordic Rutile.

The Engebø deposit will be developed as a dual mineral operation with sales of high-quality rutile and garnet. The business concept provides risk reduction, attractive economics and valuable future expansion opportunities. Further, the dual mineral concept secures a high utilisation of the mineral resource and efficient processing of commercial products. The substantial inferred mineral resource highlights the potential for expansion and/or extension of project mine life.

4.6.1.4. Description of the Engebø rutile and garnet project

The content of this section is mainly based on the DFS which was published on 28 January 2020. The executive summary of the DFS is available on www.nordicmining.com. In addition to outlining the main elements in the plan for development of the Engebø project through to production, certain related activities are also referred, mainly related to sales and commercial cooperation for rutile and garnet.

As described in the DFS, production from the Engebø deposit can continue for approximately 42 years with potential for further extension of the mine life by mining of large inferred resources to the east and west of the deposit, and to the depth.

The concept for industrial development of the Engebø deposit has the following main elements as extracted from the DFS:

 The mining operation will be developed in two stages; initially with open pit production for 15 years, followed by an underground mining operation for 19 years. The mine plans for the two phases are based on differentiated assumptions for mineral extraction in various parts of the deposit. On a general note, underground mining is more expensive than open pit production. The mine plans include environmental, health and safety aspects and procedures of the operations. Subsequent of the open pit and underground mining phases, production of rutile and garnet will continue for 8 years, without mining costs, based on stockpiled material from the open pit phase.

A primary crusher will be installed and operated underground. The mining operation will be based on standard production equipment with drilling rigs, wheel loaders, trucks etc. The mining operation in the first 5 years will most likely be outsourced to an experienced operator.

The combined open pit and underground mining and scheduling is illustrated below.

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 The production process consists of a crushing and milling stage followed by multiple steps of separation and screening. Crushed rock will be transported on conveyor belts to the processing plant where it will be milled and prepared for beneficiation with various technologies/equipment. Magnetic separation and flotation will be the main beneficiation methods for separation and concentration of rutile and garnet.

 From the processing plant finished products will be transported on conveyor belts to storage facilities and subsequently loaded in bulk carriers for shipment to customers.

The flowsheet for the integrated rutile and garnet production process, as described in the DFS, is illustrated below.

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A coarse garnet stream is being produced through gravity and magnetic separation. After milling and classification, a fine garnet stream is being produced by a process of wet magnetic separation, gravity separation and dry magnetic separation. The coarse and fine garnet streams will subsequently be blended to s salable garnet product applicable for waterjet cutting, blasting and other abrasive applications. Rutile is being produced from the non-magnetic stream which is further processed by gravity separation, reversed pyrite flotation, magnetic separation and electrostatic separation to achieve a high-grade rutile product.

The concept for the industrial development at Engebø is efficient due to combined production of two valuable products, rutile and garnet, at low costs and with low investments related to internal transportation. In addition, the adjacent existing deep-sea quay and favorable logistics to the main markets is considered a competitive advantage and limits the environmental footprint.

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In the DFS, the average operating cost per sales tonne (rutile and garnet combined) in the first 15 years is estimated to USD 73. The average net revenue per sales tonne in the same period is estimated to USD 339.

The rutile concentrate produced from Engebø may serve as feedstock for pigment production and as feedstock for production of titanium metal. Several of Europe's major pigment producers are located within 1 - 2 days sailing time from Engebø in the UK, Germany and Belgium. Nordic Mining considers titanium metal to be of strategic importance with forecasted growth and potential applications within areas like aerospace, defence, offshore and more specific applications as in nano-technology and health care. Possible new production technologies for titanium metal may reduce production costs and prices for titanium metal, and lead to increased demand for titanium metal. The comprehensive PFS and DFS test work has demonstrated that rutile concentrate from Engebø can be produced in accordance with commercial specifications.

The test work has also demonstrated that high quality garnet can be produced in accordance with commercial specifications for use e.g. for waterjet cutting, blasting and various abrasives.

In November 2017, Nordic Mining signed a Heads of Agreement with the US garnet producer and distributor Barton Group (“Barton”) related to offtake and commercial cooperation for garnet from Engebø. In the Heads of Agreement, Nordic Mining and Barton agreed the basic principles of an offtake agreement for the exclusive distribution by Barton of Engebø garnet to the Americas and the intention to cooperate on sale and distribution of garnet from Engebø to markets outside of the Americas. In the Heads of Agreement, Barton’s intention to participate in the construction financing of the Engebø project was also described.

On 25 February 2020, Nordic Mining was informed that Barton is not in a position to enter into an offtake agreement for garnet from the Engebø project under the terms set out in the abovementioned Heads of Agreement. Based on the information from Barton, the parties agree that it would not be prudent to pursue the Heads of Agreement further. In January 2019, Nordic Mining signed a Heads of Agreement with a reputable Japanese trading house relating to long term offtake for rutile and intention to participate in the construction financing for the Engebø project. The Heads of Agreement on rutile will be further developed as the project progresses.

Going forward, Nordic Mining will progress with activities related to the construction financing of the Engebø project. Northcott Capital has been appointed as debt advisor, and initial meetings with banks and guarantors have been held. The banks’ due diligence activities are ongoing. Nordic Mining pursues a traditional project financing structure for the Engebø project with terms and leverage to be developed and negotiated with the banks. When an acceptable debt structure has been established and committed by the banks, Nordic Mining targets to raise the adequate construction equity.

Nordic Mining will seek to establish offtake agreements for rutile and garnet that supports the bankability of the project. The termination of the cooperation with Barton represents a set-back in the commercial discussion related to offtake of garnet. Nordic Mining will continue and strengthen its marketing efforts to secure garnet offtake. The Engebø DFS documents low production costs and represents a long-term supply with logistical advantages to major markets.

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4.6.1.5. Permitting

On 17 April 2015, the Ministry of Local Government and Modernisation approved the industrial area plan (zoning plan) for the Engebø project. On the same date, the environmental permit was granted by the Ministry of Climate and Environment. An appeal regarding the environmental permit was dismissed by the King in Council on 19 February 2016. Two minor clarifications were included in the permit, i.a. regarding monitoring of migrating smolt. The environmental permit is now final and without further possibility of appeal.

The industrial area plan includes the areas for mining operation, processing plant, harbour facilities, relocation of the county road, and a disposal site for waste rock in Sunnfjord (previously Naustdal) municipality. In addition, the industrial area plan includes an area in the Førdefjord in Sunnfjord and Askvoll municipalities for deposition of tailings during the life of mine.

The environmental permit is in accordance with the Norwegian Pollution Control Act and based on a recommendation from the Environment Agency. The permit has various conditions with a purpose to minimise environmental effects from blasting, noise and dust, use and emission of processing chemicals, as well as conditions regarding possible back-filling and alternative use of tailings. The environmental permit also includes conditions related to distribution of particles from the sea disposal and monitoring of the disposal area and the biodiversity.

In August 2019, the Naustdal municipality approved the detailed regulation plan which includes buildings and infrastructure at the processing plant and service areas, as well as for the mining area, access and haul roads etc.

In February 2019, Nordic Mining filed an application for operating licence for the Engebø project with the Norwegian Directorate of Mining. The operating license will be required prior to start of mineral extraction. The license will regulate operational scope, methodology and procedures to secure safe and efficient production of the mineral resources, and security for decommissioning responsibilities. Nordic Mining expects an approval of the operational license in the first half of 2020.

4.6.1.6. Additional usages of the Engebø mineral resources

In addition to production of rutile and garnet, Nordic Mining is exploring potential applications for eclogite waste rock and tailings from processing. In 2010, the tailings from Engebø was approved for capping applications in accordance with the official guide for capping materials issued by the Directorate of Environment (previously the Norwegian Climate and Pollution Agency; TA- 2143/2005).Accumulation of heavy metals and components consisting of Tributyltin ("TBT") and Polychlorinated biphenyls ("PCB") represents a major environmental challenge in many existing port areas throughout Europe. The Norwegian authorities has a program for further examination and clean-up, possibly by the use of capping materials.

Several other alternatives and applications for the waste rock and minerals are also considered, i.a. concrete aggregates, soil conditioner and as raw material for various construction purposes, i.a. in connection with dyke reinforcement and other measures for flooding protection, and various marine up filling and land construction.

Nordic Mining has entered into a cooperation agreement with the Sunnfjord municipality, providing a 10 years funding program to a local mineral R&D incubator. The incubator will focus on new possible applications for waste rock and tailings and other relevant topics. Nordic Mining intends to continue its cooperation with local and regional knowledge institutions to stimulate further development related to use of waste rock and tailings.

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In the future, parts of the waste materials may represent a positive additional value for the project, financially, and with regard to new industrial activity. In addition, waste disposal from the project can be reduced.

4.6.1.7. Tentative time schedule for further project development steps

Nordic Mining will continue to strengthen the project development team in preparation for an investment decision. A dedicated project construction team will be established to support the project execution. The team will be led by a project director, reporting to a steering committee. A location manager will have the administrative responsibility of the owner’s team. Initial operations team will be progressively strengthened with new appointments, in line with the strategy to prepare for production.

The illustration below describes a tentative time schedule for the development work going forward as presented in connection with the DFS in January 2020:

1) FEED means Front-End Engineering and Design. An important purpose of the FEED phase is to prepare engineering and design plans for construction and building.

Prioritized activities in 2020 include discussion of offtake agreements with potential customers for rutile and garnet, and evaluations and discussions regarding the construction financing. A positive investment decision will be made only following satisfactory solutions of these activities. The time schedule is indicative and involves also external parties where the timeline is not fully under the Group’s control (customers, finance institutions etc.).

The termination of the cooperation with Barton on 25 February 2020 represents a set-back in the commercial discussion related to offtake of garnet. In addition, the Company will adjust the progress plan for the further development activities and review the project with the purpose to improve robustness and sustainability in altered market conditions due to the Coronavirus pandemic. The adjustments imply that the FEED and project financing activities will be delayed and not be implemented as initially planned. Because of the adjustments and the contemplated project review, the time schedule for project construction will be affected.

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Nordic Quartz

Nordic Quartz is the Group's vehicle for exploration and development work related to a high-purity quartz deposit in Norway. The Company's exclusive rights for investigation and development of the Kvinnherad quartz deposit expired in April 2019.

Nordic Ocean Resources

Nordic Ocean Resources ("NORA") is a vehicle for the Group's activities related to seabed mineral exploration and production. NORA will develop knowledge, expertise and network related to prospecting and exploration of subsea mineral resources.

In 2012, NTNU and NORA with support from Equinor ASA entered into a cooperation regarding a pre- project to review the knowledge about seabed mineral resources in Norway and identify and prioritise needs for further research and development. A special focus area in the project was to increase the knowledge of possible massive sulphide mineralisation along the Mid-Atlantic Ridge (the "Ridge"). The Ridge is a sub-sea range of mountains which separates the Eurasian and the North American continental plates. In this area, marine sulphides are formed from the volcanic and hydro-thermal activities along the Ridge. The northern Mid-Atlantic Ridge between Jan Mayen and Spitsbergen is located within Norwegian jurisdiction.

In 2013, analysis and interpretations of seabed topography, structures and geology were carried out by NTNU to disclose relevant areas for the formation of sulphides. Based on these data, a statistical mineral resource calculation has been done using the same methods as is used for oil and gas resources. The calculations give a value estimate for the seabed minerals within the Norwegian zone of NOK 430 billion. The estimation further indicates that the possible value potential could be more than NOK 1,000 billion.

As from 2015, NORA participates together with NTNU and other industrial companies in the MarMine research project which has received approximately NOK 25 million in grants from the Norwegian Research Council. NORA’s financial contribution to the project is NOK 0.5 million. NTNU serves as the project manager. As part of the MarMine, a comprehensive exploration cruise was executed on the Norwegian continental shelf in 2016. The work included sampling using a remotely operated underwater vehicle. Analysis and assessments are carried out related to technical and environmental aspects of marine mineral operations.

Lithium in Ostrobothnia, Finland - Keliber Oy

4.6.4.1. Overview

Keliber has several deposits in the Kokkola and Kaustinen municipalities in the Ostrobothnia region of Finland with lithium mineral suitable for extraction and production of high-purity lithium chemicals. Keliber intends to produce lithium hydroxide which has a variety of applications, e.g. for batteries which takes up an increasing share of the total global lithium consumption.

Nordic Mining owns approximately 16.3 per cent of the share capital and is the second largest shareholder in Keliber.

Keliber has a mining license for the Syväjärvi and Länttä deposits as well as rights to deposits of lithium bearing spodumene mineral e.g. in Länttä, Outovesi, Leviäkangas, Rapasaari and Emmes. Further, Keliber has exploration rights for other areas in the Ostrobothnia region that may contain mineable volumes of lithium bearing spodumene mineral.

Keliber completed a DFS for its lithium project in June 2018 based on production of lithium carbonate. An updated DFS based on production of lithium hydroxide was completed in February 2019. The

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study confirms a profitable business case and outlines the plans for execution of the project. The main results presented in the updated DFS are:

 Strong project financials: o Pre-tax NPV (8% discount rate) of EUR 510 million o Post-tax NPV (8% discount rate) of EUR 384 million o Pre-tax internal rate of return (IRR) of 28% o Post-tax internal rate of return (IRR) 24%  Pre-tax pay-back period: 3.7 years  Post-tax pay-back period: 4.1 years  Average battery grade lithium hydroxide sales volume of 12,112 tonne/year  Average lithium hydroxide sales price of approximately USD 14,900 per tonne  13 years of open pit and underground mining operations followed by 7 years of production based on purchased spodumene concentrate  Total capital cost of EUR 313 million for mines and production facilities

In November 2019, Keliber presented an update of various aspects of the lithium project. Due to the changes in end-product and production process to lithium hydroxide, additional technical and environmental assessment and planning are required. Further, updated market information for lithium indicates that further optimization of the time schedule is desired. Therefore, preparatory construction works will not commence in 2019 as initially planned. Keliber’s revised estimate is for construction to commence in 2021 for a duration of over two years. Keliber will continue to advance the lithium project as planned in various fields including further technical planning, permitting, ore potential and financing.

4.6.4.2. Mineral resources

Over the last years, Keliber has consistently increased the mineral resource and ore reserve base for its project. The most recent ore reserve update was completed in December 2019 and increased the estimates for the Rapasaari ore reserves by about 50%. Keliber’s ore reserve estimates per December 2019 are shown in the table below:

Ore Reserves Estimates

Syväjärvi Rapasaari Länttä Outovesi Emmes Total

Open pit Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O%

Proven 1.433 1.18 1.440 1.07 0.168 1.09 3.041 1.12

Probable 0.491 0.97 2.730 0.90 0.096 0.93 0.222 1.06 3.539 0.92

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Open pit total 1.924 1.13 4.170 0.96 0.263 1.03 0.222 1.06 6.579 1.01

Underground Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O%

Proven 0.340 0.89 0.243 0.83 0.583 0.86

Probable 0.770 0.86 0.583 0.85 0.856 1.01 2.209 0.92

Underground 1.110 0.87 0.826 0.85 0.856 1.01 2.792 0.90 total

Ore Reserves Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% Mt Li₂O% total

Proven 1.433 1.18 1.780 1.04 0.411 0.94 3.624 1.08

Probable 0.491 0.97 3.500 0.89 0.679 0.86 0.222 1.06 0.856 1.01 5.748 0.92

Grand total 1.924 1.13 5.280 0.94 1.090 0.89 0.222 1.06 0.856 1.01 9.372 0.98

Note: Cut-off grade of 0.70% Li₂O have been applied for the underground Ore Reserve estimates of Länttä and Emmes deposits. Ore Reserve figures in the tables may not sum to equal totals due to rounding.

The Ore Reserve estimates have been prepared by AFRY / Pöyry Finland Oy by competent persons under the supervision of Ville-Matti Seppä MSc (Geology), who has an EurGeol qualification. Ore Re serves estimates have been prepared and reported in accordance with the recommendations of the 2012 Australasian Code for Reporting of Mineral Resources and Ore Reserves (JORC 2012).

Keliber has continued its drilling program and updates of the estimates may be published later.

The accessibility to the deposits is considered favourable. The deposits are located within 20 km from the concentrator plant area at Kalavesi in Kaustinen municipality.

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4.6.4.3. Description of Keliber's lithium project

Keliber's lithium project includes plans for building of a concentration plant in Kalavesi. The concentration plant will consist of a traditional ore dressing plant to produce a spodumene concentrate suitable for further processing to lithium hydroxide. An advanced chemical processing plant for direct production of high purity lithium hydroxide from the mineral concentrate will be established in Kokkola Industrial Park, approximately 50 km from the concentration plant. The planned annual capacity is approximately 12,100 tonnes of lithium hydroxide.

Keliber's mineral deposits and the sites for the planned concentration plant and chemical plant are located in the Central Ostrobothnia region of Finland close to roads, electricity grid and other infrastructure. The distance to the city of Kokkola with high-quality harbour facilities is around 50 km. The site for the chemical plant in the Kokkola Industrial Park is adjacent to other chemical process industries. A broad range of services and competencies are available in the area as well as general infrastructure.

Other project activities

4.6.5.1. Production of alumina from anorthosite

Nordic Mining has together with Institute for Energy Technology (“IFE”) developed and patented a new technology for production of alumina, the Aranda-Mastin Technology ("AM Technology"). The AM Technology is an innovative solution for production of alumina from aluminium-/calcium-rich mineral sources such as anorthosite, with the integrated use and storage of CO2.

Anorthosite is an aluminium-rich rock type (approximately 30 per cent) that is present in several large massifs around the world. Anorthosite may therefore potentially be a substantial global source of alumina.

The project has been ongoing since 2009 i.a. with financial support from Gassnova SF, and the process has been tested and developed at IFE's laboratory at Kjeller. In 2013, the work focused on optimising the process parameters, and the leaching process was tested in a larger scale reactor at Herøya Industry Park in Porsgrunn. The results from the test showed that the anorthosite could be effectively leached under moderate process conditions.

Today's alumina production is mainly based on production from bauxite resources through the Bayer process. With the new technology, alumina can be produced from alternative mineral sources, and production can be done in a more environmentally friendly manner. In addition to alumina, precipitated calcium carbonate (“PCC”) and silica may be produced as by-products. PCC is a commercial commodity used as filler in paper, plastics and paint. Silica can be used i.a. as filler in tyres and plastics, and in the production of cement.

The new multi-product process gives potential for almost full utilisation of the mineral resource while reducing waste production. Furthermore, the process utilises approximately 500,000 tonnes of CO2 per million tonne of alumina. This CO2 can either be stored safely and/or utilised as part of a commercial production of PCC. Additionally, this process does not produce any toxic waste.

A preliminary techno-economic study by the Norwegian R&D institute Tel-Tek shows that the new technology is economically and technically feasible.

In 2014, Nordic Mining and IFE filed a patent application for the AM Technology. In 2015, the patent application was approved by the Norwegian Industrial Property Office (Norwegian: Patentstyret). The patent has also been granted in Denmark and Greenland, Russia and the USA, and approved by the European Patent Office with patent pending in Canada.

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In 2019, EU’s Horizon 2020 program granted EUR 5.9 million in funding for continued development of the patented alumina technology owned by Nordic Mining and IFE. The AlSiCal project is an ambitious research and innovation project established to assess and develop the patented AM Technology with the purpose of making the minerals and metals industry more sustainable and environmentally sound. The AM Technology enables the co-production of three essential raw materials; alumina, silica and precipitated calcium carbonate (PCC), by using new resources with no bauxite residue and using carbon dioxide (CO2) during production. The AlSiCal project will innovate and develop the AM Technology towards zero CO2 emission from production.

The AlSiCal project consortium comprises 16 international partners from 9 countries and is led by IFE in Norway. The partners represent the full value chain in the minerals and metals industry: research and technology, mining and mineral exploration, technology development, end users, business developers and international industry organizations. In addition to Nordic Mining and IFE, the consortium includes, among others, Elkem, Herøya Industry Park and the European Aluminium Association.

4.7. Research and development

The Group has had limited research and development costs in the years 2017, 2018, 2019 and year to date 2020. No research and development costs have been capitalised.

Over the years, the Group has initiated development projects that have been granted financial support from various governmental institutions i.a. Gassnova and Innovation Norway (Norwegian: Innovasjon Norge). No expenditures on these projects have been capitalised.

In June 2019, EU’s Horizon 2020 program granted EUR 5.9 million in funding for continued development of the patented alumina technology owned by Nordic Mining and Institute for Energy Technology (IFE), ref. section 4.6.5.1.

4.8. Patents and licenses

General

Nordic Mining’s only patent is owned 50/50 together with IFE and relates to a new technology for extraction of alumina from aluminium/calcium-rich minerals. The patent was approved by the Norwegian Industrial Property Office in 2015. The patent has also been granted in Denmark and Greenland, Russia and the USA, and approved by the European Patent Office with patent pending in Canada. The Group's business is not dependent on the patent.

Dependency on contracts

The Company's ability to negotiate satisfactory offtake agreements with the Japanese trading house (rutile) and satisfactory offtake agreements for garnet will be of material importance for the Company's business. Satisfactory financing agreements will be of material importance for the realisation of the Engebø rutile and garnet project. Further, key supplier agreements related to the construction and execution of the project will be important.

Operational license

The Company has applied for an operational license for the Engebø rutile and garnet project, ref. section 4.6.1.5. The Group's Engebø and garnet project is dependent on the license being granted.

4.9. Regulatory environment

The Group's business is dependent on permits from governmental authorities which is governed by laws and regulations regarding prospecting, development, mining, taxation, employment standards,

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occupational health, waste disposal, land use, environmental protection, mine safety and other matters. The regulatory environment in which the Group operates is particularly exposed to political changes, and there is no guarantee that all necessary permits will be granted in the future.

Economic and fiscal policies may materially affect the Group's business in terms of changes to minerals and metal prices.

In February 2019, Nordic Mining applied for operating license for the Engebø rutile and garnet project. There is no guarantee that this will be granted on conditions satisfactory to the Group.

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5. MARKET OVERVIEW

5.1. Recent trends and outlook in the mining industry

The mining industry is a global industry, consisting of companies ranging from some of the largest in the world with multiple production sites, to the smaller public and private early stage exploration companies. Companies in the industry explore for, develop projects and produce a wide range of commodities, including precious metals, base metals, and industrial minerals. A key theme among mining companies over the last decade has been the spectacular growth in China. As vast changes are taking place in this global economic power, including growth in urbanisation, development of megacities, infrastructure developments and the shift to become "the world factory". In addition to the Chinese developments, the economic growth seen in India and other emerging economies has had a strong demand impact on many of the commodities produced by the world's miners. Now that GDP growth in these countries are slowing down (albeit from very high levels), the growth in absolute terms is still expected to be strong. However, the slowing growth in China is worrisome as the country has been one of the main drivers of demand for many commodities over the previous decades.

Following a prolonged up-cycle, prices fell steadily for most commodities from 2011 through the first half of 2016. Commodity prices have also become increasingly volatile, as more financial players have entered the trading market, and larger parts of the industry has adopted spot-oriented pricing and are taking advantage of a more liquid forward market to hedge their production. After several years of declining prices, commodity prices started to recover in the second half of 2016. This followed as prices for many commodities fell below marginal production costs which led to production curtailments. Consequently, the rally was driven by supply cuts combined with better-than-expected demand. Especially China had a higher appetite for commodities than expected and pushed up prices. During 2018 and 2019, the global mining and metals sector has been subject to macro uncertainty and geopolitical tensions resulting significant price decline for metals across the board. In addition, uncertainties regarding a US-China trade deal has ensured a volatile commodity market.

The gradual shift towards renewable energy sources is expected to change the demand dynamics for the metals and mining industry. Several commodities are set to benefit from the renewable megatrend, such as lithium, copper and cobalt which are key input factors for the production of electric-vehicle batteries. On the other hand, demand for coal is expected to decline as natural gas and renewable energy sources gain market share.

The Coronavirus pandemic is affecting a variety of markets, including the supply and demand for mineral and metal products. The Company prepares for a prolonged period of uncertainty and volatility related to the markets for rutile and garnet.

5.2. The Norwegian mining industry

The Norwegian mining industry has undergone significant changes over the last years. A new Mineral Act was introduced in 2010, and the previous Norwegian Government published a new Mineral Strategy for Norway in March 2013. The Government emphasised its ambitions for mineral industry growth in Norway and identified various areas for change and improvement in order to facilitate growth. Norway's geological potential and the possibility to supply mineral products i.e. to other European countries were elaborated. In particular, Norway's potential to supply in accordance with the European Union's Raw Material Initiative was discussed.

The Norwegian mining industry is for the most part a regional activity along or near Norway's long coastline.

A total 4,537 man-years at 1,442 active mines or quarries were reported for 2018, mainly related to the aggregates, sand and gravel sector. There was a total of 960 different mining businesses registered in Norway in 2018. The majority of these businesses are small companies, as 56%

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generate less than NOK 1 million in revenue, whilst only 2.3% generates more than NOK 100 million. However, the 2.3% largest businesses represent 60% of the total industry revenues.

Norway has several mineral resources, including TiO2, iron, copper, molybdenum, coal, olivine, high purity quartz, graphite and limestone, some of which are not known to be present in the rest of Europe. The Norwegian State, who historically was a major owner and operator in the industry, has reduced its ownership, and only the coal mine at Svalbard are now under direct state ownership.

Total sales value of products in the mining industry amounted to NOK 10.8 billion in 2018 of which 40%, or NOK 4.3 billion, were exported. This represent a decrease 7%, mainly due to a decrease of 15% from industrial and metallic ores. In total, 107 million tonnes mineral raw materials were sold in 2018.

According to Statistics Norway, annual investments in the mining industry have been in the range of NOK 1-1.5 billion during the last 10 years. Total investments peaked at NOK 2.5 billion in 2009. In 2018, investments doubled from 2017 to NOK 1.3 billion. A relatively small portion of total investment is allocated towards exploration activities. The total amount of exploration spending was NOK 95 million in 2018. Businesses with ongoing operations represented NOK 51 million, an increase of 24% compared to 2017. Furthermore, privately financed exploration in areas without ongoing operations represented NOK 44 million, an increase of more than 80% from 2017. This reflects that several international companies are actively exploring in Norway, as the country is seen to have limited sovereign risk. Norway is also underexplored with good possibilities of new discoveries. Hence, companies will continue searching for new targets and deposits both in areas with existing or past producing mines, and in areas where mineralisation are not yet known.2

5.3. Nordic Mining's principal markets

The Group's and Keliber's principal projects include various products and qualities for natural rutile

(TiO2), garnet, high purity quartz and lithium carbonate. The Engebø rutile and garnet project may also include aggregates products and various products from tailings from the processed minerals.

The Keliber lithium project may in addition to lithium carbonate and spodumene concentrate include tantalum pentoxide, concentrates of quartz and feldspar and crushed rock as by-products.

Norway is today the only producer of titanium feedstock (ilmenite) in Western Europe. In Europe as a whole, Ukraine is the second producer. Rutile production from Nordic Mining's Engebø deposit will strengthen Norway's position in the international titanium industry. Significant quantities of rutile are today imported from Australia, South Africa and Western Africa to European pigment producers. Considering the growth of the titanium industry in the Asian markets, a new supply source in Norway is expected to be an attractive option and shift the current trade pattern for European buyers of rutile. The growing demand for titanium feedstock in Asia is likely to take up the volumes today imported into Europe from Australia and Africa.

Keliber will be the first European producer of lithium carbonate for the battery industry, an industry currently dominated by a few significant players, and with a large part of the supply currently coming from deposits in South America and Australia. The outlook for lithium carbonate and its main applications indicate establishment of more integrated supply chains in Europe.

2 Direktoratet for mineralforvaltning, Harde fakta om mineralnæringen - Mineralstatistikk 2018 https://dirmin.no/sites/default/files/harde_fakta_om_mineralnaeringen_ny.pdf

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5.4. Titanium

Titanium feedstock: ilmenite and rutile

Titanium dioxide does not occur in nature in its pure form but is derived from ilmenite or leuxocene ores containing 20 – 65 per cent TiO2. In addition, it can be mined from natural rutile reserves. Rutile has in commercial products a typical content of 94 – 96 per cent TiO2. So far, rutile production has been based on sand reserves, but hard rock deposits, including Engebø, are also candidates for the supply chain of the titanium industry. The global rutile production in 2018 was approximately 750,000 tonnes. By way of comparison, the global production of ilmenite in 2018 was around 5.4 million tonnes.

Ilmenite is the most widespread titanium mineral and accounts for approximately 88 per cent of the world's consumption of titanium minerals3. The vast majority of the world's resources are found in coastal areas of Australia, South Africa, India, Brazil, Madagascar, and USA. The mineral is also found in hard rock deposits in Norway, Canada and Chile.

Ilmenite mine production 2013 – 2019e (1,000 tonnes TiO2)

Ilmenite 2013 2014 2015 2016 2017 2018 2019e Reserves United States 200 100 200 100 100 100 100 2,000 Australia 960 720 720 780 730 720 660 250,000 Brazil 100 100 48 48 50 66 70 43,000 Canada 770 480 595 595 880 630 690 31,000 China 1,020 960 850 840 840 2,100 2,100 230,000 India 340 190 180 180 300 319 320 85,000 Kenya NA 100 267 280 280 272 200 850 Madagascar 264 300 140 92 110 228 300 8,600 Mozambique 430 510 460 540 600 275 590 14,000 Norway 498 440 258 260 220 236 260 37,000 Russia NA 110 116 NA NA NA NA NA Senegal NA 60 257 250 300 297 290 NA South Africa 1,190 600 1,280 1,020 550 765 820 35,000 Sri Lanka 32 NA NA NA NA NA NA NA Ukraine 150 250 375 210 230 373 380 5,900 Vietnam 720 560 360 240 200 105 150 1,600 Other countries 60 90 77 71 90 83 90 26,000 World total 6,500 6,730 5,570 6,190 5,500 6,870 7,000 770,000

Source: United States Geological Survey (USGS): Mineral Commodity Summaries 2014, 2015, 2016, 2017, 2018, 2019 and 2020 http://minerals.usgs.gov/minerals/pubs/mcs/2013/mcs2013.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2014/mcs2014.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2015/mcs2015.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2016/mcs2016.pdf https://minerals.usgs.gov/minerals/pubs/mcs/2017/mcs2017.df

3 Source: United States Geological Survey (USGS): Titanium Mineral Concentrates, January 2018, http://minerals.usgs.gov/minerals/pubs/mcs/2019/mcs2019.pdf

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http://minerals.usgs.gov/minerals/pubs/mcs/2018/mcs2018.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2019/mcs2019.pdf https://pubs.usgs.gov/periodicals/mcs2020/mcs2020.pdf

In contrast to ilmenite, the vast majority of the world resources of rutile are more restricted with production concentrated in Australia, Sierra Leone and Ukraine. Today, Ukraine is the only European country with rutile production.

Rutile mine production 2012 – 2019e (1,000 tonnes TiO2)

Rutile 2012 2013 2014 2015 2016 2017 2018 2019e Reserves

Incl. in Incl. in Incl. in Incl. in Incl. in Incl. in Incl. in Incl. in Incl. in United States ilmenite ilmenite ilmenite ilmenite ilmenite ilmenite ilmenite ilmenite ilmenite

Australia 410 423 190 380 380 290 141 140 29,000 Brazil 2 NA NA NA NA NA NA NA NA India 24 24 17 18 19 10 15 14 7,400 Kenya NA NA 22 71 84 87 8 8 380 Madagascar NA 8 9 5 NA NA NA NA NA Mozambique 7 NA NA NA 7 9 8 8 880

Senegal NA NA NA NA 9 10 9 9 NA

Sierra Leone 89 81 100 113 130 160 114 120 490

South Africa 120 59 53 67 67 95 103 110 6,100

Ukraine 56 50 63 90 95 95 94 94 2,500 Other 24 8 17 14 8 13 21 29 400 countries World total 730 681 470 760 800 770 594 600 47,000

Source: United States Geological Survey (USGS): Mineral Commodity Summaries 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2020 http://minerals.usgs.gov/minerals/pubs/mcs/2013/mcs2013.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2014/mcs2014.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2015/mcs2015.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2016/mcs2016.pdf https://minerals.usgs.gov/minerals/pubs/mcs/2017/mcs2017.df http://minerals.usgs.gov/minerals/pubs/mcs/2018/mcs2018.pdf http://minerals.usgs.gov/minerals/pubs/mcs/2019/mcs2019.pdf https://pubs.usgs.gov/periodicals/mcs2020/mcs2020.pdf

Ilmenite and rutile are usually extracted together from sand deposits. For many sand deposit operations, by-product minerals such as monazite and zircon play a significant role economically when it comes to developing a deposit. Suction dredging is used where possible, although wet mining is also used to mine ore reserves located below the water table. Upon wet mining dredging material is transferred to a wet plant from where it is screened and then concentrated using spiral. In ilmenite hard rock deposits, the ore has to be mined and crushed and the ilmenite has to be separated out. The separation process is expensive which implies that ore grade requirements should be high.

Some deposits are mined mainly for their zircon and rutile contents, notably deposits at the east coast of Australia. In these cases, ilmenite is separated from the other minerals at the concentration 39

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stage using wet high intensity magnetic separation. The ilmenite may then be returned to the tailings, stockpiled at the mine site or sold for low value applications such as sandblasting.

Because of the limited resources of naturally occurring rutile, the mining industry has developed two beneficial products that are used as substitutes for natural rutile: synthetic rutile and titanium slag. Both products are produced by upgrading ilmenite by removing iron oxide and other impurities.

As Norway and Ukraine are the only titanium feedstock producers in Europe, there are large quantities of ilmenite and rutile being imported to European pigment producers from suppliers in South and Western Africa and Australia. Hence new supply sources of titanium feedstock in Western Europe will likely replace some of these imports.

Despite the upcoming period of uncertainty and volatility related to the markets for rutile due to the Coronavirus pandemic, the Company expects rutile as a high-grade feedstock to be in relatively strong demand going forward due to the high grade and quality of the product. Further, the supply from existing rutile producers is expected to be continuously reduced in the coming years in line with the current historic trend.

Process routes – Chloride and Sulphate

The titanium feedstock is upgraded through two main processing routes, the sulphate and the chloride processes. The first uses sulphuric acid as extraction agent, the second uses chloride. One factor that has led to the increase in capacity to upgrade ilmenite into beneficiated slag or synthetic rutile is the trend in the TiO2 pigment industry towards greater chloride route capacity, which requires higher quality feedstock.

In TiO2 production, the chloride process is favoured for two main reasons; firstly, TiCl4, the intermediate product, is easily purified and oxidised to a superior pigment and chlorine; secondly, it is easier to produce exact TiO2 particle distributions. In this process higher quality feedstock is required to minimise chlorine consumption and to prevent operational difficulties, which generally is not tolerant of high impurity levels. In the sulphate route, the production of TiO2 pigment, ilmenite and titanium slag are directly reacted with sulphuric acid to produce titanium sulphate and iron sulphate. The titanium sulphate is subject to selective thermal hydrolysis to produce hydrated TiO2. This is further washed and cleaned to produce titanium pigments.

Comparing the two routes and considering the trend to move to the chloride processes, one factor is lower associated costs. Industry experts also emphasise that the chloride route TiO2 pigment has better properties for the premium grade coatings. These properties are colour brightness, covering ability, durability and gloss. This is the major factor behind the decline in sulphate pigment use and the trend away from the consumption of sulphate grade ores. These are mostly low-grade primary ilmenites and slags made from high alkali/high iron content ilmenites.

The chlorination reactors for rutile, synthetic rutile, slag and ilmenite are similar, but the higher volume of chlorine required for ilmenite reduces capacity. For high grade ores the process is simpler and more efficient.

DuPont, the world leader in the pigment industry, uses blends of the various raw materials and decides the blend based on price of raw materials including ore, coke, chlorine and waste processing.

Requirement for secondary ilmenite among pigment producers for both synthetic rutile as well as chlorination grade ilmenite has led to increasingly strong demand for the minerals. Escalating costs of chloride and waste processing have also been drivers for producers to use higher-grade ores. Producers have responded by expanding slag capacity to maximise profits from valuable iron co- product and use of higher-grade content ilmenite.

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Titanium feedstock processing route

Mining Hard rock Sand deposits

Wet or dry Processing concentration

Key products ex- mine Ilmenite Leucoxene Rutile Zircon

Key upgraded titanium products Titanium slag Synthetic rutile

High purity pig Chloride TiO2 iron process

Pigment Sulphate TiO2 Titanium production process process Tetrachloride

Titanium Final products White pigment sponge

Titanium metal

Paints, plastics End-uses Foundries Aeorospace Welding Various and paper

Source: Iluka Mineral Sands Technical Information, Iluka Resources, November 2012 and Nordic Mining

Trend for higher-grade feedstock due to environmental benefits

Pigment production based on rutile has less environmental challenges than pigment production based on ilmenite. The chloride process, using a rutile feed, generates about 0.2 tonne of waste per tonne of TiO2 product. For the sulphate process, using ilmenite the waste volume is 3.5 tonnes, and for synthetic rutile using ilmenite the waste volume is 0.7 tonne. Direct chlorination of ilmenite generates

1.2 tonnes of waste per tonne of TiO2.

The TiO2 value chain

The dominant application of titanium dioxide is as feedstock for pigment manufacturing, and titanium dioxide is the most widely used white pigment. Approximately 90% of the titanium dioxide is supplied into the pigment industry. The remaining 10% goes into the making of titanium metal and to welding products.

Radioactive elements, i.a. uranium and thorium are of particular concern for the downstream titanium industries due to end-use product quality and health issues as well as the significant cost of waste handling. Compared to many other sources of titanium feedstock the Engebø rutile is low on radioactive elements.

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Overview of titanium feedstock end markets:

Global TiO2 demand by end-use segment in 2016

Source: Iluka Resource Limited Presentation, December 2019

Global demand for titanium feedstock is dominated by the TiO2 pigment end-use. TZMI estimated that pigment end-use accounted for approximately 90% of total demand in 2018, or 6.26 M TiO2 units. By 2025, TZMI estimates that global demand for titanium feedstock reaches 8.7 M TiO2 which corresponds to a compounded annual growth rate of 2.6%.

The distribution of TiO2 feedstock demand is expected to have changed only moderately in recent years. The largest rutile producers dominate the market, where key players are Iluka Resources Limited, Tronox Limited, Base Resources, CRISTAL, TOR, Murray Basin Titanium Pty. Ltd., Rio Tinto, Shanghai Yuejiang Titanium Chemical Manufacturer, Abbott Blackstone. The current leading rutile producers take up the vast majority of the rutile production output of around 770,000 tonnes per annum.

TiO2 market trend

The conditions of the global economy are a key driver for the TiO2 industry. Growth in GDP usually leads to higher TiO2 demand and vice versa. There is a clear correlation between economic welfare and consumption of titanium feedstock, as illustrated on the graph below. Although some of the developing countries may have increased the titanium consumption per capita over the last years, the general picture and correlation between consumption of titanium and economic development remains. It is difficult to predict the effects of the Coronavirus pandemic on the global economy going forward, and more specific, the effect on the demand for titanium feedstock.

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Titanium consumption per capita vs. GDP per capita

5 4.5 Germany 4 3.5 3 US 2.5 2 per per (kg) capita Poland

2 2 UK

1.5 Japan TiO 1 China Brazil 0.5 India Russia 0 0 10 20 30 40 50 GDP per capita (USD 1000)

Source: DuPont Market Analysis 2012, http://www2.dupont.com/Titanium_Technologies/en_US/index.html

Titanium metal applications

Titanium metal, with its physical and chemical properties, represents a material for new technological and environmental innovative applications. Titanium metal is the best corrosion resistant metal available; it has double strength of steel and has significantly lower weight. Areas of usage are e.g. aerospace, defence, automobile, construction, offshore, healthcare, chemical industry, power and sporting goods. The production volume of titanium metal is significantly lower than the volume of pigment. The metal production has however high value and strong growth expectations.

The major consumption areas are the USA, Europe, China, Japan and Russia, whilst the dominant producer countries are China, Kazakhstan, Japan, Ukraine, Russia and the USA.

Supply/demand balance and price development of rutile titanium feedstock

Global rutile demand growth for all end-use until 2028 is expected to reach 800k TiO2 units according to the latest estimate from TZMI. Consumption for titanium metal end-use is expected to lead demand growth. This growth predominately relates to a demand pull from commercial aerospace rolling out next generation aircrafts, particularly B787 and A350, which consume more titanium by weight compared to the older models.

Following the decline in prices initiated by the destocking by pigment producers in late 2012, there has been an increase in rutile consumption by pigment producers to take advantage of the low rutile prices (on a relative economic value basis) compared to other high-grade feedstocks, but this trend is expected to reverse in the short term as prices begin to trend up during the period 2017 to 2020.

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Global rutile supply outlook to 2028 (‘000 TiO2 units)

Source: TZMI Nov 2019 estimates

Global rutile supply/demand balance to 2028 (‘000 TiO2 units)

Source: TZMI Nov 2019 estimates

The global rutile market was in significant surplus in 2012 as chloride pigment producers embarked on a de-stocking cycle and curtailed pigment production, resulting in reduced consumption of high- grade feedstocks. The resultant inventory overhang is progressively being worked through and by end-2016 should have trended back below normal levels.

The longer-term outlook which was developed prior to the Coronavirus outbreak, indicates that a significant supply deficit will develop if no new projects are commissioned. TZMI has adjusted its demand outlook for rutile in the short to medium term to take into consideration the interchangeability of feedstock blend among some pigment producers given the declining rutile supply profile and the availability of other high-grade feedstocks. However, the trend should reverse beyond 2020 once the existing supply of other high-grade feedstocks is exhausted.

Over the longer term, TZMI expects prices to trend towards the inducement price level (USD 1,118/t real 2018 dollars), along with other high-grade chloride feedstocks, to ensure there is sufficient inducement for new supply to meet demand growth.

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Nominal rutile global average price forecasts to 2025 (USD per tonne FOB)

Source: TZMI Nov 2019 estimates

Competitiveness

There are two significant aspects of the titanium feedstock market that indicates a competitive strength for the Engebø project:

First of all, in terms of global supply vs. demand there is a significant deficit in European supply of feedstock, leaving the European pigment industry very dependant of overseas imports from suppliers in South Africa, West Africa, Canada and Australia. Secondly, the supply outlook for rutile, representing the high-end feedstock is uncertain as most new feedstock projects are based on ilmenite and only bring marginal new volumes of rutile to the market.

Further, rutile is a unique feedstock to certain speciality segments like welding rods and titanium metal.

Lastly, the Engebø project has an inherent competitive advantage versus the European pigment industry, in its capability to supply small tailor-made shipments on a plant to plant basis, thus improving flexibility, supply security and working capital for its customers.

A competitive threat would potentially be represented by new upgrading technologies for ilmenite that could significantly reduce the cost for producing high grade feedstock.

Estimations from the Australian consultancy company TZMI indicate a revenue-to-cash cost position for Engebø rutile which is better than the average for TiO2-producers. The estimates for

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net cash costs includes revenue from by-products as credits to the costs. TZMI is an independent consulting company, operating since 1994, that works with a wide range of global clients to provide insight and expert advice on opaque mineral, metal and chemical sectors. On a regular basis, TZMI updates its estimations of the titanium feedstock industry’s revenue-to-cash cost curve. As part of the market advisory service requested by Nordic Mining in connection with the definitive feasibility study, TZMI has included the Engebø project in the projected revenue-to-cash cost curve for 2023. The revenue and cost assumptions for the Engebø project included in TZMI’s estimations are derived from the definitive feasibility study. The Engebø project benefits from two high-value products, rutile and garnet, with relatively low mining and processing cost. Consequently, the projections indicate a competitive position in the first quartile on the revenue-to-cash cost curve for the Engebø operation. TZMI’s estimated revenue-to-cash cost curve for 2023 is illustrated below.

Cummulative TiO2 units

Source: TZMI, 2020 (the illustration is included in the definitive feasibility report for the Engebø rutile and garnet project which is available on the Company’s webpage www.nordicmining.com)

5.5. Garnet

Introduction to garnet

Garnet is a family of minerals. The main garnet used commercially is almandine, which is the type contained in the Engebø ore. Almandine has a hardness normally quoted as 7.5 to 8 on the Mohs scale and a density of 3.9 to 4.2 SG.Garnet is a general name for a family of six complex silicate minerals based on the same general chemical formula and with similar crystal structures and therefore physical properties. The general formula for the garnet group is:

R++3R+++2(SiO4)3

Where:

R++ is calcium, magnesium, iron or manganese; R+++ is iron, aluminium, chromium, or titanium.

In nature, garnets rarely approach the theoretical compositions due to substitution and solid solution which in turn affects characteristics such as specific gravity and hardness.

Garnet can be derived from heavy mineral sands or from hard rock sources. All the Indian and Australian-sourced material is currently produced from heavy mineral sands, generally in conjunction with titanium minerals. Hard rock sources like the one at Engebø are exploited in China and the USA.

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The primary markets for garnet are in abrasive blasting and waterjet cutting, although for some coarse grades there is also a market in water filtration. Additionally, there is a market in abrasion resistant materials such as in flooring, but that seems to be restricted mainly to China at the moment.

In the abrasive blasting sector, a wide range of materials are used, and garnet has currently a relatively small share of the total market compared with lower priced materials such as coal slag, copper or nickel slag, and other abrasives such as crushed glass, olivine, and staurolite. Garnet tends to be the preferred abrasive where a good profile is required on steel being prepared for painting, especially in harsh environments such as the offshore oil industry, although the specification normally requires a coarse-grained product, certainly usually a 30/60 mesh size and frequently a 20/40 grade. (Mesh is a commonly used unit in the abrasive industry; a 30 mesh product has been passed over a screen with 30 openings per square inch; a 60 mesh product has passed over a screen with 60 openings per square inch; as the number indicating the mesh size increases, the size of the openings and thus the size of particles captured decreases).

In the waterjet cutting industry, garnet is the dominant abrasive used. Other materials such as olivine have been tried in this relatively young industry and staurolite has been proposed as an alternative. However, garnet has proved to be the most efficient and economical material. The primary grade used in waterjet cutting is an 80 mesh product which makes up 90% or more of the material used, although 120 mesh or 240 mesh grades can be used for some specialised cutting applications and there is a small portion of 60 mesh used as well. Larger grain sizes are not used because of the apertures of the nozzles commonly used in the waterjet equipment.

Garnet used in water filtration is generally a coarse-grained material. A support bed of garnet is used as the base of a water filtration bed with a grainsize generally around 1.4 to 2 mm. A relatively thin finer grained filtration layer is put on top of this normally with a grainsize of about 30 mesh and strict limits on any grains below 50 mesh. Some 30/60 mesh material may be specified as well as 20/40 but also sizes up to almost 5.0 mm if available.

Compared with rutile, garnet is a relatively "young" mineral in industrial applications. Whilst titanium feedstock production including rutile has developed basically in line with global economic growth over many decades, garnet production has primarily developed over the last 20 to 25 years.

According to the U.S. Geological Survey, USGS, the world production of industrial garnet was estimated to be 1,200 ktpa in 2019. For the same year, Australia was the largest producer, with an estimated production of 400 ktpa. Garnet production increased in Australia and China while it decreased in India and South Africa.

The United States consumed about 22% of global garnet production and world production decreased by 4% in 2019 compared to the prior year.

2018 2019e

United States 101 93

Australia 360 400

China 290 310

India 162 150

South Africa 278 190

Other Countries 60 60

World Total (rounded) 1,250 1,200

Yearly production of garnet in kt. Source: https://pubs.usgs.gov/periodicals/mcs2020/mcs2020.pdf

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The demand for garnet is expected to be reduced both in the waterjet and blasting segments due to expected lower GDP growth. The blasting segment is additionally affected from the recent substantial reduction in the oil price due to the Coronavirus' effect on the global and national economies.

Price development of garnet

Prices for garnet are normally quoted as Cost, Insurance and Freight (CIF) or Free on Board (FOB). CIF requires the seller to arrange for the carriage of goods by sea to a port of destination at his cost and provide the buyer with the documents necessary to obtain the goods from the carrier. FOB means that the seller pays for transportation of the goods to the port of shipment, plus loading costs. The buyer pays the cost of marine freight transport, insurance, unloading and transportation from the arrival port to the final destination. The passing of risks occurs when the goods are loaded on board at the port of shipment.

The price range of industrial garnet is based on the application, quality, quantity purchased, source, and type. There are no terminal markets for garnet and no reliable published prices for products. Products are sold through negotiations between buyer and seller. In the case of abrasives for both blasting and waterjet cutting there are different levels of sale – from the producer with bulk quantities through to a primary distributor, who may, in some cases, be a subsidiary or division of the producing company, and on through secondary distributors and even down to local and retail sellers. At every stage, a handling and profit margin is added. Delivered prices can be significantly higher than CIF bulk prices especially for less than truckload quantities. Larger international shipments may be in bulk containers of breakbulk transport, but equally can be in 1.0 t or 2.0 t big bags, depending on where the added value of bagging takes place and the relative economy of shipping bagged vs. bulk material. Shipping rates from India or Australia to Europe and North America are normally significantly more expensive than transportation within Europe, or from Europe to North America.

Due to the reduced garnet export volumes from India over the last years, the general price level has increased. The illustration below provides a price forecast for garnet provided by TZMI prior to the Coronavirus outbreak. The illustration shows three different scenarios with a base case pricing of 300 USD/t FOB in 2028.

Source: TZMI 2019 (the illustration is included in a Nordic Mining investor presentation and is available on the Company’s webpage www.nordicmining.com).

As a consequence of the Coronavirus pandemic, the demand for garnet is expected be reduced both in the waterjet and blasting segments due to an expected lower GDP growth. The blasting

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segment is expected to be additionally affected from the recent substantial reduction in the oil price. How long these effects will prevail is currently difficult to overlook.

Competitiveness

The garnet market is highly competitive. There is a wide variety of different qualities; hence the competitive edge for the individual suppliers to a large extent is a combination of actual product quality, supply and market performance. To increase profitability and remain competitive with foreign imported material, production may be restricted to only high-grade garnet ores or other saleable mineral products that occur with garnet. The distribution and sales pattern for garnet is highly diverse, hence there are several possibilities to develop unique market and distribution strategies to build a market position.

Nordic Mining has established relevant insight into the garnet industry, although no detailed competitor analysis has been carried out. It is unclear at this stage how competitors will respond to the Engebø Project; however, Nordic Mining will be the first industrial producer of garnet in Europe. The overall strategy of Nordic Mining is to be a consistent high-quality garnet producer and to establish a long-term market position in the European, North-American and other prioritised markets.

5.6. Lithium

Lithium overview

There are two main sources of supply for lithium. The main one is currently from continental brines located primarily in lithium-bearing salt lakes in South America, China and North America. The second source of lithium is from lithium-bearing minerals which are extracted from hard-rock mines in Australia, Canada, China, Portugal, Spain and Zimbabwe. The lithium-bearing minerals which occur mainly in coarse-grained granitic rocks called pegmatites, include spodumene, petalite and lepidolite. Spodumene is the most important of these minerals in terms of production because spodumene deposits are often large, the lithium content is relatively high and spodumene bearing ores are comparatively easy to process.

Continental brines are found in numerous dry lakes, or salars, in South America, China and North America, where mineral-rich brines are located just under a layer of crusted salt deposits. Most deposits are located at high altitudes in major mountain chains. The process of extracting lithium from brines typically involves pumping the brines into a series of evaporation ponds to crystallize other salts, leaving lithium-rich liquor. Depending on the climate, after 9-12 months, the concentrate is further processed in a chemical plant to produce products such as lithium carbonate and lithium chloride. Due to the evaporation process involved with brines, ramping up production from brine operations typically takes longer in comparison to the ramp-up of hard-rock lithium mining. The production for hard-rock lithium ores follows a more conventional mining and processing route with conventional open pit drill and blast operations, then the crushing and beneficiation of ore via heavy media separation and flotation techniques to produce a spodumene concentrate of ~6% Li2O. To be utilised in rechargeable batteries, hard-rock lithium concentrates such as spodumene concentrates need to be further refined through chemical conversion plants to convert the chemical-grade lithium concentrate to lithium carbonate or lithium hydroxide. Lithium carbonate is required to at least have 99.5% lithium purity to be applicable in the manufacturing of batteries. For lithium hydroxide the threshold is approximately 96% purity. The quality of the lithium is both a function of the purity of the concentrate from which the lithium is converted as well as the effectiveness of the concentrate- to-final product process.

Lithium has a wide variety of end-use applications, including the manufacture of lithium-ion batteries, ceramics and glass, continuous casting, lubricants, rubbers, thermoplastics, and pharmaceuticals, as well as in air conditioning, air treatment and aluminium smelting.

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The development and advancement in technology of Electric vehicles (EVs) is one of the key growth areas driving demand for lithium raw materials and refined lithium products. Globally, EV production capacity is ramping up which has been pioneered by Tesla and now nearly all major car manufacturers have ambitions in the EV space. Other car manufacturers with EV ambitions include Volkswagen Group, which is planning to develop 80 EV models by 2025; Toyota, which is planning to sell 1 million EVs and fuel-cell vehicles by 2030; Ford, which is aiming to have 10% of their total sales from EV by 2020; and General Motors, which is planning to introduce at least 20 EV models by 2023.

The Figure below illustrates the demand for lithium in 2018 and in comparison, the forecast for lithium demand in 2024 broken down by end-use. The projected demand from rechargeable lithium- ion batteries represents a major component of projected lithium use in the future.

Figure: Expected Lithium demand in 2018 vs. 2024

2018 2024

2% 1% 2% 5% 13% Rechargeable batteries 3% 3% Glass & Ceramics 3% 8% Lubricant/Grease 4% 254 kt Metallurgy 668 kt LCE LCE 50% Air treatment 9% demand demand Medical Other 18% 79%

Source: Benchmark Intelligence Q4 2018

Currently conventional applications of lithium account for approximately 50% of the global market. With the increasing demand for lithium-ion batteries through EV, PEV, HEVs, E-Bikes and energy storage, the rechargeable battery sector is forecast to account for approximately 79% of global lithium market demand by 2024.

Lithium carbonate and lithium hydroxide

Both lithium carbonate and lithium hydroxide are inorganic compounds. The formula for lithium carbonate is Li2CO3 and LiOH for lithium hydroxide. Lithium carbonate is both a larger market and more widely used, however both are used inside and outside the battery industry on the basis of the quality.

Lithium carbonate is a material sold on the international market (merchant sales) and not produced as an intermediate product for further refining or conversion to other lithium products.

Lithium hydroxide is mainly used for either grease or lubricants in addition to battery production. Technical-grade includes material sold on the international market (merchant sales) and captively in the manufacture of other lithium products. In 2018 the demand for battery-grade lithium was 128 kt LCE, 69 kt LCE lithium carbonate and 59 kt LCE lithium hydroxide.

The cost of lithium carbonate produced from brines are typically lower than from hard rock and appears on the left of the cost curve. Currently, lithium hydroxide is produced from lithium carbonate. The main cost component for lithium hydroxide is lithium carbonate. Consequently, the companies which have access to cheap lithium carbonate are currently the cheapest producers of lithium hydroxide.

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Lithium reserves and resources

In February 2020, the USGS reported global lithium reserves to be 17 Mt Li (88.3 Mt LCE) (the discrepancy between the below summarised figures are due to rounding errors), with Chile accounting for 52% of global reserves. The USGS also identified global resources of approximately 85 Mt Li (426 Mt LCE). The Tables below are USGS’ estimated lithium reserves and resources split by country.

Table: Lithium Reserves by Country Table: Lithium Resources by Country

Reserves Country Country Resources (Mt LCE) (Mt LCE)

Argentina 9.0 USA 36.2

Australia 14.9 Argentina 90.5

Brazil 0.5 Bolivia 111.8

Canada 2.0 Chile 47.9

Chile 45.8 China 24.0

China 5.3 Australia 33.5

Portugal 0.3 Canada 9.0

United States 3.4 Mexico 9.0

Zimbabwe 1.2 Czechia 6.9

Other 5.9 DRC 16.0

World Total (rounded) 88.3 Russia 5.3

Serbia 5.3

Zimbabwe 2.9

Spain 1.6

Mali 5.3

Brazil 2.1

Germany 13.3

Rest of the world 5.1

World Total (rounded) 425.8

Source: https://pubs.usgs.gov/periodicals/mcs2020/mcs2020-lithium.pdf Note: USGS estimated tonnes have been converted at a factor of 5.323 to calculate a lithium carbonate equivalent value

Lithium demand

As can be seen from Table and Figure below, demand for lithium to be used in rechargeable batteries is forecasted to increase significantly compared to other lithium compounds used mainly in industrial applications. By 2030 the global demand for lithium is projected to increase by 7.3x compared to 2018. The demand for rechargeable batteries is driven by the expected growth in EV-penetration which is underpinned by a number of factors, notably government transport emission policies, and Original Equipment Manufacturing (OEM) strategy.

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Table: Global Demand for Lithium by Product (t LCE)

Lithium Product 2016 2018 2020 2022 2024 2026 2028 2030

Rechargeable batteries 86 358 127 809 200 826 326 829 526 272 779 590 1 142 024 1 703 933

Glass & Ceramics 46 000 46 500 48 000 50 000 52 020 54 122 56 100 58 366

Lubricant/Grease 21 000 22 000 22 000 22 665 23 350 24 056 25 000 25 756

Metallurgy 10 000 11 000 10 500 11 110 11 333 11 500 11 731 11 967

Air treatment 8 000 8 320 10 000 10 816 11 699 12 480 13 498 14 600

Medical 6 000 6 695 7 100 7 519 8 000 8 487 9 004 9 552

Other non-battery 32 000 32 000 33 000 34 000 35 374 36 720 38 203 40 000

Total 209 358 254 324 331 426 462 939 668 048 926 955 1 295 560 1 864 174

Source: Benchmark Minerals Intelligence Q4 2018

Figure: Global Demand for Lithium by Product (t LCE)

1 800 000 Glass & Ceramics 1 600 000 Lubricant/Grease

Metallurgy 1 400 000 Air treatment

1 200 000 Medical

Other non-battery 1 000 000 Rechargeable batteries 800 000

600 000

400 000

200 000

0 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Source: Benchmark Minerals Intelligence Q4 2018

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The short, medium and long-term outlook for lithium consumption appears strong, with overall growth forecast at 17.7% per year to 2026 and 17.2% per year between 2026 and 2031 in the base- case scenario as illustrated in Table below, with the market reaching more than 2.2 Mt LCE in the base-case by 2031.

Table: Global Forecast Demand for Lithium by First Use (t LCE)

Lithium Product 2016 2021 2023 2026 2031 CAGR CAGR ’16- ’26- ‘26 ‘31 Rechargeable battery 83,500 228,800 372,600 864,300 2,066,9 26.3 19.1 Ceramics 24,500 27,700 29,100 31,400 35,50000 2.5 2.5 Glass-ceramics 23,000 26,000 27,300 29,400 33,300 2.5 2.5 Greases 14,000 15,100 15,600 16,300 17,500 1.5 1.4 Polymer 9,200 10,700 11,300 12,400 14,400 3.0 3.0 Glass 9,000 9,500 9,600 9,900 10,400 1.0 1.0 Metallurgical powders 8,000 9,300 9,800 10,800 12,500 3.0 3.0 Primary battery 4,600 6,500 7,400 9,100 12,800 7.0 7.0 Air treatment 4,400 5,100 5,400 5,900 6,900 3.0 3.0 Other 16,800 18,000 18,600 19,400 20,900 1.5 1.5 Total 197,100 356,700 506,900 1,008,9 2,231,0 17.7 17.2 00 00 High - 423,900 670,343 1,633,90 4,509,4 23.6 22.5 0 00 Low - 316,500 425,423 776,900 1,583,7 14.7 15.3

Source: Roskill (February 2018) 00 Note – Rounded to nearest 100t LCE

Lithium supply

In 2018, total operational mining supply was about 300 kt LCE according to Benchmark Mineral Intelligence. The figure below shows a forecast of the global mine capacity for lithium split into operational supply, highly probable additional tonnes, probable additional tonnes, possible additional tonnes and secondary supply.

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Figure: Global Mine Capacity for Lithium (tpa LCE)

1 800 000

1 600 000

1 400 000

1 200 000

1 000 000

800 000

600 000

400 000

200 000

- 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Operational supply Highly Probable additonal tonnes Probable additonal tonnes Possible additonal tonnes Secondary supply

Source: Benchmark Minerals Intelligence Q4 2018

Table: Global Forecast Capacity for Lithium Mine Production by Corporation (t/pa LCE)

Operator Mine Type 2016 2018 2022 2026

Hombre Livent Brine 17 000 18 000 25 000 30 000 Muerto Salar de Orocobre Brine 9 000 11 000 25 000 35 000 Olaroz Greenbushes Talison Pegmatite 80 000 85 000 125 000 125 000 (Base) Galaxy Resource Mt Cattlin Pegmatite 0 28 000 28 000 28 000

Neometals Mt Marion Pegmatite 0 30 000 31 500 31 500 Companhia Brasileira Cachoeira Pegmatite 2 000 2 000 2 000 2 000 de Litio Arqueana de Minérios e Metals Araçuaí Pegmatite 1 000 1 000 1 000 1 000 Ltda. Salar de Albemarle Atacama Brine 27 500 36 000 50 000 70 000 (ABL) Salar de SQM Atacama Brine 50 000 45 000 80 000 100 000 (SQM) Sociedade Mineira de Portugal Pegmatite 2 000 2 000 2 000 2 000 Pegmatites Albemarle Silver Peak Brine 3 000 3 000 3 000 3 000 Qarhan Salt Qinghai Lithium Lake (East Brine 2 500 4 000 6 000 6 000 Salt Lake) Fozhao Lanke Brine 4 000 6 000 10 000 10 000 Tibet Mineral Baiyin Lepidolite 1 500 3 000 3 000 3 000 Development Zabuye Jiangxi Special China Lepidolite 3 000 3 000 3 000 3 000 Electric Various 411 Yichun Tani Lepidolite 1 000 1 000 1 000 1 000 Formanite

H-Zone H-Zone Lepidolite 3 000 2 000 1 000 1 000

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North American Abitibi Pegmatite 0 6 500 23 000 23 000 Lithium

AMG Mibra Pegmatite 0 3 000 25 000 25 000

Chinese Producers Various Various 0 5 000 12 000 25 000

Rubicon / Desert Lion Energy Lepidolite 0 500 5 000 12 000 Helikon Pilgangoora Pilbara Minerals Pegmatite 0 5 000 60 000 80 000 (PLS) Pilgangoora Altura Mining Pegmatite 0 2 500 30 000 30 000 (AJM) Salar de Lithium Americas Cauchari/Ola Brine 0 0 25 000 25 000 roz

Galaxy Resource Sal de Vida Brine 0 0 10 000 20 000

Nemaska Lithium Whabouchi Pegmatite 0 0 5 000 10 000

Total 211 500 307 500 596 500 706 500

Source: Benchmark Mineral Intelligence 2018 Q4, operating and high probability lithium supply

Lithium prices

Lithium product prices respond to variations in supply, demand and the perceived supply/demand balance in a similar way to most raw materials. The most commonly referenced currency for lithium transactions is the US dollar, although most domestic transactions between Chinese domestic producers and consumers are conducted in the Chinese currency - Renminbi (“RMB”). The units of measure used in transactions vary from region to region and between product types.

The three most commonly sold finished products are lithium carbonate, lithium hydroxide, and mineral concentrate; each is available in a range of grades designed to meet the diverse range of end-uses. Transactions are negotiated between the producer (or agent / trader) and the consumer to suit individual circumstances. Lithium is not traded on any exchange. Producers of lithium negotiate prices with individual consumers and price information is rarely reported, particularly for downstream lithium chemicals. Commercial payment terms are also negotiated between buyer and seller and can vary widely. The LME is planning a forward standardized contract for lithium in Q4 2019.

Spot prices for lithium have become more widely quoted, although they are not thought to influence contract pricing, rather they reflect material available off-contract in small volumes and are likely higher (when the market is good) or lower (when the market is poor) than contract prices. The price profiles quoted by different journals or websites are usually similar over an extended term although they might show a small, consistent offset. These sources publish prices on a weekly, twice-weekly or month-end basis. They quote the low price and the high price that represents the general consensus of industry correspondents who have reported spot transactions for the period. Spot transactions by definition use the spot price to settle. The spot price itself is open to negotiation between buyer and seller according to the perceived supply/demand conditions.

Battery-grade lithium hydroxide consumption has grown quickly over the last five to seven years, with supply limited to Livent (former FMC) initially, thereafter with a few Chinese producers entering the market in 2011/12 and Albemarle installing new capacity in 2013.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Figure: Forecasted prices for Battery-Grade Lithium Hydroxide and Carbonate Spot Material

Source: Benchmark Minerals Intelligence Q4 2019 Figure: Forecasted prices for Lithium Spodumene Spot Material

Source: Benchmark Minerals Intelligence Q4 2019

The illustrations above have been developed prior to the Coronavirus outbreak. The upper graph pictured above show the forecasted prices for battery-grade lithium hydroxide and carbonate spot material. The second top graph display the forecast for lithium spodumene spot material. It is difficult to predict the effects of the Coronavirus pandemic on the global economy going forward, and more specific, the effect on the demand for lithium products.

Competitiveness

The product quality demonstrated in Keliber’s pilot production shows a high-purity product. The production process and current cost assessments indicate that Keliber will be a competitive producer of high-grade lithium hydroxide. Products for advanced battery applications are gaining price premiums compared to standard qualities, and Keliber is expected to develop a good position in the 56

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

market for high quality products, tentatively as the first producer in Europe of lithium for the battery industry.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

6. SELECTED FINANCIAL INFORMATION

6.1. Introduction and basis for preparation

The following consolidated financial information has been recorded in the Group's audited financial statements as of, and for the years ended 31 December 2017, 2018 and 2019 (the Audited Financial Statements).

The selected consolidated financial information incorporated by reference in the Universal Registration Document should be read in connection with the cross-reference list set out in section 14.1 where direct links to the Audited Financial Statements can be found.

Taking into account the Private Placement, there has been no significant change in the financial performance of the Group since the end of the last financial period for which financial information has been published to the date of the Universal Registration Document.

6.2. Summary of accounting policies and principles

The Audited Financial Statements have been prepared in accordance with IFRS as adopted by EU. The IFRS principles have been applied consistently for 2017, 2018 and 2019.

For further information regarding accounting policies, please refer to note 2 to the consolidated financial statements for 2019.

6.3. Auditor

The Company's auditor is Ernst & Young AS ("EY"), Dronning Eufemias gate 6, N-0191 Oslo, Norway. The audit partners of EY are members of the Norwegian Institute of Public Accountants (Norwegian: Den Norske Revisorforening).

The Audited Financial Statements have been audited by EY in accordance with laws and regulations, and auditing standards and practices generally accepted in Norway, including International Standards of Auditing. EY has issued audit reports without any qualifications; however, the audit reports for 2017 and 2018 included an emphasis of matter due to the Group's need for further financing to continue its operations. The emphasis of matter in the auditor's report for 2018 is quoted below for reference:

“According to note 2 Going Concern and note 17 Liquidity risk to the financial statements and the Board of Directors’ Report, the Company will need to either reduce its activity level, issue new equity, divest assets or obtain debt financing to develop its ongoing projects. This indicates that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.”

EY has not audited, reviewed or produced any report on any other information provided in the Universal Registration Document.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

6.4. Consolidated income statements

The table below sets out information from the Group's audited income statements for the years ended 31 December 2019, 2018 and 2017.

2019 2018 2017 01.01-31.12 01.01-31.12 01.01-31.12 (Amounts in NOK thousands) Extracted from audited financial statements Net sales - - - Other Income - - - Payroll and related costs (15 455) (11 773) (10 879) Depreciation and amortisation (202) (152) (152) Impairment of exploration & evaluation assets - (2 393) - Other operating expenses (57 154) (49 916) (25 175) Operating profit/(loss) (72 811) (64 234) (36 206)

Share of result of an associate (759) (7 988) 542 Gains/losses on investments 75 507 - - Financial income 552 476 268 Financial costs (1 098) (566) (177) Profit/(loss) before tax 1 391 (72 312) (35 573) Income tax - - -

Profit/(loss) for the period 1 391 (72 312) (35 573) Profit/(loss) attributable to Equity holders of parent 1 391 (72 312) (35 530) Non-controlling interest - - (43) Earnings per share attributable to ordinary shareholders (Amounts in NOK) Basic and diluted earnings per share 0,01 (0,63) (0,37)

Source: Audited Financial Statements

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

6.5. Consolidated statements of financial position

The table below sets out information from the Group's audited statements of financial position as of 31 December 2019, 2018 and 2017.

31.12.2019 31.12.2018 31.12.2017 (Amounts in NOK thousands) Extracted from audited financial statements ASSETS Non-current assets Evaluation and exploration assets 26 140 25 607 21 619 Property, plant and equipment 469 245 197 Right-of-use assets 123 - - Financial assets 90 778 - - Investment in associate - 21 296 29 254 Total non-current assets 117 510 47 148 51 070 Current assets Trade and other receivables 4 286 2 514 4 516 Cash and cash equivalents 30 619 49 902 21 547 Total current assets 34 905 52 416 26 063 Total assets 152 415 99 564 77 133 SHAREHOLDERS' EQUITY AND LIABILITIES Shareholders' equity Share capital 101 275 78 505 56 895 Share premium 436 074 401 597 331 223 Other paid-in capital 15 578 14 502 14 354 Retained losses (406 779) (408 170) (335 858) Other comprehensive income (2 316) 3 095 3 544 Equity attributable to ordinary shareholders 143 832 89 529 70 158 Non-controlling interest - - - Total equity 143 832 89 529 70 158 Non-current liabilities Other liabilities 586 834 603 Lease liabilities - - - Total non-current liabilities 586 834 603 Current liabilities Trade payables 3 142 2 787 3 200 Other current liabilities 4 855 6 414 3 172 Total current liabilities 7 997 9 201 6 372 Total liabilities 8 583 10 035 6 975 Total shareholders' equity and liabilities 152 415 99 564 77 133

Source: Audited Financial Statements

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

6.6. Consolidated cash flow statements

The table below sets out information from the Group's audited statements of cash flow for the years ended 31 December 2019, 2018 and 2017.

2019 2018 2017 01.01-31.12 01.01-31.12 01.01-31.12 (Amounts in NOK thousands) Extracted from audited financial statements Net cash used in operating activites (75 564) (57 048) (39 029) Acquisition of licences (533) (4 109) (345) Investment in other exploration and evalutation assets - (2 272) (85) Investment in associate - - (11 544) Purchases of property, plant and equipment (285) (200) - Net cash used in investing activities (818) (6 581) (11 974) Share issuance 62 519 99 600 6 948 Transaction costs, share issue (5 272) (7 616) (425) Payment of lease liabilities (148) - - Repurchase non-controlling interest - - (85) Net cash from financing activities 57 099 91 984 6 438 Net change in cash and cash equivalents (19 283) 28 355 (44 565) Cash and cash equivalents at beginning of period 49 902 21 547 66 112 Cash and cash equivalents at end of period 30 619 49 902 21 547

Source: Audited Financial Statements

6.7. Consolidated statements of changes in equity

The table below sets out information from the Group's audited statements of changes in equity for the years ended 31 December 2019, 2018 and 2017.

Attributed to equity holders of the parent Other Non - Share Share Other-paid-comprehensive Accumulate controlling Total (Amounts in NOK thousands) capital premium in capital income d losses Total interest equity Equity 1 January 2017 55 550 326 045 14 354 1 220 (300 026) 97 143 (173) 96 970 Total comprehensive income - - - 2 324 (35 530) (33 206) (43) (33 249) Non-controlling investment - - - - (302) (302) 216 (86) Share-based payment ------Share issue 1 345 5 603 - - - 6 948 - 6 948 Transaction costs - (425) - - - (425) - (425) Equity 31 December 2017 56 895 331 223 14 354 3 544 (335 858) 70 158 - 70 158 Equity 1 January 2018 56 895 331 223 14 354 3 544 (335 858) 70 158 - 70 158 Total comprehensive income - - - (449) (72 312) (72 761) - (72 761) Non-controlling investment ------Share based payment - - 148 - - 148 - 148 Share issue 21 610 77 990 - - - 99 600 - 99 600 Transaction costs - (7 616) - - - (7 616) - (7 616) Equity 31 December 2018 78 505 401 597 14 502 3 095 (408 170) 89 529 - 89 529 Equity 1 January 2019 78 505 401 597 14 502 3 095 (408 170) 89 529 - 89 529 Total comprehensive income - - - (5 411) 1 391 (4 020) - (4 020) Non-controlling investment ------Share based payment - - 1 076 - - 1 076 - 1 076 Share issue 22 770 39 749 - - - 62 519 - 62 519 Transaction costs - (5 272) - - - (5 272) - (5 272) Equity 31 December 2019 101 275 436 074 15 578 (2 316) (406 779) 143 832 - 143 832

Source: Audited Financial Statements 61

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6.8. Segment information

The Group shows segments of the basis of products or products under development. As per the date of the Universal Registration Document, the Group reports on one segment:

 Titanium feedstock which can be produced by Nordic Rutile from the mineral deposit at Engebø. The zoning plan and the discharge permit for the project are approved and final, without possibility for appeals, and the DFS was completed in January 2020.

The reconciling column “Adjustments and eliminations” includes the Group's administration costs and other unallocated corporate business development costs as well as elimination entries related to preparing consolidated financial statements.

The Group uses the segments' profit/loss before tax from continuing operations as the basis for the segment results including some allocations of corporate expenses. All the numbers in the table below are unaudited in NOK thousands for the years 2017 - 2019.

Revenues Segment Results Year 2019 2018 2017 2019 2018 2017 Titanium & Garnet - - - (62 513) (53 478) (32 954) Other - - - (941) (5 270) (574) Adjustments and eliminations - - - 64 845 (13 564) (2 045) Consolidated - - - 1 391 (72 312) (35 573)

For information about the markets in which the Group operates, please see section 5.

6.9. Management discussion and analysis of financial condition and results of operations

Unless specifically noted, all figures below relate to the Group's consolidated accounts.

Financial year 2019

Unless other information is given, numbers in brackets for comparison relate to the corresponding period in 2018.

The Group is in the definitive feasibility phase of the Engebø project and has, so far, no sales revenues from its operation. The high activity level on the DFS and related development activities were the main drivers for the operating loss in 2019 of NOK -72.8 million (NOK -64.2 million).

In February 2019, Keliber Oy completed a share issue directed towards existing shareholders with total gross proceeds of EUR 10 million at a subscription price of EUR 49 per share which implies a post-money value of Keliber of EUR 63 million. Following the share issue, Nordic Mining was diluted from 22% to 18.5% ownership and the Group reclassified the investment in Keliber from an Associate to a Financial Asset Measured at Fair Value Through Profit and Loss under IFRS 9 (“FVTPL Method”). Fair value was estimated based on the subscription price which resulted in a recognized gain of NOK 97.9 million in the first quarter of 2019. The share issue price of EUR 49 was considered an appropriate reference of Keliber’s value and the EUR share value applied as basis for the valuation of the investment as of 30 June and 30 September 2019 was not changed. Following 30 September 2019, Keliber made several positive announcements including increased mineral resources, improved recoveries and increase in reserve estimates. However, it also announced that its lithium project will be delayed by at least one year compared to previous estimates. In addition, and despite a positive long-term outlook, conditions for the global lithium market has softened due to weak spot prices. This adversely impacted Keliber’s progress on securing offtake directly as well as driven down the general market sentiment/valuation. Due to the complexity in estimating the impact of the news flow in the updated fair value calculation of the investment, the Company engaged a reputable independent valuation expert with significant experience within the mining industry. The valuation

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

was based on estimates and assumptions regarding future commodity prices as well as transactions in comparable assets and valuation of similar listed entities.

The Company considers the long-term outlook for lithium to be positive despite the pressure on spot-prices. The Company assessed the external valuation, which provided a range, and narrowed it down to the mid-range of EUR 38.5 per share which implies a total value of Keliber of EUR 49.7 million (NOK 90.8 million for the Group’s share). Consequently, the Company made a write-down of NOK 25.1 million in the fourth quarter of 2019. Net gain for the year relating to the investment in Keliber amounted to 75.5 million. The investment is under the tax exemption and no tax is therefore calculated.

In 2018, Nordic Mining’s share of result from Keliber as an associated company under the previous accounting methode was NOK -8.0 million reflecting the pro-rata share of Keliber’s costs related to the DFS, the environmental permitting process and general corporate expenses.

The total net gain for the Group in 2019 gain was NOK 1.4 million (loss of NOK 72.3 million).

Cash flow from the Group’s operating activities in 2019 was NOK -75.6 million (NOK -57.0 million). Net cash used in investment activities in 2019 was NOK -0.8 million (NOK -6.6 million). The Group’s investments in 2019 relate to license costs for the Engebø deposit. The Group’s investments in 2018 also comprised capitalized drilling expense relating to the Engebø deposit. Net cash flow from financing activities in 2019 was NOK 57.1 million (NOK 92.0 million) arising from share issues.

The Group’s cash balance at 31 December 2019 amounted to NOK 30.6 million (NOK 49.9 million).

Nordic Mining’s total assets as of 31 December 2019 were NOK 152.4 million (NOK 99.6 million), and the Group’s total equity amounted to NOK 143.8 million (NOK 89.5 million). The Group has no interest-bearing debt. This gives an equity ratio of approximately 95% (90%).

Financial year 2018

For comparison, numbers in brackets relate to the comparable period in 2017.

The Group is developing mineral projects and had no sales revenue in 2018. The Group’s operating loss in 2018 was NOK -64.2 million (NOK -36.2 million) resulting from planned project development activities, mainly related to the Engebø definitive feasibility study and general corporate expenses. During 2018, the Group capitalized costs related to a drilling program at the Engebø deposit at a total amount of NOK 2.3 million (NOK 0.1 million).

In 2018, Keliber impacted the consolidated financial statements by a loss of NOK 8.0 million (profit of NOK 0.5 million). In 2017, in addition to the pro-rata share of Keliber’s result at an amount of NOK -11.7 million, the accumulated result also included reversal of previous impairment at an amount of NOK 5.1 million, and a profit of NOK 7.1 million following from a deemed disposal relating to Nordic Mining’s reduced shareholding in Keliber.

As per 31 December 2018, Nordic Mining’s shareholding in Keliber was approximately 22% and the Group’s investment in Keliber was classified as shares in an associated company with a carrying amount of NOK 21.3 million (NOK 29.3 million). Following a capital raise by Keliber in February 2019, the Company’s shareholding was reduced to 18.5% which resulted in a reclassification in the financial statements in Q1 2019. The implied value in the capital raise exceeded the book value recognized by the Group by approximately NOK 100 million which will be recognized as a gain in the financial statements for Q1 2019. The gain is not subject to tax.

The exclusive rights for investigation and development of the Kvinnherad quartz deposit expired in April 2019. In 2018, the Group therefore recognized an impairment of related exploration and evaluation assets of NOK 2.4 million and made a provision of NOK 1.3 million for a potential VAT reclaim.

Total net loss for the Group in 2018 was NOK -72.3 million (NOK -35.6 million).

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Cash flow from the Group’s operating activities in 2018 was NOK -57.0 million (NOK -39.0 million). Net cash used in investment activities was NOK -6.6 million (NOK -12.0 million). The investments in 2018 mainly relate to capitalized expenses at Engebø. Investments in 2017 mainly related to participation in an equity issue in Keliber at an amount of NOK 11.5 million.

Net cash flow from financing activities in 2018 was NOK 92.0 million (NOK 6.4 million) resulting from equity issues. Reference is made to Note 15 and 23 in the 2018 consolidated financial statements for further information regarding equity issues.

The Group’s total assets as of 31 December 2018 amounted to NOK 99.6 million (NOK 77.1 million), and total equity amounted to NOK 89.5 million (NOK 70.2 million). This gives an equity ratio of 90% (91%).

As per 31 December 2018, the Group’s cash and cash equivalents amounted to NOK 49.9 million (NOK 21.5 million).

Financial year 2017

For comparison, numbers in brackets relate to the comparable period in 2016.

The Group is developing mineral projects and had no sales revenue in 2017. The Group’s operating loss in 2017 was NOK -36.2 million (NOK -23.0 million) which reflects increased project development activities, mainly related to the Engebø feasibility studies. In 2017, the Group capitalized costs, mainly related to planning of a drilling program at the Engebø deposit, at a total amount of NOK 0.4 million (NOK 12.7 million).

In 2017, the Group’s investment in Keliber was classified as an associated company. Nordic Mining’s shareholding in Keliber was approximately 22 per cent as per 31 December 2017. Keliber was in the definitive feasibility phase for its lithium project and had no sales revenue in 2017. The Group’s accumulated result related to Keliber in 2017 was NOK 0.5 million (NOK -4.2 million). In addition to the pro-rata share of Keliber’s result at an amount of NOK -11.7 million, the accumulated result also includes reversal of previous impairment at an amount of NOK 5.1 million, and a profit of NOK 7.1 million following from a deemed disposal related to Nordic Mining’s reduced shareholding in Keliber. The reversal of impairment and the profit resulting from the deemed disposal followed from the positive development work in Keliber, e.g. the completed PFS in 2016 indicating an economic viable lithium project, and the value appraisal following from an equity issue to new investors in Keliber in 2017. The carrying amount for the investment in Keliber as per 31 December 2017 was NOK 29.3 million (NOK 15.0 million).

Total net loss for the Group in 2017 was NOK -35.6 million (NOK -27.1 million).

Cash flow from the Group’s operating activities was negative in 2017 with NOK -39.0 million (NOK 16.8 million). Net cash used in investment activities was NOK -12.0 million (NOK 26.7 million). The investments mainly related to participation in an equity issue in Keliber at an amount of NOK 11.5 million and capitalized drilling-related expenses at Engebø at an amount of NOK 0.4 million. Net cash flow from financing activities I 2017 was NOK 6.4 million (NOK 79.8 million).

The Group’s total assets as of 31 December 2017 were NOK 77.1 million (NOK 104.0 million), and the Group’s total equity amounted to NOK 70.2 million (NOK 97.0 million). This gives an equity ratio of 91 per cent (93 per cent).

As per 31 December 2017, the Group’s cash and cash equivalents amounted to NOK 21.5 million (NOK 66.1 million).

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

6.10. Dividend policy

Nordic Mining intends to follow a dividend policy favourable to the shareholders. The amount of any dividends to be distributed will depend on the Group's investment requirements and rate of growth as well as the general development and financing of the Group.

Nordic Mining has not paid any dividend since its incorporation.

6.11. Legal and arbitration proceedings

Nordic Rutile has initiated an expropriation process towards certain landowners in order to effectuate the zoning plan requirements regarding the planned open pit area for the Engebø Rutile and Garnet Project, ref section 4.6.1.3. During the preceding twelve months, the Group has not been involved in any other governmental, legal or arbitration proceedings which may have, or have had in the recent past significant effects on the Company's or the Group's financial position or profitability, and the Company is not aware of any such proceedings which are pending or threatened.

6.12. Funding and treasury policies and objective

The Board together with the Executive Management shall ensure that the Company has adequate, though not excessive cash resources, and when applicable, borrowing arrangements and overdraft or standby facilities, to enable it, at all times, to have the level of funds available which is required to achieve its business/service objectives.

The Company has established accounting and internal control systems to ensure that the cash resources, or when applicable, loan facility funds, are appropriate according to plans and allowed use set by the Board, in accordance with laws, regulations and auditing standard and practices generally accepted in Norway.

6.13. Trends

General trends related to the markets for the Group's development projects are commented in section 5. At the current stage, the uncertainties in the global and national economies imposed by the Coronavirus pandemic are difficult to overlook and estimate.

Other than this, the Group is not aware of trends, uncertainties, demands, commitments or events that could possibly have a material effect on the Group's prospects.

6.14. Important events in the year 2019 and 2020 year-to-date

Nordic Rutile (100 %) - Engebø project

 In January 2019, Nordic Mining signed a Heads of Agreement with a reputable Japanese trading house relating to long term offtake for rutile and participation with a substantial portion of the construction financing for the Engebø project. The offtake on rutile is complementary to the Heads of Agreement entered into in 2017 with the Barton Group relating to offtake and commercial cooperation for garnet.

 In February 2019, Nordic Mining filed an application for operating licence for the Engebø project with the Norwegian Directorate of Mining. The public consultation process was completed in the autumn of 2019. Approval is expected in the first half of 2020. The operating license will regulate operational scope, methodology and procedures to secure safe and efficient production of the mineral resources.

 In May 2019, Nordic Mining completed a private placement with gross proceeds of approximately NOK 27.5 million primarily to finance the completion of the Definitive Feasibility Study of the Engebø project and general corporate purposes. In the private

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

placement, Nordic Mining issued 12,950,000 shares at a subscription price of NOK 2.125 per share.

 In August 2019, the Naustdal municipality approved the detailed regulation plan which includes buildings and infrastructure at the processing plant and service areas, as well as for the mining area, access and haul roads etc.

 In October 2019, Nordic Mining completed a rights issue with gross proceeds of approximately NOK 35.0 million primarily to finance the completion of the Definitive Feasibility Study of the Engebø project and general corporate purposes. In the rights issue, Nordic Mining issued 25,000,000 shares at a subscription price of NOK 1.40 per share.

 In January 2020, the Company published the results of the definitive feasibility study for the Engebø project. The updated study reinforces Engebø as a world class rutile and garnet project and outlines the plans for execution of the project. The main results presented in the updated DFS are:

o Pre-tax NPV@8% of USD 450 million o Pre-tax IRR 21.9% o Post-tax NPV@8% of USD 344 million o Post-tax IRR 19.8% o Average annual free cashflow first 15 years of USD 70m o Net Project operating cashflow (undiscounted) of USD 2,160m o Initial capex of USD 311m and deferred capex of USD 25m (underground) o Pay-back period < 5 years  In January 2020, Nordic Mining completed a private placement with gross proceeds of approximately NOK 57.4 million which will be used primarily to finance progression of the Engebø project towards construction financing. In the private placement, Nordic Mining issued 28,700,000 shares at a subscription price of NOK 2.00 per share.

 In February 2020, Nordic Mining was informed that Barton is not in a position to enter into an offtake agreement for garnet from the Engebø project under the terms set out in the Heads of Agreement entered into in 2017. Based on the information from Barton, the parties agree that it would not be prudent to pursue the Heads of Agreement further. The termination of the cooperation with Barton represents a set-back in the commercial discussion related to offtake of garnet. Nordic Mining will continue and strengthen its marketing efforts to secure garnet offtake based on a generally positive market outlook. The Engebø DFS documents low production costs and represents a long-term source of supply with logistical advantages to major markets.

 In March 2020, Nordic Mining disclosed to the market that they will adjust the progress plan for the further development activities and review the project with the purpose to improve robustness and sustainability in altered market conditions due to the Coronavirus pandemic. The adjustments imply that the FEED and project financing activities will be delayed and not be implemented as initially planned. Because of the adjustments and the contemplated project review, the time schedule for project construction will be affected.

Nordic Quartz (100%)

 The Group’s agreements with the landowners in the Kvinnherad area expired in April 2019. Keliber (16.3 per cent) - Lithium project

 Keliber’s DFS was completed in June 2018 based on production of lithium carbonate. An updated DFS was completed in February 2019 based on production of lithium hydroxide. The updated study confirms a profitable business case and outlines the plans for execution of the project. The main results presented in the updated DFS are:

 Strong project financials:

o Pre-tax NPV (8% discount rate) of EUR 510 million 66

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

o Post-tax NPV (8% discount rate) of EUR 384 million o Pre-tax internal rate of return (IRR) of 28% o Post-tax internal rate of return (IRR) 24% o Pre-tax pay-back period: 3.7 years o Post-tax pay-back period: 4.1 years o Total capital cost of EUR 313 million for mines and production facilities.

 Following the publication of the DFS, Keliber has announced increased mineral resources, improved recoveries and increase in reserve estimates.

 In November 2019, Keliber provided a project update, including the identification of certain factors that need to be further assessed and planned, which impacts the project timeline. Keliber’s revised estimate was for construction to start in 2021 for a construction period of over two years.

 In March 2020, Keliber successfully raised EUR 5.8 million through a directed share issue to the current shareholders and employees. Nordic Mining did not participate in the share issue and was subsequently diluted from 18.5% to 16.3% ownership.

6.15. Significant changes in the Group's financial or trading position since 31 December 2019

With the exception of the Private Placement, there has been no significant change in the Group's financial or trading positions since 31 December 2019 other than as described above.

As of the date of the Universal Registration Document, there are uncertainties in the global and national economics imposed by the Coronavirus pandemic. This is affecting the supply and demand for mineral and metal products, as well as the construction financing opportunities and other resources required to progress the project towards production. This could materially affect, directly or indirectly, the Group's operations.

The Group is not aware of any other governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the Group's operations.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

7. CAPITAL RESOURCES

7.1. Cash flows

Extracted information from the Group's consolidated audited cash flows statements for the years ended 31 December 2019, 2018 and 2017:

2019 2018 2017 01.01-31.12 01.01-31.12 01.01-31.12 (Amounts in NOK thousands) Extracted from audited financial statements Net cash used in operating activites (75 564) (57 048) (39 029) Net cash used in investing activities (818) (6 581) (11 974) Net cash from financing activities 57 099 91 984 6 438 Net change in cash and cash equivalents (19 283) 28 355 (44 565) Cash and cash equivalents at beginning of period 49 902 21 547 66 112 Cash and cash equivalents at end of period 30 619 49 902 21 547

Source: Audited Financial Statements

Consolidated net cash used in operating activities in 2017 - 2019 reflect the activities related to exploration and development of the Group's projects.

2020 - YTD

In the first three months of 2020, the cash flow from the Group’s operating activities was about NOK -14.8 million. Net cash used in investment activities was NOK 0.1 million which mainly relate to property fees in connection with the Engebø rutile and garnet project. During the period, Nordic Mining completed the Private Placement with total net proceeds of NOK 54.8 million. As per 31 March 2020, the Group’s cash and cash equivalents amounted to NOK 68.4 million.

2019

In 2019, cash flow from the Group’s operating activities was NOK -75.6 million which reflect the high activity level relating to the DFS for the Engebø project. Net cash used in investment activities was NOK -0.8 million which relate to licence costs for the Engebø deposit. Net cash flow from financing activities was NOK 57.1 million arising from share issues. As per 31 December 2019, the Group’s cash and cash equivalents amounted to NOK 30.6 million.

2018

In 2018, cash flow from the Group’s operating activities was NOK -57.0 million which reflects the high activity level relating to the DFS for the Engebø project. Net cash used in investment activities was NOK -6.6 million which mainly relate to capitalized core drilling expenses and property fees in connection with the Engebø project. During the period, Nordic Mining completed equity issues with total net proceeds of NOK 92.0 million. As per 31 December 2018, the Group’s cash and cash equivalents amounted to NOK 49.9 million.

2017

In 2017, cash flow from the Group’s operating activities was NOK -39.0 million which included the cost for completing the PFS for the Engebø project. Net cash used in investment activities was NOK -11.9 million which mainly relate to participation in equity issues in Keliber. In 2017, Nordic Mining completed equity issues with total net proceeds of NOK 6.4 million. As per 31 December 2017, the Group’s cash and cash equivalents amounted to NOK 21.5 million.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

7.2. Working capital statement

It is the opinion of the Company that the working capital for the Group is sufficient for the Group's present requirements.

7.3. Need for working capital beyond the next twelve months

Due to the significant and ongoing uncertainties in the global and national economies imposed by the Coronavirus pandemic, the Company is evaluating and assessing both project development plans and potential for project financing. Project development activities will continue to progress, though cautiously and strategically amid the prevailing circumstances with a focus on conservation of present funding, which may result in a longer timeframe than previously anticipated before project financing and execution can be achieved. The project review also includes a re-assessment of garnet market opportunities following from the termination of the cooperation with Barton.

The Group will plan these activities with the aim to sufficiently finance the Group’s activities until the execution of the construction financing for the Engebø rutile and garnet project. The Company forecasts that the capital investments relating to the Engebø project will amount to USD 311 million, or approximately NOK 3.3 billion, which is anticipated funded through a combination of debt and equity.

7.4. Key ratios

The table below sets forth some key ratios for the Group as of 31 December 2019, 2018 and 2017 respectively.

Key ratios 2019 2018 2017 Working capital ratio* 436 % 570 % 409 % Debt to equity ratio* 6,0 % 11,2 % 9,9 %

Solidity* 94,4 % 89,9 % 91,0 %

*Working capital ratio is defined as current assets/current liabilities, debt/equity ratio is total debt/total equity and solidity is defined as total equity/total assets

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

7.5. Capitalisation and indebtedness

The information presented below should be read in conjunction with the information included elsewhere in the Universal Registration Document, including section 6 "Selected Financial Information".

(Amounts in NOK 1,000) 31.12.2019 Adjustments As adjusted Note Total current debt Guaranteed (description of types of guarantees) Secured (description of assets secured) - - Unguaranteed/unsecured 7 636 7 636 Total current debt 7 636 7 636

Total non-current debt Guaranteed (description of the types of guarantees unsecured ( pension liability) 586 586 (1) Lease liabilities 114 114 (1) Total non-current debt 700 700

Equity a Share Capital 101 275 17 220 118 495 (2) b Legal reserves 451 652 37 441 489 093 (2) c Other reserves (409 095) (409 095) Total equity 143 832 198 493

Total 152 168 206 829

A. Cash 30 619 54 661 85 280 (2) B. Cash equivalents (detail) C. Trading securities D. Liquidity (A+B+C) 30 619 85 280

E. Current financial receivables 651 651 (3)

F. Current bank debt - - G. Current portion of non-current debt - - H. Other current financial debt 6 499 6 499 (4) I. Current financial debt (F+G+H) 6 499 6 499 J. Net current financial indebtedness (I-E-D) (24 771) (79 431)

K. Non-current bank loans - - L. Bond issues - - M. Other non-current loans - -

N. Non-current financial debt (K+L+M) - - O. Net financial indebtedness (J+N) (24 771) (79 431)

(1) Long-term debt consists of pension liabilities of NOK 586 thousand and lease liability of NOK 114 thousand. The Group has no interest-bearing debt (long-term financing).

(2) The estimated net proceeds from the Private Placement (NOK 54.7 million). Proceeds in cash for the Private Placement was settled on 31 January 2020.

(3) Pre-payments and other non-financial receivables of 3 388 thousand is excluded compared to the carrying amount of trade and other receivables of NOK 4 039 thousand in the balance sheet

(4) Non-financial debt of NOK 1 137 thousand is excluded compared to the carrying amount of total current liabilities of NOK 7 636 thousand in the balance sheet.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

The capitalization and indebtedness as per 31 December 2019 and the adjusted information provide a fair and valid documentation of the Group's financial condition as per this date and the date of the Universal Registration Document. Save for the potential adjustments in the table above, there are no material changes to the capitalisation and indebtedness since 31 December 2019.

The Group has a contingent liability to ConocoPhillips Investments Norge AS of NOK 40 million related to the acquisition of the mineral deposit in Engebø which materialises if and when commercial production from the deposit commences. The Group does not have any indirect indebtedness.

As of end of March 2020, the Group had approximately NOK 68.4 million in cash and cash equivalents. The change from 31 December 2019 relates to ordinary business activity in the period and a private placement with gross proceeds of 57.4 million executed in January 2020. The Group's cash and cash equivalents are held in bank accounts registered in the names of Nordic Mining and the subsidiaries. There are no restrictions on the Group's access or possibility to use its cash and cash equivalents other than tax in withholding accounts.

As of the date of the Universal Registration Document the Group had no interest-bearing debt. The Group has recognized NOK 0.1 million as financial lease liabilities.

The Group's current liabilities as per 31 December 2019 amounted to NOK 7.6 million and consists of trade payables, payroll tax liability etc. The Group's current receivables as per 31 December 2019 amounted to NOK 4.0 million and consists of pre-payments and other receivables. The Group has not entered into any contracts or agreements related to hedging of financial risks.

7.6. Investments

Historical investments

The table below sets forth the Group's principle investments (cash considerations) for the years 2017 - 2019.

(NOK million) YTD 2020 2019 2018 2017 Investing activities: Nordic Rutile AS, Engebø rutile & garnet project 0.1 0.8 6.6 0.4 Keliber Oy 0.0 0.0 0.0 11.5

2020-YTD

The Group's investments from 1 January 2020 up until the date of the Universal Registration Document amounts to NOK 0.1 million.

2019

The Group's investments in 2019 amounts to NOK 0.8 million and mainly relate to capitalized license cost (NOK 0.5 million) related to the Engebø rutile and garnet deposit.

2018

The Group's investments in 2018 amounts to NOK 6.6 million and mainly relate to capitalized license cost (NOK 4.1 million) and capitalized drilling-related expenses (NOK 2.3 million) both related to the Engebø rutile and garnet deposit.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

2017

The capitalized investments in 2017, in total approximately NOK 12.0 million mainly relate to purchase of shares in Keliber in connection with an equity issue (NOK 11.5 million) and capitalized drilling-related expenses related to the Engebø rutile and garnet deposit (NOK 0.4 million).

Committed investments

As per the date of the Universal Registration Document the Group has no committed investments.

Possible non-committed investments related to development projects

The mineral projects that the Group is working on may result in substantial investments. Such investments will be considered, decided and financed on a case by case basis. On a general note, the Group's possible non-committed investments will depend on positive clarification of outstanding matters for each of the projects in question. This includes i.a. permitting issues, further geological and technical issues, market and commercial issues, financing issues and investment decisions for each of the subject projects on separate basis. Going forward, Nordic Mining will deal with the various issues for each project in a structured manner and with the purpose to reduce risks as the project development work proceeds. On a general note, it cannot be excluded that the outcome of such considerations might result in changes to project plans and scope, or in cancellation of projects.

The investment costs currently estimated for the various non-committed projects which are outlined below assume that the pre-investment phase proceeds until the point of investment decision for each of the projects. Possible change of project plans and scope, or cancellation of project plans as a result of unfavourable clarifications in the development process could possibly change the Group's estimated non-committed investment cost for the various projects.

The current investment estimate for the Engebø project is approximately USD 311 million (similar to approximately NOK 3.3 billion) including contingency and based on an exchange rate of NOK 10.6 per USD. The estimate was developed in the DFS which was completed in January 2020. The basis for the estimate is fixed and firm quotations from the market with technical and commercial adjudication.

Following the DFS, Nordic Mining will continue investigate alternatives, terms and conditions for the construction financing of the Engebø project. The construction finance package will be a combination of debt and equity. In addition, possible credits from equipment suppliers, leasing and other instruments will be considered. The Group has entered into a Heads of Agreement with a Japanese trading house for offtake on rutile who intends to participate with a substantial part of the construction financing.

Industrial development of Keliber’s mineral deposits in Finland will demand additional financing. Keliber is evaluating different alternatives for financing of the project, including for further development work and the construction financing. Nordic Mining did not participate in the latest equity issue made by Keliber (EUR 5.8 million in March 2020) and will assess its participation in possible future equity issues to be made by Keliber.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

8. PROPERTY, PLANT AND EQUIPMENT

As the date of the Universal Registration Document, the Company has only minor tangible fixed assets (book value per 31 December 2019 of approximately NOK 0.5 million).

The Company leases administrative office space located in the city centre of Oslo, Norway. The facilities serve as the general corporate and operational headquarter. The Group leases a combined office and storage building in Naustdal municipality. The building is used i.a. in connection with drilling programs at Engebø, for storage and logging of drill cores, and for preparation of samples for analysis.

As of today, the Group's main intangible assets relates to the Extraction Permits at Engebø, as described in section 4.6.1, which are encumbered with a pledge in favour of ConocoPhillips Investments Norge AS security for the NOK 40 million contingent liability. Production from Engebø is scheduled to commence in 2023. The Group's Extraction Permits and rights in connection with option agreements to acquire certain properties and capitalised expenses related to drilling have a total book value of approximately NOK 26.1 million as per 31 December 2019.

Keliber's production in Finland is scheduled to commence in 2023 (preliminary schedule). As per the date of the Universal Registration Document, Nordic Mining holds approximately 16.3 per cent of the shares in Keliber. We refer to section 4.1 for further information.

The Group has no committed investments in tangible fixed assets for any of its projects.

A summary of preliminary indicated and uncommitted investment estimates for the Group's mineral projects at Engebø is provided in the table below. The currency rate used for the estimations is USD/NOK 10.60.

Project Preliminary investment estimates (not committed) Engebø rutile and garnet project NOK 3,297 million (USD 311 million)

Total NOK 3,297 million

The Company is not aware of any environmental issues that may affect the Group's utilisation of its assets, other than the general environmental issues pertaining to companies operating within the mining industry as further described below and in section 2.1.

Environmental issues related to the Company's tangible fixed assets

As per the date of the Universal Registration Document, the Company has no tangible fixed assets related to production or other operating activities. The comments below are therefore of a principal character.

Generally, mining projects must have various permits, licenses and approvals in place before production can be started. During the lifetime of a mining project, regulations can be changed in accordance with relevant laws and regulations. The scope for this also includes environmental issues, i.a. waste disposal, blasting, noise, dust etc.

In 2015, the Ministry of Local Government and Modernisation approved the industrial area plan for the Engebø rutile and garnet project. On the same date, a discharge permit for the project was granted by the Ministry of Climate and Environment.

The industrial area plan includes the areas for mining operation, processing plant, harbour facilities, relocation of the county road, and a disposal site for waste rock in Naustdal municipality. In addition, the industrial area plan includes an area in the Førdefjord in Naustdal and Askvoll municipalities for deposition of tailings during the life of mine. 73

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

The discharge permit for the Engebø operation is in accordance with the Norwegian Pollution Control Act. The permit has various conditions with a purpose to minimise environmental effects from blasting, noise and dust, use and emission of processing chemicals, as well as conditions regarding possible back-filling and alternative use of tailings. The discharge permit also includes conditions related to distribution of particles from the sea disposal and monitoring of the disposal area and the biodiversity.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

9. BOARD OF DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE

9.1. The Board of Directors

The names and positions of the Board Members are set out in the table below:

Name Born Position Served since Term Expires Shares Kjell Roland 1953 Chair 2012 2020 90,475 Kjell Sletsjøe 1958 Deputy Chair 2018 2020 21,676 Eva Kaijser4 1972 Board member 2017 2021 110,472 Benedicte Nordang 1966 Board member 2019 2021 0 Antony Beckmand 1972 Board member 2019 2021 0

There is no lockup or restrictions agreed for the Board members' shareholdings in the Company.

The Company’s registered office address at Munkedamsveien 45, N-0250 Oslo, Norway serves as c/o addresses for the Board Members in relation to their directorships of the Company.

Brief biographies of the Board Members

Kjell Roland, Chair

Kjell Roland holds a Master of Science degree from the department of Economics at the University of Oslo, a lower degree in Philosophy from University of Tromsø and has been a visiting scholar at the Department of Economics and Department Operations Research at Stanford University. Roland was CEO in Norfund (the Norwegian government's investment fund for developing countries) from 2006 to 2018. Roland co-founded ECON in 1986 and was partner and CEO in ECON Management AS and ECON Analysis for more than two decades. As consultant, he has worked on macro-economics, energy and environmental issues for private companies, governments and international organizations such as the World Bank and the Asian Development Bank. Roland is a Norwegian citizen and resides in Oslo, Norway.

Current directorships and senior management positions ... SIVA (Selskapet for industrivekst), AS Niels Juels Gate 7, Plan Norge Previous directorships and senior management positions CEO Norfund, SN Power Africa AS, EDFI (European last five years ...... Development Finance Institutions), EFP (European Financing Partners), ICCF (Interact Climate Change Facility), Arise Invest ltd, Agua Imara AS, Aureos (ACL Ltd.), KJR AS, Noce Risk DA, Statkraft Norfund Power Invest AS, Umoe Solar AS, Norwegian- African Business Association (NABA), NMI AS, Nordic Rutile AS, Norfininvest AS

Kjell Sletsjøe, Deputy Chair

Kjell Sletsjøe holds a Master of Science in Civil Engineering from the Norwegian University of Science and Technology in Trondheim, Norway and an MBA degree from Columbia University in New York. Sletsjøe has comprehensive international management experience from mining, coatings and construction industries as well as from consulting. He has been CEO in Rana Gruber AS (iron ore), Lundhs AS (natural stone) and held various top management positions in Jotun Group (coatings) in Norway, UK and Malaysia. Sletsjøe has also worked as a business consultant in McKinsey & Co and Hartmark Consulting and served on several boards in Europe and Asia. He now runs a consulting business and serves as board member of several companies. Sletsjøe is a Norwegian citizen and resides in Sandefjord, Norway

4 Owned through the company Fågelsangen AB

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Current directorships and senior management positions ... Carlsen Fritzøe AS, Carlsen Fritzøe Handel AS. 1-2-Tre AS, Geminor AS, Fønix Sandefjord AS (Chairman), Kjell Sletsjøe Consulting AS (CEO and Chairman), Torp Sandefjord Lufthavn AS (Alternate)

Previous directorships and senior management positions Beha Elektro AS (CEO), Beha Fabrikker AS (CEO), Rana Gruber last five years ...... AS (CEO), Rana Gruber Mineral AS (CEO and Chairman), Rana Gruber Service AS (CEO and Chairman), Greenland Ruby A/S (DK) (CEO and Chairman), Sønnafjells AS (CEO and Board member), Skaland Graphite AS (Board member), Norsk Bergindusti (Deputy Chairman); AquaFence AS

Eva Kaijser, Board member

Eva Kaijser holds a Bachelor of Science in Business Administration and Economics with advanced studies in Finance, the University of Stockholm. Kaijser has more than 20 years of experience from the mining industry, whereof 11 years in the Boliden group in various positions including top management. After leaving the Boliden group she has been CFO in Northland Resources and CEO in Nordic Mines. Eva Kaijser runs an investment and consulting business, alongside with being a board member in both listed and private companies. Kaijser is a Swedish citizen, and resides in Stockholm, Sweden.

Current directorships and senior management positions ... Fågelsången AB, Turnpike Group Ltd and Stocksund Sport AB Previous directorships and senior management positions RGP Nordics, Runway Safe Sweden AB, AB Geveko (publ), last five years ...... IntJoors Holding AB, Nordic Mines AB (publ)

Benedicte Nordang, Board member

Nordang is a Naval Architect with a Master of Science from the Norwegian Institute of Technology. She has 25 years’ experience from the offshore industry, including various management and executive positions from Equinor ASA and Aker Marine Contractors. Benedicte Nordang has held Board positions in the mining industry for more than 10 years, including for Nussir ASA and Wega Mining ASA. She currently works as Head of Subsea & Pipelines in Project Development at Equinor ASA. Nordang is a Norwegian citizen, and resides in Oslo, Norway.

Current directorships and senior management positions ... Head of Subsea & Pipelines – project Development, Equinor Previous directorships and senior management positions Nussir ASA last five years ......

Antony Beckmand, Board member

Beckmand is a qualified CPA with a Bachelor of Commerce from the University of Western Australia and also holds a Graduate Diploma in Applied Finance and Investment from the Securities Institute of Australia. He has more than 20 years’ experience in financial, commercial and corporate roles within the mining industry. Antony Beckmand is currently CEO of Sydvaranger AS (iron ore) and has previous industry experience across a range of commodities including iron ore, minerals sands, base metals and gold from Exxaro Resources, Perilya Ltd and Robe River Iron Associates. Beckmand is an Australian citizen and resides in Kirkenes, Norway.

Current directorships and senior management positions ... Sydvaranger Group Previous directorships and senior management positions Northern Iron Ltd (CEO), Sydvaranger Gruve AS (Executive last five years ...... Director)

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Independency

The Board is in compliance with the independence requirements of the Norwegian Corporate Governance Code, meaning that (i) the majority of the shareholder-elected members of the Board of Directors is independent of the Company’s executive management and material business contacts, (ii) at least two of the shareholder-elected members of the Board of Directors are independent of the Company’s main shareholders (shareholders holding more than 10% of the Shares in the Company), and (iii) no members of the Company’s executive management are on the Board of Directors.

9.2. Management

The Company’s management team consists of four individuals. The members of Management as of the date of the Universal Registration Document, and their respective positions, are presented in the table below:

Name Born Position Employed since Shares Ivar S. Fossum 1958 CEO 2006 696,755 Lars K. Grøndahl5 1955 Senior advisor/Acting CFO 2006 1,725,000 Mona Schanche 1979 VP Exploration 2008 41,063 Kenneth Nakken Angedal 1983 Project Managers Engebø 2018 45,822

There is no lockup or restrictions agreed for the executive management's shareholdings in the Company.

The Company’s registered office address at Munkedamsveien 45, N-0250 Oslo, Norway serves as c/o addresses for the executive management in relation to their position with the Company.

Brief biographies of the members of the management

Ivar S. Fossum, CEO

Fossum holds a Master of Science in Mechanical Engineering from the University of Science and Technology (NTNU) in Trondheim, Norway. He has previously held various managerial and commercial positions within the petroleum and fertilizer industries in the Norsk Hydro Group and in FMC Technologies, including as General Manager of Norsk Hydro East Africa Ltd. and as Chief Executive Officer of Loke AS. Fossum is a Norwegian citizen and resides in Asker, Norway.

Current directorships and senior management positions ... Nordic Rutile AS (Chairman), Nordic Quartz AS (Chairman), Nordic Ocean Resources AS (Chairman), Scandium Int. Mining Corp., Norway AS Previous directorships and senior management positions Keliber Oy last five years ......

Lars K. Grøndahl, Senior advisor/Acting CFO

Grøndahl holds a Master of Science in Economics and Business Administration from the Norwegian School of Economics (NHH) in Bergen, Norway. He was CFO of Nordic Mining in the period 2006-18 and has previously held various managerial positions within the cement and building materials industries, including in Aker, Scancem and Heidelberg Cement. Grøndahl was Deputy COO of Heidelberg Cement’s operations in Africa and was Head of Department in the Norwegian Ministry of Industry. Grøndahl is a Norwegian citizen and resides in Oslo, Norway.

Current directorships and senior management positions ... Nordic Rutile AS, Keliber Oy, Magil AS (Chair) Previous directorships and senior management positions Grøndahl Management Consulting last five years ......

5 Owned through his company Magil AS

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Mona Schanche, VP Exploration

Schanche holds a Master of Science in Resource Geology from the University of Science and Technology (NTNU) in Trondheim, Norway. She has broad experience from working in the mining industry with various exploration and mine development projects. Schanche has previously worked as Geologist for Titania AS (Kronos Group), a major producer of ilmenite feedstock for titanium pigment production. Schanche is a Norwegian and US citizen and resides in Oslo, Norway.

Current directorships and senior management positions ... N/A Previous directorships and senior management positions Keliber Oy last five years ......

Kenneth Nakken Angedal, Project Manager Engebø

Nakken holds a Bachelor of Automation Technology, Control Engineering from the Western Norway University of Applied Science. He has broad management and project experience from various technical and management positions in the ABB Group including as Vice President, Digital Services in ABB’s Marine Business Unit. Nakken is a Norwegian citizen and resides in Førde, Norway.

Current directorships and senior management positions ... Angedal Gard AS Previous directorships and senior management positions N/A last five years ......

9.3. Remuneration and benefits

Remuneration of the Board of Directors

The table below sets out the remuneration paid to the Board Members in 2019 (in NOK):

Name Position Remuneration paid in 2019 Kjell Roland Chair 210,000 Kjell Sletsjøe Deputy Chair 123,000 Eva Kaijser Board member 210,000 Benedicte Nordang Board member - Antony Beckmand Board member - Tarmo Tuominen Previous Chair 350,000 Mari Thjømøe Previous Board member 210,000

Remuneration of the Management

The Board of Directors has established guidelines for the remuneration to the members of the management. The table below sets out the remuneration of the management in 2019.

Share- Other Pension based (Amounts in NOK thousands) Salary compensation cost payment Total Ivar Sund Fossum (CEO) 2,184 209 350 377 3,120 Lars K. Grøndahl (Sr. Advisor)6 1,649 138 264 144 2,194 Mona Schanche (VP Exploration) 1 306 116 209 144 1,774 Birte Norheim7 (CFO) 1,892 7 88 206 2,193 Kenneth N. Angedal8 (Project Manager-Engebø) 1,359 11 72 144 1,585 Total 8,390 481 983 1,014 10,867

6 Redeployed from CFO from 1 August 2018 7 Commenced employment on 1 August 2018 8 Commenced employment on 1 August 2018

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

9.4. Share option scheme

The Company has granted share options under an option scheme for leading employees and qualified resource persons.

The following members of the Nordic Mining management have been awarded options on the following conditions:

Name (position) No of options Ivar Sund Fossum (CEO) 1,050,000 Lars K. Grøndahl (Senior advisor/Acting CFO) 400,000 Mona Schanche (VP Exploration) 400,000 Kenneth N. Angedal (Project Manager - Engebø) 400,000 Steinar Kleppe (Geologist) 175,000 Total 2,425,000

Each option gives the right to subscribe for one share in Nordic Mining. The subscription price for each share shall be NOK 2.63 (i.e. equal to the 3-day volume weighted average share price of Nordic Mining prior to the award date plus 5 per cent). The options must be exercised within the earlier of the date of the general meeting of Nordic Mining in 2022 and 30 June 2022.

9.5. Benefits upon termination

No members of the Board or the executive management have any service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment. No member of the Board or the executive management has bonus agreements or similar compensation arrangements.

9.6. Pension obligations

The Company has arranged pension schemes for its employees. The pension schemes meet the requirements of the Norwegian law on required occupational pension ("Lov om Obligatorisk Tjenestepensjon") and description in relevant detail is given in the annual report for 2018.

The Group had pension related expenses of approximately NOK 1.0 million in 2019 and fulfils the requirements of the Norwegian law on required occupational pension. Pension related expenses for the Group in 2018 and 2017 were NOK 0.9 million and NOK 0.8 million, respectively.

9.7. Loans and guarantees

The Company has not granted any loans, guarantees or other commitments to any of its Board members or to any member of management, and there are no unusual agreements regarding extraordinary bonuses to any member of the Board.

9.8. Employees

As of the date of the Universal Registration Document, the Group has 6 employees, down from 7 employees in 2018 and 2019 and up from 5 employees in 2016 and 2017.

9.9. Committees

The Company has not established an audit committee or a separate remuneration committee. The nomination committee is responsible for proposing to the general meeting the remuneration of the Board.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Nomination committee

The Company has established a nomination committee. The nomination committee's main task is to propose members to the Board in Nordic Mining. The nomination committee consists of the following persons:

Ole G. Klevan – Chairman: Klevan is a Lawyer/Partner and Head of Industry & Energy at the law firm Schjødt. Klevan is not a shareholder in Nordic Mining nor has he any relation to the Board or management of the Company.

Brita Eilertsen: Eilertsen works as a non-executive director for listed and unlisted companies. She holds a “Siviløkonom” degree from the Norwegian School of Economics and Business Administration (“NHH”) in Bergen, Norway and an Authorised Financial Analyst degree from NHH/NFF. Eilertsen is not a shareholder in Nordic Mining nor has she any relation to the Board or management of the Company.

Torger Lien: Lien is Senior Advisor in Norfund. He has previous experience from CEO positions in SN Power, Nord Pool and Fred Olsen Renewables. Lien also has had various positions in Hydro Energy and Hydro Aluminium and holds a Master of Science in Naval Architecture from the Norwegian University of Science and Technology in Trondheim, Norway. Lien is not a shareholder in Nordic Mining nor has he any relation to the Board or management of the Company.

9.10. Corporate governance

The corporate governance principles of Nordic Mining comprise the framework of guidelines and management principles regulating the division of roles between the owners, Board and executive management of the Company and the Group.

In Nordic Mining’s opinion, a sound corporate governance contributes to increased shareholder value through improved growth and higher profits, as well as lower capital expenditures. Corporate governance in Nordic Mining is based on openness and equal treatment. Investor confidence is maintained and developed through open and accountable investor information. The Board and the management are committed to ensuring transparency within the business, fair treatment of all shareholders and accountability in all forms of communication.

The Company has adopted and implemented a corporate governance regime which complies with the Norwegian Code of Practice for Corporate Governance issued by the Norwegian Corporate Governance Board on 17 October 2018 (Norwegian Corporate Governance). The Code of Practice is a "comply or explain" guideline and the Board will state and explain any deviation by the Company from the recommended guidelines in its annual reports. Nordic Mining's corporate governance principles are available on the Company's website.

9.11. Conflicts of interests etc.

There are currently no potential conflicts of interests between any duties to the Company or its subsidiaries, of the Board or the senior management, and their private interests or other duties. There are no family relations between any of the Company's board members or management.

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any member of the administrative, management, supervisory bodies or executive management has been selected as a member of the administrative, management or supervisory bodies or member of senior management.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

9.12. Fraudulent offence, bankruptcy, incrimination and disqualification

No member of the Board of Directors or the management has during the last five years preceding the date of the Universal Registration Document:

 had any convictions in relation to fraudulent offences;

 have been involved in any bankruptcies, receiverships or liquidations in his or her capacity as a founder, member of the administrative body or supervisory body, director or senior manager of a company; or

 been subject to any official public incrimination and/or sanctions by statutory or regulatory authorities (including designated professional bodies) or been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

10. CONTRACTS

10.1. Contracts entered into in the ordinary course of business

The Group has entered into the following contracts considered to be of material importance for the business of the Company:

 Acquisition of Engebø rutile and garnet deposit from ConocoPhillips Investments Norge AS. For further information please see section 4.1.

 Heads of Agreement with a reputable Japanese trading house relating to long term offtake for rutile and participation with a substantial portion of the construction financing for the Engebø project.

 Agreements with main landowners at Engebø. Pursuant to the agreements, Nordic Rutile has the right to acquire the area for the planned mineral processing plant. Further, the agreements regulate Nordic Mining's planned extraction activities and compensation to the landowners for sale of all minerals from the Engebø deposit.

The Group will from time to time enter into consultancy agreements with research institutions and consultants, and resource persons employed at such institutions and companies, with expertise within mining, geology mineral processing and other related areas.

10.2. Material contracts

The Group has not entered into any material contracts other than contracts in the ordinary course of business.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

11. RELATED PARTY TRANSACTIONS

This section provides information of transactions that the Company is subject to with its related parties during the three years ended 31 December 2019, 2018 and 2017 and up to the date of the Universal Registration Document.

2020 – YTD

There were no related party transactions in this period.

2019

Deputy Chair of the Board, Kjell Sletsjøe, received NOK 52,500 in remuneration for advisory services outside his duties as Director of the Board.

2018

There were no related party transactions in this period.

2017

There were no related party transactions in this period.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

12. CORPORATE INFORMATION AND DESCRIPTION OF SHARE CAPITAL

The following is a summary of certain corporate information and material information relating to the Shares and share capital of the Company and certain other shareholder matters, including summaries of certain provisions of the Company’s Articles of Association and applicable Norwegian law in effect as of the date of the Universal Registration Document. The summary does not purport to be complete and is qualified in its entirety by the Company’s Articles of Association and applicable law.

12.1. Company Corporate information

The Company’s legal and commercial name is Nordic Mining ASA. The Company is a public limited liability company (ASA) organised and existing under the laws of Norway pursuant to the Norwegian Public Limited Liabilities Companies Act. The Company’s registered office and domicile is in the municipality of Oslo, Norway. The company was incorporated on 8 May 2006. The Company's organisation number in the Norwegian Registry of Business Enterprises is NO 989796739.

The Shares of Nordic Mining are admitted to trading on the Oslo Axess with the ticker NOM with a traded share price of NOK 1.64 and a market capitalisation of approximately NOK 324 million as the end of 22 April 2020. The Shares are registered in book-entry form with the VPS under ISIN NO0010317340. The Company's register of shareholders in VPS is administrated by DNB ASA, Dronning Eufemias gate 30, N-0191 Oslo, Norway.

Nordic Mining has its head office at Munkedamsveien 45, N-0250 Oslo, Norway.

12.2. The share capital

The Company's share capital is NOK 118,495,063.20 divided into 197,491,772 Shares, each with a nominal value of NOK 0.60. The Company has one class of Shares that are validly issued and fully paid.

The table below shows the development in the Company’s share capital to the date hereof:

Change in Nominal Sub. price share capital value per share New number Share capital Year Transaction (NOK) (NOK) (NOK) of Shares (NOK) 2006 Demerger from n/a 0.10 n/a 14,359,070 1,435,907.00 Rocksource ASA 2006 Share Issue 1,435,907.00 0.10 1.10 28,718,148 2,871,814.00 2007 Private Placement 1,090,000.00 0.10 2.50 39,618,140 3,961,814.00 2007 Share Issue 1,386,183.50 0.10 2.50 53,479,975 5,347,997.50 2008 Private Placement 3,333,333.30 0.10 1.50 86,813,308 8,681,330.80 2008 Share Issue 510,400.00 0.10 1.53 91,917,308 9,191,730.80 2008 Share Issue 355,278.30 0.10 1.50 95,470,091 9,547,009.10 2010 Private Placement 2,000,000.00 0.10 1.00 115,470,091 11,547,009.10 2010 Share Issue 1,000,000.00 0.10 1.00 125,470,091 12,547,009.10 2011 Private Placement 1,250,000.00 0.10 1.45 137,970,091 13,797,009.10 2011 Share Issue 750,000.00 0.10 1.45 145,470,091 14,547,009.10 2012 Share Issue 4,000,000.00 0.10 0.90 185,470,091 18,547,009.10 2013 Private Placement 896,601.70 0.10 0.70 194,436,108 19,443,610.80 2013 Share Issue 606,869.70 0.10 0.70 200,504,805 20,050,480.50 2013 Rights Issue 8,000,000.00 0.10 0.30 280,504,805 28,050,480.50 2014 Rights Issue 28,000,000.00 0.10 0.60 308,504,805 30,850,480.50 2015 Rights Issue 77,000,000.00 0.10 0.45 385,504,805 38,550,480,50 2016 Rights Issue 13,172,800.30 0.10 0.50 517,232,808 51,723,280.80 2016 Share merger n/a 0.60 n/a 86,205,468 51,723,280.80

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

2016 Private Placement9 5,172,000.00 0.60 3.10 94,825,468 56,895,280.00 2018 Private Placement 50,000,000.00 0.60 3.20 110,450,468 66,270,280.80 2018 Private Placement 1,800,000.00 0.60 3.20 113,450,468 68,070,280.80 2018 Rights Issue 10,434,782.40 0.60 2.30 130,841,772 78,505,063.20 2019 Private Placement 7,770,000.00 0.60 2.125 143,791,772 86,275,063.20 2019 Rights Issue 15,000,000.00 0.60 1.40 168,791,772 101,275,063.20 2020 Private Placement 17,220,000.00 0.60 2.00 197,491,772 118,495,063.20

There were no capital changes in 2009 and 2017. None of the share issues/private placements referred to in the list set forth above have been settled by way of contribution in kind exceeding 10 per cent of the share capital.

12.3. Shareholder structure

As registered in VPS on 20 April 2020, the Company had a total of around 5,300 shareholders. Of these there are approximately 25 per cent of the shareholders who are registered in VPS with address outside Norway, the remaining is registered in Norway. The Company's 20 largest shareholders as of 20 April 2020 are shown in the table below.

# Name of shareholder Number of Shares Per cent 1 NORDNET BANK AB ...... 17,766,589 9.00 2 VERDIPAPIRFONDET NORDEA AVKASTNING ...... 12,237,040 6.20 3 B-L HOLDING COMPANY ...... 9,628,772 4.88 4 NORDEA BANK ABP ...... 6,656,729 3.37 5 DANSKE BANK A/S ...... 3,690,065 1.87 6 NORDNET LIVSFORSIKRING AS...... 3,443,053 1.74 7 KNUT FOSSE AS ...... 3,170,230 1.61 8 CITIBANK, N.A...... 3,056,113 1.55 9 ADURNA AS ...... 2,760,000 1.40 10 KIME HOLDING AS ...... 2,250,000 1.14 11 INFOINVEST AS ...... 2,015,000 1.02 12 NATURLIG VALG AS ...... 2,015,000 1.02 13 DYBVAD CONSULTING AS ...... 1,760,000 0.89 14 MAGIL AS ...... 1,725,000 0.87 15 SNATI AS ...... 1,600,000 0.81 16 HOLMEFJORD ODDMUND ...... 1,407,740 0.71 17 JACK J HOLDING AS ...... 1,400,000 0.71 18 SOLBERG TORE ...... 1,250,000 0.63 19 SLETTEN OLAV BIRGER ...... 1,210,500 0.61 20 SWEDBANK AB ...... 1,123,484 0.57 OTHERS ...... 117,326,457 59.41 Total ...... 197,491,772 100.00

All Shares and shareholders have equal rights, including pro rata voting rights according to shareholding in the Company. To the knowledge of the Board, there are no arrangements which may at a subsequent date result in a change of control of the Company.

Shareholders owning 5 per cent or more of the Shares have an interest in the Company’s share capital which is notifiable pursuant to the Norwegian Securities Trading Act. As of 20 April 2020, the following shareholders owned more than five per cent of the issued share capital and votes:

Nordnet Bank AB (17,766,589 Shares representing 9.00 per cent of the total share capital) and mutual funds managed by Nordea Funds Ltd (12,237,040 representing 6.20 per cent of the total

9 The private placement was issued in two tranches. The first tranche comprised of 6,378,666 shares and was registered on 20 December 2016. The second tranche comprised of 2,241,334 shares and was registered on 12 January 2017.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

share capital). Nordnet Bank AB is a nominee account, and the Company has at the date of the Universal Registration Document no indication of any individual shareholder under these accounts with a shareholding of 5 per cent or more.

As far as the Company is aware of, there is no other natural or legal person other than the above mentioned, which directly or indirectly has a shareholding in the Company above five per cent.

12.4. Authorisations to increase the share capital

The general meeting authorised on 13 September 2019 the Board of Directors to increase the share capital by up to NOK 17,255,000 to be used in connection with investments in other business and/or raising new equity. The authorisation was used on 28 January 2020 to issue 28,700,000 new shares with a total nominal value of NOK 17,220,000. NOK 35,000 of the authorisation remains unused. The remaining part of the authorisation is valid until 30 June 2020.

The general meeting authorised on 25 February 2020 the Board of Directors to increase the share capital by up to NOK 6,000,000 to be used for a subsequent offering after the private placement completed on 28 January 2020. The authorisation is valid until 1 May 2020. The authorisation will not be used due to the current market conditions.

The general meeting held 1 November 2018 also authorised the Board of Directors to increase the share capital by up to NOK 2,700,000 to be used in relation to the Company's option programme. The authorisation is valid until 1 November 2020.

12.5. Other financial instruments

Except for the options described in section 9.4, the Company has not issued any convertible securities, exchangeable securities, warrants or other securities exchangeable into Shares.

12.6. Treasury shares

The Company does not own or holds any authorisation to acquire treasury Shares in the Company.

12.7. Shareholder rights

The Company has one class of Shares in issue, and in accordance with the Norwegian Public Limited Liability Companies Act, all Shares in that class provide equal rights in the Company, including the right to any dividends. Each of the Shares carries one vote.

All dividends of the Company shall be declared, apportioned and paid to the shareholders pro rata to the number of Shares held at the relevant date. Shareholders have pre-emption rights in new issues of securities by the Company. Such pre-emption rights may be waived by two-thirds of the votes cast as well as two-thirds of the aggregate share capital represented at the general meeting of the Company.

Any amendment of shareholders' rights, including the right to vote at the general meeting, must be done by amending the Articles of Association. Such amendments require the affirmative vote of two- thirds of the votes cast as well as two-thirds of the aggregate share capital represented at the general meeting.

All Shares carry an equal right to any surplus in the event of a liquidation of the Company. There are neither restrictions on the transferability of the Shares nor any restrictions on foreign ownership of the Company's Shares. Existing shareholders do not have any pre-emptive rights upon the transfer of Shares in the Company.

The actions necessary to change the rights of the holders of the shares are not more significant than required by law. 86

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

12.8. The Articles of Association

The Articles of Association of Nordic Mining is included in Appendix 1 to the Universal Registration Document. The Company is registered in the Norwegian Registry of Business Enterprises with registration number 989 796 739. The objective of the Company is to carry on exploration for minerals and ores, mining activity, technology development, activities that may be associated herewith, and participation in other companies anywhere in the world. The object and purpose of Nordic Mining can be found in article 3 of Nordic Mining's Articles of Association.

The Articles of Association of the Company contain no provisions restricting foreign ownership of Shares. There are no limitations under Norwegian law on the rights of non-residents or foreign owners to hold or vote for the Shares.

According to the Articles of Association, there are no limitations on transfer of the Shares in the Company.

12.9. Certain aspects of Norwegian Corporate law

General meetings of shareholders

The Articles of Association do not set forth additional conditions with regard to changing the rights of the Shareholders than as required by the Norwegian Public Limited Liability Companies Act. Through the general meeting, the Company's shareholders exercise the supreme authority in the Company, subject to the limitations provided by Norwegian law. All shareholders in the Company are entitled to attend and vote at general meetings, either in person or by proxy. See “Voting rights” with regard to certain restrictions on voting right applying for nominee-registered shares, etc.

General meetings are conveyed by the Board. A notice of a general meeting shall be sent at the latest 21 days before the date of the meeting and shall include a proposal for an agenda for the meeting. The notice shall be made available on the Company's website along with documents to be submitted to the general meeting and forms to be used to vote by proxy unless the forms are sent directly to each shareholder. A shareholder is entitled to submit proposals to be discussed at general meetings provided such proposals are submitted in writing to the Board within seven days prior to the time limit for the notice to the general meeting, along with a proposal to a draft resolution or an explanation as to why the matter has been put on the agenda. The ordinary general meeting shall be held within six months from the end of each financial year. The ordinary general meeting shall deal with and decide on the approval of the annual financial statement and directors' report, including the distribution of any dividend, the election of the Board, and such other matters as may be set out in the notice of the meeting.

Extraordinary general meetings can be called by the Board. In addition, the Board shall call an extraordinary general meeting whenever so demanded in writing by the auditor or shareholders representing at least five per cent of the share capital, in order to deal with a specific subject.

Due to the Coronavirus pandemic and to prevent virus contagion, new temporary regulations allows the general meeting to be held without a physical meeting. The regulation was effective as of 28 March 2020 and constitutes an exception from the Norwegian Public Limited Liability Companies Act, under which a physical meeting, as a main rule, is required. The decision to carry out the general meeting without a physical meeting is made by the board of directors.

Voting rights

The Articles of Association do not set forth additional conditions with regard to changing the rights of Shareholders other than as required by the Norwegian Public Limited Liability Companies Act. Each share in the Company carries one vote.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

As a general rule, resolutions that shareholders are entitled to make pursuant to Norwegian law or the Company's Articles of Association require a simple majority of the votes cast. In the case of elections, the persons who obtain the greatest number of votes cast are elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights in connection with any share issue, to approve a merger or de-merger, to amend the Company's Articles of Association or to authorise an increase or reduction in the share capital, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a general meeting. Norwegian law further requires that certain decisions, which have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval of the holders of such shares or class of shares as well as the majority required for amendments to the Company's Articles of Association. Decisions that (i) would reduce any shareholder's right in respect of dividend payments or other rights to the assets of the Company or (ii) restrict the transferability of the shares, require a majority vote of at least 90 per cent of the share capital represented at the general meeting in question, as well as the majority required for amendments to the Company's Articles of Association. Certain types of changes in the rights of shareholders require the consent of all shareholders affected thereby, as well as the majority required for amendments to the Company's Articles of Association.

In general, in order to be entitled to vote, a shareholder must be registered as the beneficial owner of Shares in the share register kept by the VPS. Beneficial owners of Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor are any persons who are designated in the register as holding such Shares as nominees. Normally, information regarding the right to vote for Shares registered through a custodian will be included in the summons for the annual general meeting. An owner with Shares registered through a custodian approved pursuant to section 4-10 of the Norwegian Public Limited Liability Companies Act has voting rights equivalent to the number of Shares, which are covered by the custodian arrangement, provided that the owner of the Shares prior to the general meeting provide the Company with his/her name and address together with a confirmation from the custodian to the effect that he/she is the beneficial owner of the Shares held in custody, and provided further that the Board does not disapprove such beneficial ownership after receipt of such notification.

Dividends

Procedure for declaration of dividend under Norwegian Law

Under Norwegian law, interim dividends may only be paid in respect of a financial period as to which audited financial statements have not been approved by the annual general meeting of the Company, if the dividend payments are based on an audited interim balance presented by the Board and approved by the general meeting of the Company. The interim balance may not be dated any later than six months prior to the day the resolution of paying dividends is resolved. Any proposal to pay a dividend must be recommended or accepted by the Board and approved by the Shareholders at a general meeting or resolved by the Board in accordance with an authorisation from the general meeting. The shareholders at the annual general meeting may vote to reduce (but not, unless accepted by the Board, to increase) the dividends proposed by the Board.

Legal constraints on the distribution of dividend

The Norwegian Public Limited Liability Companies Act provides several constraints on the distribution of dividends in cash or in kind:

 Dividends are payable only out of distributable equity. Pursuant to section 8-1 of the Norwegian Public Limited Liability Companies Act, the Company may only distribute dividends provided that, following such distribution, it retains net assets that provide coverage for the Company's share capital and other non-distributable equity pursuant to sections 3-2 and 3-3 of the Norwegian Public Limited Liability Companies Act. The

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

calculation shall be made on the basis of the balance sheet in the Company's last approved annual accounts, however, so that it is the registered share capital at the time the resolution is adopted that forms the basis for the calculation. A deduction shall be made for the total nominal value of own Shares the Company has acquired for ownership or as security prior to the balance-sheet date. A deduction shall also be made for credit and security, etc., furnished pursuant to sections 8–7 to 8–10, prior to the balance-sheet date, which, pursuant to these provisions, shall be within the limits of the assets the Company may distribute as dividend. A deduction shall nonetheless not be made for credit and furnished security, etc., that has been repaid or cancelled before the resolution is adopted, or for credit furnished to a Shareholder insofar as the credit is cancelled by being offset against the dividend.

 In connection with the calculation above, a deduction shall be made for other transactions after the balance-sheet date that, pursuant to the Norwegian Public Limited Liability Companies Act, shall be within the limits of the assets the Company may utilize for the distribution of dividends.

 The Company may only distribute dividends provided that it has sound equity and liquidity following such distribution, cf. section 3–4.

Under Norwegian foreign exchange control rule and regulations currently in effect, transfers of capital to and from Norway are not subject to prior government approval except for the physical transfer of payments in currency, which is restricted to licensed banks. Consequently, a non-Norwegian resident may receive dividend payments without Norwegian exchange control consent if such payment is made only through a licensed bank.

The Board will consider the amount of dividend (if any) to recommend for approval by the general meeting of the Company, on an annual basis, based upon the earnings of the Company for the years just ended and the financial situation of the Company at the relevant point in time. Hence, the shareholders do not have a right to share in the Company's profits by way of dividends. All shareholders that are shareholders at the time of the general meeting making its resolution are entitled to dividend. There is no time limit under which the individual shareholder's entitlement to a declared dividend lapses.

All Shareholders who are Shareholders at the time the general meeting passes a resolution to distribute dividends are entitled to such dividends, unless otherwise is resolved by the general meeting. According to the Norwegian Public Limited Liability Companies Act, there is no time limit after which entitlement to dividends lapses. Further, there are no dividend restrictions or specific procedures for non-Norwegian resident Shareholders in the Norwegian Public Limited Liability Companies Act. Consequently, the procedures for non-Norwegian shareholders are under the Norwegian Public Limited Liability Companies Act equal to the procedures as described above.

Nordic Mining's dividend procedure

Any future payments of dividends from Nordic Mining on the Shares will be denominated in NOK and will be paid to the shareholders through the VPS. Investors registered in the VPS whose address is outside Norway and who have not supplied the VPS with details of any NOK account, will, however, receive dividends by check in their local currency, as exchanged from the NOK amount distributed through the VPS. If it is not practical in the sole opinion of DNB ASA, being the Company's VPS registrar, to issue a check in a local currency, a check will be issued in USD. The issuing and mailing of checks will be executed in accordance with the standard procedures of DNB ASA. The exchange rate(s) that is applied will be DNB ASA's rate on the date of issuance. Dividends will be credited automatically to the VPS registered shareholders' NOK accounts, or in lieu of such registered NOK account, by check, without the need for shareholders to present documentation proving their ownership of the Shares.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Additional share issuances and preferential rights

All issuances of shares by the Company, including bonus issues, require an amendment to the Articles of Association, which requires the same vote as other amendments to the Articles of Association. Furthermore, under Norwegian law, the Company's shareholders have a preferential right to subscribe for issues of Shares by the Company. The preferential rights to subscribe in an issue may be waived by a resolution in a general meeting by the same vote required to approve amendments to the Articles of Association. A waiver of the shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding shares, irrespective of class.

Under Norwegian law, bonus issues may be distributed, subject to shareholder approval, by transfer from the Company's free equity or from its share premium reserve. Such bonus issues may be effectuated either by issuing shares or by increasing the par value of the shares outstanding.

Redemption and conversion rights

There are no redemption rights or conversion rights attached to the Shares.

Rights on liquidation

Under Norwegian law, the Company may be liquidated by a resolution in a general meeting of the Company passed by a two-thirds majority of the aggregate votes cast as well as two thirds of the aggregate share capital represented at such meeting. The Shares rank pari passu in the event of a return on capital by the Company upon a liquidation or otherwise.

Reports to shareholders

The Company publishes annual and interim reports that include financial statements. The consolidated financial statements are published in accordance with the International Financial Reporting Standards, IFRS, as issued by the International Accounting Standards Board.

Notification and publication requirements

As from the date of the application for Listing on Oslo Axess, the Company has provided its shareholders, Oslo Axess and the market as a whole with timely and accurate information. Notices are published through www.newsweb.no and on the Company's website (www.nordicmining.com).

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

13. NORWEGIAN TAX

The statements herein regarding taxation are unless otherwise stated based on the laws in force in Norway as of the date of this Universal Registration Document and are subject to any changes in law occurring after such date. Such changes could be made on a retrospective basis.

The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, own or dispose of the Shares. Furthermore, the summary only focuses on the shareholder categories explicitly mentioned below (individual shareholders and limited liability companies). Please be warned that the tax legislation of a Subscriber's tax jurisdiction and of the Company's country of incorporation may have an impact on the income received from the securities.

Shareholders are advised to consult their own tax advisors concerning the overall tax consequences of their ownership of Shares. In particular, this document does not include any information with respect to U.S. taxation or taxation in any other jurisdiction than Norway. Prospective investors who may be subject to tax in the United States or any other jurisdiction are urged to consult their tax adviser regarding federal, state, local and other tax consequence of owning and disposing of Shares.

13.1. Norwegian shareholders

Taxation of dividends - Individual shareholders

The shareholders are entitled to deduct a calculated tax-free allowance when calculating their taxable dividend income. The tax-free allowance will be calculated on a share by share basis, and the allowance for each Share will be equal to the cost price of the Share multiplied by a risk-free interest rate. Any part of the calculated allowance one year exceeding the dividend distributed on the Share will be added to the cost price of the Share and included in the basis for calculating the allowance the following years. Dividend received less any tax-free allowance is multiplied with 1.44 and treated as ordinary income at a rate of 22 per cent. As a result, the effective tax rate for dividends is 31.68 per cent.

The shareholders may hold the Shares through a Norwegian share savings account (NW.: aksjesparekonto). Dividends on such shares will be paid to the share savings account and be exempt from taxation. However, withdrawal of funds from the account exceeding the paid in deposit, will be regarded as taxable income regardless of whether the funds are derived from gains or dividends related to the shares held in the account.

Taxation of dividends - Corporate shareholders (Limited liability companies)

Dividends distributed to shareholders who are limited liability companies resident in Norway for tax purposes (“Norwegian corporate shareholders”) are exempted from taxation. However, 3 per cent of dividends are as a main rule, added to the taxable income and taxed as general income at a rate of 22 per cent.

Taxation on realisation of Shares - Individual shareholders

Sale, redemption or other disposal of Shares is considered a realisation for Norwegian tax purposes. A capital gain or loss generated by a Norwegian individual shareholder through a disposal of Shares is taxable or tax deductible in Norway. Such capital gain or loss is multiplied with 1.44 and then included in or deducted from the basis for computation of ordinary income in the year of disposal. Ordinary income is taxable at a rate of 22 per cent. The marginal effective tax rate is hence 31.68 per cent. Gain is subject to tax and loss is deductible for tax purposes irrespective of the duration of the ownership and the number of Shares owned and/or disposed of.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

The capital gain or loss (before the 1.44 adjustment, ref. above) is equal the consideration received less the cost price of the Share and transactional expenses. From this capital gain, Norwegian individual shareholders are entitled to deduct a calculated tax-free allowance when calculating their taxable income. The allowance for each Share is equal to the total of allowance amounts calculated for dividends for this Share for previous years (ref. above), less dividends distributed on this Share. The calculated allowance may only be deducted in order to reduce a taxable gain calculated upon the realisation of the Share and may not be deducted in order to produce or increase a loss for tax purposes.

If the shareholder owns Shares acquired and/or subscribed for at different points in time, the Shares that were acquired or subscribed for first will be regarded as the first to be disposed of, i.e. a first- in first-out basis applies.

Gains derived upon the realization of Shares held through a share savings account will be exempt from Norwegian taxations and losses will not be deductible. Withdrawal of funds from the share savings account exceeding the Norwegian Personal Shareholder's paid in deposit, will be regarded as taxable income, and subject to an effective tax rate of 36.68 per cent (ref. above).

Exit tax

An individual shareholder who is resident in Norway for tax purposes is liable for tax on calculated inherent capital gains on shares he owns at the time the tax liability to Norway cease. Similarly calculated inherent loss is tax deductible provided the individual immigrates to another EEA state.

The tax triggering event is the cessation of Norwegian tax residency, either under domestic Norwegian law or in accordance with any applicable tax treaty. At this point of time, usually several months after physical emigration from Norway, inherent gain (or loss) on securities shares, warrants, share options etc. shall be calculated.

The Norwegian exit tax rules only apply if the calculated capital gain on shares etc. exceeds NOK 500,000. Moreover, the calculated tax is annulled if the shares are not realised within five years from the point of time the tax liability to Norway ceased. Similarly, the settlement of any loss determined in the emigration year is delayed until realisation takes place and is contingent on that realisation takes place within five years from the point of time the tax liability to Norway ceased.

In order to avoid payment of the calculated inherent gains upon cessation of Norwegian tax residency, the taxpayer must provide a sufficient security or guarantee. With respect to some of the EU and EEA states, a guarantee is not necessary in order to obtain interest free postponement of payment. Further detailed rules do apply.

The exit tax rules also apply to Non-resident individuals establishing Norwegian tax residency. In such cases, the market value at the time of immigration to Norway for tax purposes of any shares owned by the individual shall be appraised in order to enable calculation of any future inherent capital gain on such shares upon a future (re) transfer of residency from Norway to another state.

Taxation on realisation of shares - Corporate shareholders

Norwegian corporate shareholders are not taxable in Norway on capital gains related to realisation of Shares, and losses related to such realisation are not tax deductible.

Net wealth tax

The value of shares is included in the basis for the computation of net wealth tax imposed on Norwegian individual shareholders. Norwegian corporate shareholders are not subject to net wealth tax. The marginal net wealth tax rate is 0.85 per cent of the value assessed. The value for assessment

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

purposes for shares on Oslo Axess is 75 per cent of the listed value as of 1 January in the year of assessment.

13.2. Non-resident shareholders

This section summarises Norwegian tax rules relevant to shareholders who are not resident in Norway for tax purposes (“Non-resident shareholders”). Non-resident shareholders' tax liabilities in their home country or other countries will depend on applicable tax rules in the relevant country.

Taxation of dividends

Dividends distributed to shareholders who are individuals not resident in Norway for tax purposes (“Non-resident personal shareholders”) are as a general rule subject to withholding tax at a rate of 25 per cent. The withholding tax rate of 25 per cent is normally reduced through tax treaties between Norway and the country in which the shareholder is resident. The withholding obligation lies with the company distributing the dividends.

The above generally applies also to shareholders who are limited liability companies not resident in Norway for tax purposes (“Non-resident corporate shareholders”). However, dividends distributed to Non-resident corporate shareholders resident within the EEA for tax purposes are exempt from Norwegian withholding tax.

Non-resident personal shareholders resident within the EEA area are subject to ordinary withholding tax, but entitled to apply for a partial refund of the withholding tax, to the extent the dividend received less a calculated allowance similar to the calculated allowance used by Norwegian personal shareholders, multiplied with the general 25 per cent withholding tax rate, is lower than the actual withheld tax based on the withholding tax rate according to the applicable tax treaty.

Nominee registered Shares will be subject to withholding tax at a rate of 25 per cent unless the nominee has obtained approval from the Norwegian tax authorities for the dividend to be subject to a lower withholding tax rate. To obtain such approval the nominee is committed to file a summary to the relevant Norwegian tax authority including all beneficial owners that are subject to lower withholding tax. Non-resident shareholders that have suffered a higher withholding tax than set out by an applicable tax treaty or the Norwegian Tax Act, may apply to the Norwegian tax authorities for a refund of the excess withholding tax deducted.

From 1 January 2019, new rules apply with respect to the documentation of the applicability of reduced withholding tax rates. If Non-Norwegian Corporate Shareholders can document their entitlement to a reduced withholding tax rate, the distributing company may apply the reduced rate when distributing the dividends (i.e. the shareholder does not have to apply for a refund). Such entitlement for a reduced rate can be documented by either (i) presenting an approved withholding tax refund application from previous years or (ii) present an approval from the Norwegian tax authorities confirming that the recipient is entitled to a reduced withholding tax rate. In addition, the shareholder must obtain a Certificate of Residence and confirmation that it is the beneficial owner of the dividends. Such documentation must be provided to either the nominee, the account operator (VPS) or directly to the company if the Shares are not registered in VPS.

Non-resident personal shareholders must document their entitlement to a reduced withholding tax rate by (i) a Certificate of Residence when the dividends exceed NOK 10.000 and (ii) a confirmation that the non-resident personal shareholder is the beneficial owner of the dividends. Such documentation must be provided to either the bank, the nominee or the account operator (VPS).

If a Non-resident shareholder is carrying on business activities in Norway, and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation as Norwegian shareholders, as described above.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Taxation on realisation of shares

Gains from the sale or other disposal of Shares by a Non-resident shareholder will not be subject to taxation in Norway unless the Non-resident shareholder owns the shares in connection with the conduct of a trade or business in Norway. In such case, the shareholder will be subject to the same taxation as Norwegian shareholders, as described above.

13.3. Duties on the transfer of Shares

No stamp or similar duties are currently imposed in Norway on the transfer of shares whether on acquisition or disposal.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

14. DOCUMENTS AVAILABLE

Copies of the following documents will be available for inspection at the Company’s offices at Munkedamsveien 45, N-0250 Oslo, Norway, during Business days for a period of twelve months from the date of the Universal Registration Document:

 The Company's memorandum of incorporation and the Articles of Association

 All reports, letters and other documents, historical financial information, valuations and statements prepared by any expert at the Company's request any part of which is included or referred to in the Universal Registration Document; and

 The Prospectus, including the Summary, the Securities Note and the Universal Registration Document.

The documents may also be inspected on www.nordicmining.com.

14.1. Incorporated by reference

The information incorporated by reference in the Universal Registration Document shall be read in connection with the cross-reference list set out in the table below.

Cross reference Section Webpage Annual report 2019 including auditors report 6, 7 https://d2zbxcnktjvvs5.cloudfront.net/1587625448/48761-nm-annrep-2019-web.pdf Annual report 2018 including auditors report 6, 7 https://d2zbxcnktjvvs5.cloudfront.net/1556538923/annual-report-2018-48166.pdf https://d2zbxcnktjvvs5.cloudfront.net/1528711925/annual-report-2017- Annual report 2017 including auditors report 6, 7 nordicmining.pdf Engebø Scoping study (2008); mineral https://d2zbxcnktjvvs5.cloudfront.net/1516724412/scoping-study-2009.pdf resource estimates in accordance with the 4 JORC code (2004 edition) Engebø Geological report (2016); mineral https://d2zbxcnktjvvs5.cloudfront.net/1516724385/resource-estimation-2016.pdf resource estimates in accordance with the 4 JORC code (2012 edition) Engebø Prefeasibility study (2017); mineral http://d2zbxcnktjvvs5.cloudfront.net/1516717596/pre-feasibility-final-report.pdf resource and ore reserve estimates in 4 accordance with the JORC code (2012 edition) Engebø Rutile and Garnet Definitive Feasibility https://d2zbxcnktjvvs5.cloudfront.net/1580191825/chapter-01-executive-summary- 4 Study – Executive Summary final-v3.pdf

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

15. DEFINITIONS & GLOSSARY TERMS

In the Universal Registration Document, the following defined terms have the following meanings:

AMR ...... Arctic Mineral Resources AS

Anorthosite ...... Anorthosite is an igneous plutonic rock comprising more than 90 weight per cent plagioclase

Articles of Association...... The Articles of Association of Nordic Mining ASA at the date of the Universal Registration Document

Audited Financial Statements ...... The Group's audited financial statements as of, and for the years ended 31 December 2019, 2018 and 2017, prepared in accordance with IFRS

Barton ...... The Barton Group, a US garnet producer and distributor

Board (of Directors) ...... The Board of Directors of Nordic Mining ASA

Business Day ...... A day (not being a Saturday) on which banks are open for business in Oslo

Company ...... Nordic Mining ASA excluding its subsidiaries

Competent Person ...... A Competent Person as defined in Clause 11 of the JORC code

CRISCO ...... The Committee for Mineral Reserves International Reporting Standards

Cut-off ...... The cut-off ratio (in per cent) is the minimum mineral grade or content required to be included in a mineral resource or ore reserve. As an

example; with a cut-off ratio of 3 per cent TiO2, only that part of the

deposit which has a TiO2 content of 3 per cent or more is included in the mineral resource estimate.

DFS ...... Definitive feasibility study

DuPont ...... E.I. du Pont de Nemours and Co. - major international life sciences and chemical company whose white pigment and mineral products business unit instigated exploration for a hard rock rutile source in the 1980s and culminating in the Engebø project in the 1990s

EBIT ...... Earnings Before Interest and Tax

EBITDA ...... Earnings Before Interest, Tax, Depreciation and Amortisation

Eclogite ...... A metamorphic rock consisting of garnet, omphacite, pyroxene and rutile, formed by the high temperature and high-pressure metamorphism of basic igneous rocks

Exploration Right ...... Right to explore and, subject to approval from governmental authorities, test production as defined in the Norwegian Mineral Act of 2009

Extraction Permit ...... Right to extract and utilise deposits of minerals within certain limits

EY ...... Ernst & Young AS

FRB ...... the Fennoscandian Review Board

Group...... The Company and its subsidiaries Nordic Rutile AS, Nordic Quartz AS and Nordic Ocean Resources AS.

Hatch ...... Hatch Africa (Pty) Ltd., P O Box 27320 Greenacres 6057, South Africa

Hydrothermal ...... The action of natural hot aqueous solutions

IFE...... The Norwegian Institute for Energy Technology

IFRS ...... International Financial Reporting Standards

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

JORC code ...... Means the Australasian Joint Ore Reserve Committee code (JORC code) to which is a professional code of practice that sets minimum standards for public reporting of minerals exploration results, mineral resources and ore reserves

Keliber ...... The Finnish company, Keliber Oy

Listing…………………………………………………. Listing on Oslo Axess by Nordic Mining of the 28,700,000 Private Placement Shares each with a par value of NOK 0.60

Management ...... The management of Nordic Mining ASA

Managers ...... Clarksons Platou Securities AS and SpareBank 1 Markets AS

NGU ...... The Geological Survey of Norway

NOK ...... The currency in the Kingdom of Norway (Norwegian krone)

NORA ...... Nordic Mining's subsidiary, Nordic Ocean Resources AS

Nordic Mining ...... Nordic Mining ASA excluding its subsidiaries

Nordic Ocean Resources ...... Nordic Mining's subsidiary, Nordic Ocean Resources AS

Nordic Quartz ...... Nordic Mining's subsidiary, Nordic Quartz AS

Norwegian Corporate Governance The Norwegian Code of Practice for Corporate Governance dated 17 Code ...... October 2018

Norwegian FSA ...... The Financial Supervisory Authority of Norway

Norwegian Public Limited Liability The Norwegian Public Limited Companies Act of 13 June 1997 No. 45 Companies Act ...... (as amended)

Norwegian Securities Trading Act ...... The Norwegian Securities Trading Act of 29 June 2007 No. 75 (as amended)

NPV ...... Net present value

NTNU ...... the Norwegian University of Science and Technology

Ore reserve ...... A mineral deposit of proven economic value

Oslo Stock Exchange ...... Oslo Børs ASA

PCB...... Polychlorinated biphenyls

PCC ...... Precipitated calcium carbonate

PFS ...... Prefeasibility study ppm ...... Parts per million

Private Placement ...... The Private Placement completed on 28 January 2020 where the Company issued 28,700,000 new Shares with a subscription price of NOK 2.00 per shares

Private Placement Shares ...... The 28,700,000 new Shares issued in the Private Placement

Prospectus ...... The Prospectus issued by the Company dated 30 April 2020, containing the Summary, the Universal Registration Document and the Securities Note, in relation to the listing of the Private Placement Shares published and approved by and filed with the Norwegian FSA in accordance with the Norwegian Securities Trading Act

Ridge ...... The Mid-Atlantic ridge

Rocksource ...... Rocksource ASA (now Pure E&P AS, which is a subsidiary of Vår Energy AS) with subsidiaries

Rutile ...... Rutile is a mineral composed dominantly of titanium dioxide

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Securities Note ...... The securities note dated 30 April 2020 which, together with the Summary and this Universal Registration Document, constitutes the Prospectus

Scoping Study ...... An independent preliminary evaluation

Shares ...... Shares issued by the Company

Silica ...... Dioxide of silicon, SiO2, an ingredient of many types of host rock

SiO2 ...... Means Silicon dioxide

SRK ...... SRK Consulting (UK) Limited

Sulphide mineral...... A mineral containing unoxidized sulphur

Summary ...... the summary dated 30 April 2020 which, together with this Universal Registration Document and the Securities Note, constitutes the Prospectus

TBT ...... Tributyltin

TiO2 ...... Means Titanium dioxide

Universal Registration Document ...... This universal registration document

VPS ...... The Norwegian Central Securities Depository (Verdipapirsentralen)

Waste rock ...... Low value rock that must be fractured and removed in order to gain access to or upgrade ore. Waste rock may also be sold as crushed stone (aggregates) for various construction applications

WACC...... Weighted average cost of capital

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Appendix 1: Articles of Association for Nordic Mining ASA

ARTICLES OF ASSOCIATION

NORDIC MINING ASA

1. The name of the company is Nordic Mining ASA. The company is a public limited liability company.

2. The registered office of the company is in Oslo.

3. The object of the company is to carry on exploration for minerals and ores, mining activity, technology development, activities that may be associated herewith, and participation in other companies anywhere in the world.

4. The share capital of the company amounts to NOK 118,495,063.20 divided on 197,491,772 shares of a nominal value of NOK 0.60. The shares of the company shall be registered in the Norwegian Registry of Securities.

5. The board of directors of the company shall have from 3 to 8 members according to the decision of the shareholders' meeting. Two board members jointly can sign on behalf of the company.

6. The company shall have an Election Committee consisting of three members who shall be elected by the general meeting. The members of the Election Committee shall, when they are elected, be shareholders or representatives of shareholders of the company. The Election Committee shall make recommendations to the general meeting concerning the election of members and deputy members to the board of directors. The Election Committee shall also make recommendations concerning remuneration to such members. Members of the Election Committee are elected for a period of two years. The members of the board of directors which have been elected by the general meeting make recommendations for and adopt instructions for the Election Committee.

7. The shareholders' meeting shall deal with:

(i) Adoption of the annual accounts and annual report, including payment of dividends.

(ii) Other matters that pursuant to law are the business of the shareholders' meeting.

8. If a document that relates to an issue that the general meeting shall decide on is made available to the company's shareholders on the company's website, then such a document does not have to be physically sent to the shareholders of the company. However, such a document shall be sent to the shareholder free of charge if shareholders request it.

9. Shareholders that plan to attend a General meeting have to give notice to the company within 5 days of the general meeting. Shareholders who have not given such notice within 5 days of the general meeting may be denied entrance to the general meeting.

10. The Board of Directors may determine that the shareholders may cast advance votes in writing in matters to be considered by the general meetings of the Company. Such votes may also be casted through electronic means. Voting in writing requires an adequately secure method to authenticate the sender. The Board of Directors may determine further guidelines for written advance voting. The summons to the general meeting shall state whether advance voting is allowed prior to the general meeting, and, if so, the guidelines for such voting.

UNIVERSAL REGISTRATION DOCUMENT – NORDIC MINING ASA

Appendix 2: Annual report 2019 on Nordic Mining’s mineral deposits; exploration results, mineral resources and mineral reserves

Introduction

Nordic Mining ASA reports on the Group’s mineral projects on an annual basis. The Nordic Mining Group's (“Nordic Mining” or “the Group”) operations currently comprise the following main companies with its respective mineral projects:

1. Nordic Rutile AS (100%): Engebø rutile and garnet deposit in Naustdal municipality in Norway 2. Nordic Quartz AS (100%): Kvinnherad quartz deposit in Kvinnherad municipality in Norway

This report (the "Report") sets out the details of the Group's exploration results/prospects, mineral resources and, where applicable, ore reserves in connection with the mineral projects. The Report is updated as per 10 September 2019.

In addition, Nordic Mining has a shareholding of approximately 18.5% in Keliber Oy (“Keliber”) in Finland. The investment in Keliber is now classified as a Financial Asset Measured at Fair Value Through Profit and Loss under IFRS 9 (“FVTPL Method”). Keliber has several spodumene pegmatite deposits (lithium) in the Ostrobothnia region in Finland. For information of Keliber’s mineral resources and ore reserves, please see Keliber’s webpage: www.keliber.fi.

Nordic Mining reports in accordance with the JORC Code 2012. For more information about the JORC Code, please see http://www.jorc.org/docs/jorc_code2012.pdf.

The JORC Code reporting standard differentiates between three different Mineral Resource classes: Measured, Indicated and Inferred, depending on the level of geological knowledge and confidence. A mineral deposit may also be classified into Proven and Probable Ore Reserve categories based on considerations of so called “modifying factors” such as mining, market, economy and environment. Classification of Ore Reserves is only defined by studies at prefeasibility and feasibility level that includes application of “modifying factors”. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified.

The figure below gives an overview of the JORC Code classification system and the relation between exploration results, Mineral Resources and Ore Reserves.

Please note that estimates described in section 2.5 of this Report are not in accordance with the JORC Code or estimations recognised by the JORC Code.

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1. Nordic Rutile AS - Engebø rutile and garnet deposit

1.1 General

In 2006, Nordic Mining acquired 100% of ConocoPhillips Investments Norge AS’ interest in the Engebø deposit in Naustdal municipality in Sogn og Fjordane County in Norway. The Engebø deposit is internationally recognized as a significant rutile and garnet deposit.

Two minerals, rutile (TiO2) and garnet, will be produced from Engebø. Rutile is a titanium feedstock, primarily used in the production of titanium pigment, titanium metal and welding rods. The Engebø garnet, which is almandine, is used commercially in the abrasives and waterjet cutting industries. The deposit is situated in a sparsely populated part of western Norway next to an existing deep water, ice free port. The port is situated in a fjord adjacent to the North Sea, providing efficient and environmentally friendly shipping to Europe, North America and other regions. The mild coastal climate enables uninterrupted mining and processing operations throughout the year. The regulatory setting for the Engebø project is driven by two key legislative requirements, namely the discharge permit and the zoning plan (planning permit). Both permits have been fully granted by Norwegian authorities, without further possibility for appeal. Nordic Mining's wholly owned subsidiary Nordic Rutile AS holds the following Extraction Permits for the Engebø deposit:

Duration Identification number Name of area (extensions can be granted) Extraction Permit no. FU-1/1997 VB Engebøfjellet 1 23 October 2027 Extraction Permit no. FU-2/1997 VB Engebøfjellet 2 23 October 2027 Extraction Permit no. FU-3/1997 VB Engebøfjellet 3 23 October 2027 Extraction Permit no. FU-4/1997 VB Engebøfjellet 4 23 October 2027 Extraction Permit no. FU-5/1997 VB Engebøfjellet 5 23 October 2027 Extraction Permit no. FU-6/1997 VB Engebøfjellet 6 23 October 2027 Extraction Permit no. FU-7/1997 VB Engebøfjellet 7 23 October 2027 Extraction Permit no. FU-8/1997 VB Engebøfjellet 8 23 October 2027 Extraction Permit no. FU-9/1997 VB Engebøfjellet 9 23 October 2027

A prefeasibility study for the Engebø project was published in October 2017. The business case developed for the project is based on two product revenue streams from a 1.5 Mtpa mining and processing operation, with open pit mining in the first years. Development of the underground mine will enable underground production to take over from the open pit. In the prefeasibility study, the Life of Mine in accordance with the JORC Code runs for 29 years; 16 years in the open pit followed by 13 years underground.

The definitive feasibility study for the project is ongoing. At the date of this Report, the mining optimization work has been completed and a potential to significantly increase the mineable ore volume has been identified. Strategic scheduling and stockpiling of ore resources will be applied to optimize the mining operation. The updated operating plan reduces the amount of waste rock and extends the open pit period by minimum 5 years compared to the prefeasibility study.

Reports/sources of information referred in this Report are available at Nordic Mining’s webpage www.nordicmining.com.

1.2 Engebø geology

The Engebø deposit is one of the world’s highest-grade rutile deposits and is unique due to its substantial content of garnet. With negligible contents of radioactive elements and heavy metals, the deposit is a clean source of high-grade and high-quality titanium and garnet minerals. Unlike most rutile deposits, the Engebø rutile is contained in a hard-rock ore, a massive body of eclogite. The deposit forms a 2.5 km long east-west trending lens that runs parallel with the Førde Fjord and the ridge, Engebøfjellet (Norwegian for Engebø Mountain). The deposit dips steeply towards the north

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with a dip of 60° to 85° degrees. Structural studies reveal many episodes of complex major folding and development of foliation. Geological investigations have determined that the eclogite can be subdivided into three different types, based on appearance and titanium content:

 Ferro-eclogite; dark and massive appearance, generally >3% TiO2

 Transitional-eclogite; intermediate dark, generally 2 to 3% TiO2

 Leuco-eclogite; light coloured and foliated, generally <2% TiO2. The contacts between the eclogite types are gradational, moving from ferro- to transitional- and leuco-eclogite. The figure below shows the relationship between the different eclogite types.

The main titanium bearing mineral is rutile. Only around 5% of the titanium is found as ilmenite, and the presence of titanite/sphene is negligible. The mineral assemblage gives the rock a characteristic green and red colour. In general, the eclogite contains around 45% almandine type garnet. The garnet content decreases gradually with the TiO2 grade. Other major minerals present in the ore are pyroxene and amphibole.

1.3 Engebø drilling

DuPont/Conoco carried out an extensive drilling campaign between 1995 and 1997. In total, more than 15,000m were drilled in 49 drill holes. The drill cores from the DuPont/Conoco drilling program are stored at the Geological Survey of Norway’s storage center at Løkken. In 2016, Nordic Mining initiated a new drilling campaign. The drilling included recovery of 6,348m of drill cores, collection of 77 surface samples and outcrop mapping. The cores were logged and sampled at Nordic Mining’s core storage facility in Naustdal. 1,517 whole rock chemical analyzes (XRF) and 336 rutile specific analyzes (ME-ICP41) were carried out by ALS Minerals in Sweden. QEMSCAN was carried out by SGS Canada on 68 samples to investigate mineralogical, textural and petro-graphical variations within the deposit. Garnet was successfully quantified by correlating QEMSCAN data with iron content from chemical assays. As part of the drilling program, historical datasets were re-assessed and old drill cores were re-logged and re-analyzed. The results show a good correlation between new and historical data and thereby fully validate the historical datasets.

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The principal reasons for the 2016 drilling included:

 To provide a better coverage of sample data in the prospective open pit area, and thereby achieve at least an Indicated Resource category for the majority of the ore in this area

 To provide a bank of recent data which would help verify the 1997 drill hole data

 To provide samples for metallurgical testing in the potential open pit area

 To provide geotechnical samples and data to assist with selection of mine and slope design parameters

 To provide extensive additional data for assessment of garnet and different mineralisation qualities.

In January/February 2018, Nordic Mining carried out a limited drilling program at Engebø. In total, 1,581m was drilled in 10 drill holes. The aim of the drilling was to increase the knowledge of the ore body and the geotechnical conditions in the open pit. The international mining consultancy company SRK was contracted for geotechnical, hydrogeological and structural logging and modelling based on drill hole data. SRK has presented recommendations on slope angles and stability conditions for the open pit and underground infrastructure. The resource and pit stability assessments will form a basis for the final open pit design and mine schedule, assessing ore and waste rock tonnages from the open pit mining operation, as an integrated part of the definitive feasibility study. The definitive feasibility study is scheduled for completion in the fourth quarter of 2019.

The table below provides a summary of all diamond drilling carried out at Engebø both by DuPont/Conoco and Nordic Mining.

Summary of Drilling Campaigns

Length Average Length/hole Drilling Campaign Drillholes (m) (m)

1997 DuPont/Conoco 49 15,198 310

2016 Nordic Mining 38 6,348 167

2018 Nordic Mining 10 1,581 158

The figure below illustrates the historic drilling by DuPont (shown in red), and the 2016 (shown in green) and 2018 drilling (shown in blue) by Nordic Mining. The historic drilling was concentrated in the western part of the deposit while the 2016 and 2018 drilling was centered in the planned open pit area located in the central part of the deposit.

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1.4 Mineral resource estimates

In 2008, Nordic Mining assigned the independent Qualified Person, Adam Wheeler, to make an updated resource estimation for the Engebø deposit in accordance with the guidelines of the JORC Code. The first resource estimates were published in a scoping study. The mineral resource estimates were updated in 2016 and June 2018 by Mr. Wheeler following completion of respective diamond drilling programs. The estimates have improved and increased substantially over the years and in 2016 and 2018 also enabled a qualified quantification of the garnet. The 2016 resource estimates are published in a separate geological report for the deposit and in the prefeasibility study where also ore reserve estimates have been provided. Both reports are available on Nordic Mining’s webpage www.nordicmining.com. The 2018 resource estimates were published in a stock exchange notice and is also available on the company’s webpage.

The tables below show the most recent (2018) resource estimates for 3% and 2% TiO2 cut-off, respectively.

2018 Mineral Resource Estimate (3% TiO2 Cut-off)

TiO2 Tonnes Total TiO2 Garnet Classification Cut-off (Mt) (%) (%)

Measured 22 3.95 44.9

Indicated 75 3.85 44.2 3% Total – Measured and Indicated 98 3.87 44.4

Inferred 132 3.82 42.5

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2018 Mineral Resource Estimate (2% TiO2 Cut-off)

TiO2 Tonnes Total TiO2 Garnet Classification Cut-off (Mt) (%) (%)

Measured 30 3.61 43.5

Indicated 102 3.49 42.8 2% Total – Measured and Indicated 132 3.51 42.9

Inferred 256 3.15 40.1

The mineral resource estimates were completed by Competent Person Adam Wheeler, corresponding to the guidelines of the JORC Code (2012 edition). The 2%/3% cut-off grades mean that only ore with TiO2 content of 2%/3% or more is included in the resource estimates. The resource below sea level has been restricted by a boundary no closer than 50m to the edge of the fjord. The above mineral resources are inclusive of ore reserves.

A third-party independent review of the mineral resource estimate was carried out by SRK Consulting (UK) Limited (SRK) in December 2016. SRK concluded that the mineral resource estimate did not contain any fatal flaws and that the geological model produced was fit for prefeasibility level purpose. The 2018 estimates are based on the 2016 modelling and estimations.

The Engebø resource remains open to the East, West and at depth. The substantial resource in the Inferred category represents an upside to the resource base.

1.5 Ore reserve estimates The ore reserve estimates were published in the Engebø prefeasibility study in October 2017. The basis for the ore reserve estimates were the 2016 mineral resource estimates. The ore reserve estimates were defined with a 3% cut-off. Revised ore reserve estimates based on the 2018 mineral resource estimates will be published in the definitive feasibility study which is scheduled for completion in the fourth quarter of 2019. The ore reserve for the prefeasibility study mine plan was estimated and qualified by Mr. Wheeler. The Ore Reserve Statement is presented in the table below. The reserve estimation was carried out using Datamine and DESWIK software. 2017 Ore Reserve Statement

Proven Reserves Probable Reserves Ore Type M TiO2 Garnet M TiO2 Garnet Tonnes % % Tonnes % %

Ferro Ore - Open Pit 8.519 3.87 43.8 13.826 3.54 41.8

Ferro Ore - Underground 1.675 3.49 37.8 17.876 3.21 37.8

Ferro Ore - Total 10.194 3.81 43.4 31.702 3.35 39.5

The basis of conversion of mineral resources to ore reserves is as follows:

 Ore reserve estimate is as of 30 September 2017

 Only measured and indicated resources are used to determine reserves; all inferred resources within the mineable envelope have been classified as waste

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 Open pit mining is carried out for the first 16 years; thereafter the mining method is bulk underground mining (long hole open stoping)

 The open pit mine design is based on the recommendations of the geotechnical consultants for all pit design parameters

 The underground mine design is based on recommendations of the geotechnical consultants, assuming 100m long stopes, 45m wide and 60m high, with continuous pillars 20m wide between stopes and sills 15m thick above and below the stopes

 The garnet grades as reported above are not used to determine the final product volumes for garnet. Instead, a yield approach considered more applicable for determining recoveries of a bulk mineral such as garnet is applied. The yield approach assumed a yield of 17.5% garnet for ferro ore

 A rutile recovery of 58.5% is assumed

 A cut-off of 3% on TiO2 is applied to ferro ore

 Ore losses of 5% is assumed throughout the mine plan

 Dilution of 4% for open pit and 6% for underground is applied with a dilution grade of 0% for rutile and garnet

1.6 Exploration results in 2019

No resource mapping or drilling has been carried out so far in 2019.

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2. Nordic Quartz AS - Kvinnherad quartz deposit

2.1 General

Nordic Mining’s exclusive rights for investigation and development of the Kvinnherad quartz deposit expired in April 2019. Nordic Mining continues a constructive dialogue with the landowners and is proceeding commercial dialogues to establish a broader basis for progressing the project.

The information below summarizes previous exploration work and assessments.

The Kvinnherad quartz deposit is an approximately 600m long hydrothermal quartz vein and on average 15-20m wide. Process testing has demonstrated that high purity quartz products (HPQ) can be made from surface samples as well as drill core samples.

2.2 Exploration

The Kvinnherad deposit consists of hydrothermal quartz situated in Proterozoic basement rocks south of the Hardanger Fault Zone. The quartz vein is exposed on the surface and detailed mapping was carried out in 2011.

A magnetic survey was carried out by Geovista AB in 2012 to get a better confidence for the size and geometry of the vein. The geophysical data indicated a continuation of the vein to at least 150 meters depth. A further extension of the vein down to 300 meters depth was indicated in the data.

In 2015 a drilling program was carried out. 6 drill holes were drilled across the deposit as shown in the figure below. All holes were logged, sampled and analyzed by ICP-MS to investigate impurity content of the quartz vein. Massive quartz was found in all drill holes and confirmed the vertical extension of the quartz vein.

2.3 Mineral resource estimates

An independent assessment of the Kvinnherad hydrothermal quartz deposit estimated the total contained quartz in the deposit. The Competent Person responsible for the assessments and resource statement is Lars-Åke Claesson, a titled European Geologist in accordance with the Federation of European Geologists.

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A resource estimation report was compiled by B.Sc. Johan Camitz, designated by the Fennoscandian Review Board (“FRB”). Mr. Camitz has carried out the technical estimations and modeling of the quartz deposit in collaboration with Mr. Claesson. The report follows the FRB-standard based on “The International Template for public reporting of exploration results, mineral resources and mineral reserves, July 2006”, issued by The Committee for Mineral Reserves International Reporting Standards (“CRISCO”). The Australasian JORC Code recognises resource estimations according to the CRISCO template.

Three zones of quartz have been specified with increasing amount of quartz; transition zone, semi- massive zone and massive quartz zone. The tables below show the overall estimated resource tonnage and quartz contained in the deposit.

Resource estimates Resource class Quartz vein tonnage Quartz content Indicated 2 947 644 65% Inferred 1 340 615 66%

The estimations are based on the results from the core drilling in fall 2015 and information from previous exploration work. A model of the quartz deposit has been developed according to international standards and practice.

2.4 Mineral analysis and processing tests

Analysis show the quartz from the Kvinnherad deposit is of very high purity. Advanced processing tests show that the impurity level can be reduced by physical and chemical processing to a level of the best products in the market, comparable with the Iota 4 and Iota 6 high-purity quartz (“HPQ”) products.

HPQ is quartz which is extremely pure, with low level of contaminating elements such as alkalis, iron and heavy metals (SiO2 > 99.99%). HPQ is used in various high-tech applications. There is a growing demand for HPQ in industry applications such as semiconductors, telecommunication, optics, electronics and solar silicon. The HPQ world market is currently limited in volume, but with high value.

Nordic Mining has carried out comprehensive analysis and an advanced processing test program at Dorfner Anzaplan’s laboratory in Germany. A suitable processing route for the quartz has been developed. To confirm that high quality products could be obtained from a larger part of the deposit four samples of 250 to 1,000 kg have been blasted from different locations across the vein. Homogeneity of the quartz has been confirmed by processing of all samples to high quality products both in terms of impurity levels and glass quality.

2.5 Exploration results in 2019

No resource mapping or drilling has been carried out so far in 2019.

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Nordic Mining ASA

Munkedamsveien 45 A, Vika Atrium N–0250 Oslo Norway Phone: +47 22 94 77 90 www.nordicmining.com

Clarksons Platou Securities AS

Munkedamsveien 62c N-0270 Oslo Norway Phone: +47 23 11 20 00 securities.clarksons.com

SpareBank 1 Markets AS

P.O. Box 1398 Vika N-0114 Oslo Norway Phone: +47 24 14 74 00 www.sb1markets.no

Kvale Advokatfirma DA

P.O. Box 1752 Vika N-0122 Oslo Norway Phone: +47 22 47 97 00 www.kvale.no

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