Minerals for  
a sustainable future  
ANNUAL REPORT 2023  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
2
ANNUAL REPORT 2023  
A forward-looking resource company  
with integrated operations in exploration,  
extraction and production of high-end  
minerals and metals  
CONTENTS  
CEO’s report  
3
5
Sustainable mining  
Operations: Engebø – rutile and garnet  
Operations: Strategic assets and initiatives  
Board of Directors’ report  
7
12  
14  
19  
20  
21  
The Board of Directors  
The Management team  
Corporate governance  
FINANCIAL STATEMENTS  
Consolidated statement of profit or loss  
Consolidated statement of comprehensive income  
Consolidated statement of financial position  
Consolidated statement of changes in equity  
Consolidated statement of cash flows  
Notes to the consolidated financial statements  
Corporate accounts for Nordic Mining ASA  
Responsibility statement by Directors  
Auditor’s report  
26  
27  
28  
29  
30  
31  
52  
62  
63  
66  
67  
Financial calendar 2024  
Articles of association  
SAFETY | ENVIRONMENT | INNOVATION  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
3
ANNUAL REPORT 2023  
CEO’S REPORT  
A global call for more minerals  
Dear shareholder,  
has been high and gradually increasing. Several  
major construction milestones were passed such  
as completion of the 220-meter vertical ore shaft  
from the top of the open pit down to the  
underground chamber for the primary crusher.  
A new access road from the process area to the  
mining service area was finalized, comprising  
major groundworks. Comprehensive foundation  
work was accomplished for all the major  
buildings in the process area, and mechanical  
installation started up.  
2023 brought further instability and uncertainty  
than any of us had expected. The Middle East  
crisis with ongoing conflict has caused the world  
to be more uncertain than before. In Europe,  
Russia’s invasion in Ukraine has developed into  
a long-term war causing an even further division  
of the global political visions and long-term  
values. Energy and minerals are emerging as  
political measures in international conflicts.  
The result of the abovementioned events led to  
a global economic downturn impacting most  
industries, including the mining sector. However,  
despite the economic downturn, we notice that  
there are several new initiatives related to new  
technologies in the mining sector. Major mining  
companies are leading the way in seeking new  
technologies and methods for greener and more  
sustainable mining operations. Security for supply  
of needed and critical minerals and materials has  
been a common theme from many authorities in  
the western world. On the other hand, capital  
available for the mining sector has been scarce  
and there are few signs of an early recovery.  
Since the early start of physical pre-construction  
activities, we have had no Lost Time Injuries in  
the project. Accepting our vulnerability and the  
inherent risks embedded in a mining project is  
key. Our focus on safety is woven into the fabric  
of our team and partners and is even more  
important in the remaining phases of the  
construction.  
2023 also marked the start-up of a long-term  
recruitment campaign, gradually establishing  
the organization that will run the day-to-day  
operations at Engebø. We are pleased to  
recognize the solid interest from many potential  
candidates in joining the team and writing  
industrial history in Norway. While Engebø is  
being constructed and commissioned, a new  
team is being established in Sunnfjord, growing  
the culture of a new long-term producer of  
industrial minerals.  
Engebø fully financed, construction  
halfway to completion  
March 2023 will remain as a historic milestone  
for Engebø when full project financing was  
completed after a NOK 1 billion share issue in  
Nordic Mining ASA. Since then, the activity level  
 
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4
ANNUAL REPORT 2023  
ESG and circularity, at the mercy  
of nature  
Looking ahead: a long term  
sustainable mineral producer  
As a new miner in Norway, we need to strike an  
important balance. In our drive towards becoming  
a mineral producer with a record low carbon  
footprint, we need to balance the impact our  
operations will have on nature and biodiversity.  
Last year, we kicked off several new initiatives to  
explore alternative use of waste rock and tailings.  
These included initial agreements (MoU) for  
production of Pyrite and possible use of tailings  
material in a new carbon friendly cement techno-  
logy. The drive toward a greener society also  
opens new markets for waste rock, for example,  
we see interesting potential ahead related to use  
of high-density rock from Engebø as ballast  
material in the offshore wind industry in Europe.  
The Inflation Reduction Act (IRA) and the Critical  
Raw Materials Act (CRMA) are both specific and  
decisive actions to secure critical raw material  
value chains. The importance of a localized value  
chain and the ability to secure strategic minerals  
from friendly and stable nations has continued  
to increase. The lists over critical and strategic  
minerals have been expanded and underlined  
by the major countries in the western world.  
Engebø Rutile and Garnet will become a  
prominent supplier and a global player within  
two strategic industrial minerals. Further it will  
be the only garnet producer in Europe and the  
second (after Ukraine) producer of rutile. Hence  
the strategic position of Engebø as a long-term  
producer in Europe and with excellent logistics  
to overseas markets has improved beyond what  
we expected just a few years ago.  
Together with DNV and Asplan Viak we are  
pioneering a new method for dynamic tracking  
of biodiversity. In an interactive system we are  
tracking gains and losses of biodiversity in our  
habitats, on land and in the marine environment.  
This approach has commenced during  
construction and will be a living part of our  
operations going forward.  
During the 16 years of developing a greenfield  
mine in Norway, the first in nearly four decades,  
we have gained significant experience and  
competence that we intend to leverage in our  
future pathways towards building new mineral  
industry. We will review our strategy and position  
to embark on new assets, building new mineral  
industry for a sustainable future.  
Nordic Mining has been an active promoter of  
the Canadian ESG scorecard system Towards  
Sustainable Mining (TSM) that has been  
developed by the Mining Association of Canada.  
We intend to report according to TSM from the  
day we start operating at Engebø and will seek  
to adapt the TSM to comply with and include  
other internationally recognized standards for  
ESG.  
Ivar S. Fossum  
CEO  
 
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ANNUAL REPORT 2023  
Sustainable mining  
Minerals for a sustainable future  
Minerals and metals are essential for the global  
economy and provide crucial raw materials for  
industry and daily use. The global demand for  
minerals is increasing. With population growth  
and the transition towards low carbon energy,  
this trend is forecast to steadily increase.  
The mining industry plays a key role in enabling  
sustainable development by providing raw  
materials to improve living standards and  
contribute to green technologies. With growing  
demand, transformation towards sustainable  
mining is more important than ever. To achieve  
this, the industry must reduce its environmental  
and social footprint, and take climate action.  
By adopting systems to avoid, reduce, restore,  
and compensate negative impact, the mining  
industry can become more sustainable.  
The implementation of the Towards Sustainable  
Mining (TSM)1 initiative in Norway is an  
important step to achieve this. TSM is a globally  
recognized sustainability program that supports  
mining companies in managing key environmental  
and social risks. The Norwegian Mineral  
Industry Association is leading the work of  
bringing this score card system to the Norwegian  
mining industry. This means that Norwegian  
mines must report according to eight TSM  
protocols related to community and people,  
environmental stewardship, and energy  
efficiency. The mine will be given a score based  
on several performance indicators, where  
A-level is considered to reflect industry best  
Illustration: www.tsminitiative.com  
 
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6
ANNUAL REPORT 2023  
practice. The reporting will start in 2024 and the  
first scores will be made publicly available in  
2025. Nordic Mining is implementing TSM for its  
operations and with the target of A-level. We  
believe that TSM will drive sustainable change  
in the mining sector. The system originated in  
Canada and is now being adopted around the  
world.  
ENVIRONMENT AND BIODIVERSITY  
Mining is in general land and water intensive with  
the potential to affect wildlife and vulnerable  
species. The loss of biodiversity is happening at an  
alarming rate around the world. There is a growing  
recognition that biodiversity is a global asset of  
great value to humanity’s economic and social  
development. The UN Convention on Biological  
Diversity has released The Post-2020 Global  
Biodiversity Framework2, to guide actions to put  
biodiversity on a path to recovery by 2030.  
ENERGY EFFICIENCY AND  
SOCIAL RESPONSIBILITY  
Our sustainability goals  
CLIMATE ACTION  
Mining companies are often located alongside  
communities that are dependent on the mine to  
maintain its livelihood through employment and  
social functions. This places a large responsibility  
on the mining companies to provide a safe and  
predictable future for the communities. By supporting  
economic diversification and education enabled  
through employment and upskilling the local  
workforce, companies can contribute to enhancing  
the community’s resilience.  
The United Nations Sustainable Development  
Goals (”SDGs”) define universal targets to  
address global challenges. Nordic Mining’s  
sustainability goals are based on these goals to  
drive economic, environmental, and social  
performance. We focus on eight goals where  
Nordic Mining’s activities can have a positive or  
negative contribution, and where we will focus  
on enhancing positive effects. Our goals are  
integral parts of all stages of project development  
from exploration, development, production, and  
closure.  
The impact of climate change is widely recognized.  
The Paris Agreement sets ambitious goals to limit  
global warming to below 2°C and the European  
Union aims to be a climate neutral economy by  
2050. Realizing a low-carbon future requires a  
large-scale transition to clean energy sources such  
as solar photovoltaic (”PV”), wind, hydroelectric  
and geothermal heat. Mining companies play a vital  
role in supplying minerals for transitioning to green  
energy. The manufacture of solar panels, wind  
turbines, and batteries and electrical vehicles will  
shape the supply and demand for critical minerals  
for the foreseeable future. Although clean energy  
initially will consume substantially more metals, the  
carbon emissions for these technologies are only a  
fraction (6%) of the emissions generated by  
fossil-based technologies4.  
In 2022 Nordic Mining adopted a goal of net  
biodiversity gain3 for our operations. We are  
implementing management systems to avoid,  
reduce, and restore loss of biodiversity from our  
activities. Where we are not able to fully restore  
loss, we are exploring and identifying ways to  
compensate.  
Nordic Mining aims to be the primary employer in  
the communities in which we operate, by contribu-  
ting with long-term local employment, education  
and positive impact on people’s livelihood. We  
honor the wellfare of these communities, also post  
mining, by supporting initiatives to promote new  
development.  
1. www.tsminitiative.com  
2. www.cbd.int  
Extractive waste is one of the biggest environmental  
challenges facing the mining sector. Nordic Mining  
will use best available techniques for waste  
management to reduce environmental risk and  
promote safe deposition of waste. We will maximize  
resource utilization, explore backfill options and  
contribute to innovation to find alternative use of  
waste materials for existing or new value chains.  
Nordic Mining will contribute to green technologies  
with our mineral production. Our goal is net zero  
emissions from our operations. We will implement  
systems to reduce energy consumption and  
explore solutions to avoid fossil fuel dependency  
leveraging the availability of renewable hydropower  
in Norway. We are committed to being transparent  
regarding the carbon footprint, by publicly disclosing  
carbon emissions from our operations and providing  
benchmarking data for our products when available.  
By collaborating with suppliers and customers,  
we aim to reduce emissions throughout the value  
chain.  
Nordic Mining goals include building platforms,  
sharing meaningful information, and creating  
forums where good interaction with communities  
and key stakeholder can take place based on  
transparency and trust. We will respect the cultural,  
political, and social diversity in areas where we  
operate and value local knowledge and capabilities  
in building joint solutions between the Company  
and the community.  
3. Net-gain means that the positive contribution outweighs  
the negative impact on biodiversity from the operation  
4. https://pubdocs.worldbank.org/en/  
961711588875536384/Minerals-for-Climate-  
Action-The-Mineral-Intensity-of-the-Clean-Energy-  
Transition.pdf  
 
NORDIC MINING  
CONTENTS  
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BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
7
ANNUAL REPORT 2023  
OPERATIONS  
ENGEBØ  
– rutile and  
garnet  
In March 2023 Nordic Mining secured  
funding to bring one of the world’s  
largest resources of natural rutile in a  
dual mineral project (“Engebø” or the  
“Engebø Project”) into commercial  
production. Construction of the  
Engebø Project, by the subsidiary  
Engebø Rutile and Garnet AS,  
progressed well during the year and  
the Company capitalized costs of  
NOK 1.1 billion related to the  
construction of the Engebø Project.  
The Engebø Project is on track to  
start production at the end of 2024.  
 
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ANNUAL REPORT 2023  
steel structures starting to arrive at the Project  
site and Normatic AS started earthing installations  
along with concrete foundation work for the  
process plant.  
In February 2023, the Company entered into  
agreements for long lead mechanical packages  
for the Engebø Project. Fabrication of the  
increasing biodiversity in the region. A Biodiversity  
Action Plan has been developed in collaboration  
with consultants from DNV and Asplan Viak.  
The biodiversity data will be made publicly  
available. In 2023 the Engebø Project used the  
scoring system for biodiversity for the first time  
while the construction was ongoing.  
Final investment decision for Engebø  
in 2023, following completion of  
project financing  
packages started after completion of the project  
financing for the Engebø Project. The agree-  
ments were made with leading global suppliers  
of sustainable solutions for the mineral industry.  
The contracts for long lead packages for the  
process plant ensured access to technical docu-  
mentation needed for completion of the detailed  
engineering of the process plant at Engebø.  
Engebø Rutile and Garnet AS entered in  
February 2023 into a USD 55 million investment  
agreement with the mining investment firm  
Orion Resource Partners («Orion»). The  
investment comprised a USD 50 million  
non-dilutive royalty instrument, which was  
drawn in November 2023, to Engebø Rutile and  
Garnet and USD 5 million in equity to Nordic  
Mining ASA. In March 2023, the remaining  
equity component of the project financing  
package for the Engebø Project was successfully  
secured in a private placement of NOK 940  
million in Nordic Mining ASA. The private  
placement was resolved by the extraordinary  
general meeting and board of directors on 3  
March 2023 and contributed to Engebø Rutile  
and Garnet AS on 8 March 2023. The private  
placement was an important milestone as it  
marked the final investment decision for the  
Engebø Project by securing the expected  
funding required to fund all remaining costs and  
expenditures to bring the Engebø Project into  
commercial production.  
In the months leading up to the summer holiday  
in July 2023, the Engebø Project completed  
several milestones, closing out several risks  
related to HSE, capital expenditure and  
schedule.  
The Biodiversity Action Plan will be optimized  
over time and used as a tool to ensure we reach  
our biodiversity targets. The Plan will be used to  
ensure we meet annual reporting requirements  
from authorities, investors, standards such as  
TSM and internal goal set by Nordic Mining.  
•
Completed ore conveyor primary crushing  
chamber, and new bypass tunnel for  
improved operational flexibility.  
The building application for the administration  
building and workshop buildings was submitted,  
with concrete work for these buildings starting-  
up in late February 2023.  
•
•
Completed new 3 km access road to the  
mining service area.  
Completed raise bore drilling of ore vertical  
pass with diameter of 4.5 meters and 220  
meters length to the top of Engebø with collar  
positioned at 285 meters above sea level.  
Geotechnical safety measures completed on  
rockfaces at the process plant area and in  
primary crushing chamber.  
Completing soil cover at ”Stommelshaugane”  
to reuse fertile soil from the process area.  
Finalized mining service area base plot.  
Erected admin and workshop building with  
roof and walls fully enclosed.  
In order to ensure that the construction phase  
meet our standards on sustainability,  
Taking action to ensure  
a Construction Environmental Management  
Plan («CEMP») has been implemented. Potential  
environmental risks are identified, and action  
plans are prepared to reduce the risk of  
environmental incidents, accidents and to  
enhance performance.  
sustainability at Engebø  
•
•
Nordic Mining is taking a proactive approach to  
ensure that the Engebø Project will be developed  
based on the high standards for sustainability.  
We are in the process of adopting the Towards  
Sustainable Mining («TSM») initiative for the  
Engebø Project. Nordic Mining aims to reach an  
A-level for the Engebø Project and will report  
according to the system when we are in  
operation. We are implementing a comprehensive  
Environmental and Social Management System  
(«ESMS») for the Engebø Project. Through the  
ESMS we aim to ensure that the Project  
adheres to permits and regulation and best  
international practices5 from construction,  
operation, and closure.  
•
•
During 2023 we have started a Water Steward-  
ship Program. This program is being developed  
in collaboration with the leading mining  
consultancy firm SRK. The program is built  
around the Water Balance Model, Water Impact  
Assessment, and the Water Management Plan  
for Engebø. To understand how Engebø  
potentially can impact surrounding watersheds  
this work will continue in 2024 and be an  
important focus throughout Engebø operation.  
Engebø construction work  
In June 2023, Sunnfjord Municipality approved  
the first building application for comminution  
and wet processing plant. The milestone  
enabled further construction work at Engebø.  
The concrete works for the comminution and  
wet processing started immediately after the  
application approval.  
progressing; on track to start  
production at the end of 2024  
In November 2023, the Company informed the  
market that the Engebø Project had commenced  
mechanical installation at several areas of the  
process plant at Engebø and had already  
ramped up their site management and onboarded  
several installation teams.  
The Engebø Project has an ambitious goal of  
biodiversity net gain for life of mine. We will work  
to reduce, restore, and compensate biodiversity  
loss for the Project footprint. If we are not able to  
restore 100 percent, we will compensate by  
The four lump-sum EPC contracts with  
Sunnfjord Industripartner AS, Åsen & Øvrelid  
AS, Nordic Bulk AS and Normatic AS were fully  
activated in March 2023.  
In September 2023, The Structural, Mechanical,  
Piping and Platework (SMPP) contractor Nordic  
Bulk AS had presence at site with prefabricated  
5. The ESMS is made in accordance with the IFC  
Performance Standards.  
 
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To learn and control how we impact the  
environment, a comprehensive environmental  
monitoring program has been developed using  
state of the art technology. Monitoring is  
ongoing to supervise potential effects from  
construction activities related to airborne dust,  
vibrations and noise, and risk for emissions to  
fjord surface water and fresh-water bodies. In line  
with the provisions of the environmental permit,  
baseline monitoring in the fjord prior operation  
has been done throughout 2023, soft and  
hardbottom, beach zone, water quality and  
sedimentation rate monitoring has been done  
for Engebø and has secured valuable information  
on the fjord status prior to production start-up at  
Engebø.  
waste. To address this, Engebø has an  
Due to its high purity it can be used directly in  
chlorination plants to make titanium pigment or  
as feed for titanium metal production. Other  
sources of raw materials such as ilmenite, must  
go through additional processing steps and  
upgrading. This is done through carbon  
intensive leaching or smelting processes that  
increases the climate footprint and produces  
substantial amounts of waste.  
electrified mining operation. The Engebø Project  
has a target of net zero GHG emissions. To  
achieve this goal, Nordic Mining has initiated the  
development of a Climate Strategy Plan  
together with SRK.  
approved Waste Management Plan. The plan  
builds on the EU’s Best Available Techniques for  
extractive waste management6. The Waste  
Management Plan aims to ensure that proper  
measures and procedures are in place to reduce  
effects on the environment, and any resultant risks  
to human health related to our waste rock and  
seabed tailings facility. The plan also addresses  
measures to reduce and utilize waste streams.  
Minviro, UK has carried out an independent Life  
Cycle Assessment («LCA») of the rutile product  
to be produced at Engebø. The LCA is a  
cradle-to-gate assessment and it covers all  
stages of the production of natural rutile  
concentrate from Engebø. The study calculates  
the Global Warming Potential («GWP») and  
covers scope 1, 2 and 37 calculations of GHG  
emissions. The GWP impact of the Engebø  
Rutile was determined to be 0,17 kg CO2 eq. The  
main drivers of the GWP are the consumption of  
diesel in the mining operation and the explosive  
consumption related to the ore extraction.  
Engebø Garnet is an industrial mineral suitable  
for water jet cutting applications. Water jet  
cutting is an efficient high precision cutting  
process used for cutting a wide range of  
materials including plastics, glass to steel.  
The cutting technology provides a safe and  
environmentally friendly alternative as it can be  
done without any chemicals or heat, and  
produces no vapor, smoke, or airborne dust.  
Since Garnet particles are trapped in water in  
the cutting process, they can be filtered out to  
be recycled or safely disposed after use. Garnet  
is a silica free, non-toxic product and can be  
safely handled by operators.  
We have a long-term planning perspective for  
the Engebø mining operation. A conceptual  
closure and reclamation plan was completed  
early in 2022 and outline a management system  
to ensure that we can successfully rehabilitate  
the mine site at closure. In line with our  
biodiversity goal, we aim for a high degree of  
restoration to return the area to nature and  
enable meaningful use for the local population’s  
post-closure.  
The Company will ensure that the communities  
and other stakeholders that are potentially  
affected by our operations are well informed and  
are given opportunities to engage with us. We  
will work proactively to understand people’s  
needs and concerns and seek solutions to  
mitigate these throughout the construction  
phase and into operation. In 2023 the resource  
group had two meetings and information  
meetings in Kvammen and Vevring was held  
quarterly. During the second information  
meeting noise was a concern from stakeholders  
in both Kvammen and Vevring. Engebø did a  
noise investigation and reported back the  
results from the investigation to the community.  
The investigation showed that noise levels  
during construction was well within permit limits.  
The few occasions with noise close to or over  
permit limit was confirmed to not be related to  
activity at the construction site.  
Minviro conducted a benchmarking study to  
compare rutile from Engebø with a wide range of  
titanium-bearing feedstocks, including other  
natural rutile products, synthetic rutile, and  
titanium slag. The analysis showed that the  
GWP impact of the Engebø Rutile was superior  
and substantially lower than the alternative  
sources. Result from the GWP benchmarking is  
summarized in the graph on the next page.  
Supplying sustainable products  
Engebø Rutile will be a source of raw material  
for several end use products that can positively  
impact human life. Titanium is contributing to  
human health by its use as long-lasting implants  
in the human body. It is also used in creating  
more healthy living environments, when used in  
concrete to capture air pollution. Titanium  
metal plays a role in lowering carbon footprint.  
The metal is used in constructing light weight  
airplanes to lower their fuel consumption and  
carbon emissions. It is also a critical ingredient  
for equipment to withstand high temperatures  
and corrosion in geothermal energy plants.  
Contribution to fight climate change  
The Engebø mining operations has a limited  
Green House Gas («GHG») emission footprint  
due to available hydroelectric power in the area  
and a tight infrastructure with minimal transpor-  
tation. The annual GHG emissions are  
calculated to be 3085 tCO2eq. per annum and  
6. Best Available Techniques (BAT) Reference Document  
for the Management of Waste from Extractive Industries  
in accordance with Directive 2006/21/EC.  
an energy consumption of 0,08 TWh. SRK  
Study from 2020 showed how the Project will  
achieve an 85% reduction in GHG emissions by  
replacement of gas dryers with electrical dryers.  
The main source of GHG for the Project is diesel  
consumption from the mining fleet. Nordic Mining  
has investigated options for electrification of the  
fleet and will when feasible transition to a fully  
7. Scope 1: Direct GHG emissions (e.g. furnace off-gas,  
combustion of fuels) Scope 2: Indirect GHG emissions  
from consumption of purchased electricity, heat, or  
steam (e.g. emissions embodied in grid power) Scope 3:  
Other indirect emissions such as the extraction and  
production of purchased materials and fuels, transport-  
related activities in vehicles not owned or controlled by  
the reporting entity, and outsourced activities.  
In general, natural rutile is an environmentally  
superior raw material for the titanium raw  
material industry compared to other sources.  
One of the greatest challenges in the mining  
industry is to sustainably manage extractive  
 
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3.3  
The license regulates operational scope,  
in chemical consumption will have lower impact  
on the environment than the previously planned  
consumption. The decision was confirmed by  
the Ministry of Climate and Environment in  
November 2021 concluding that the complaints  
received in relation to the revised discharge  
permit do not provide any basis to revoke or  
change the permit. The decision from the Ministry  
of Climate and Environment is final and cannot  
be appealed.  
Global Warming Potential  
methodology and procedures to secure safe and  
efficient production of the mineral resources and  
follows the strict regulation practice for Norwegian  
mining operations which implies high standards  
for environment, health, and safety. The operating  
license completes the main regulatory framework  
required for the project, including extraction  
permits, approved zoning plan for the mining  
and processing areas and the environmental  
permit. The operational license was activated  
towards the Directorate of Mining in November  
2022, following start of construction work of  
conveyor tunnel, primary crushing chamber, and  
preparatory work to drill the vertical ore pass.  
2.3  
2.2  
kgCO2 eq. per kg product concentrate  
2.0  
0.79  
Norwegian Government won against  
NGOs claiming Engebø Rutile and  
Garnet’s granted disposal permit  
being null and void  
0.5  
0.41  
0.17  
On January 10th, the Oslo District Court ruled in  
favor of the Norwegian state in the case where  
the environmental NGO’s Naturvernforbundet  
and Natur og Ungdom summoned the state  
claiming that the disposal permit and the  
discharge permit for the Engebø rutile and garnet  
project are null and void. The NGO’s have  
appealed part of the claim to the Borgarting  
Court of Appeal.  
Natural  
rutile  
Natural  
rutile South  
Africa  
Titanium  
slag  
Natural  
rutile  
Titanium  
slag South  
Africa  
Synthetic  
rutile  
Titanium  
slag  
Synthetic  
rutile  
In June 2020, the Company submitted, after  
extensive test work proving that the consumption  
of chemicals could be significantly reduced, an  
application to the Environment Agency for  
substitution of chemicals from the original  
environmental permit of 2015. In January 2021,  
the Agency granted the revised environmental  
permit, commenting that the significant reduction  
Engebø  
Canada  
Australia  
India  
China  
Australia  
the Municipality Body of Complaints in April  
2022 following an appeals process. The approved  
building permit for infrastructure groundworks  
with already approved demolition permit for  
existing buildings and agreement with county  
road authority, completes the formal require-  
ments for starting construction work at Engebø.  
Approval of waste management plan  
completes the main regulatory  
permits  
In June 2023 the Company received approval of  
the waste management plan for the Engebø  
deposit from the Norwegian Environment Agency  
and the discharge permit was amended with the  
management plan and adjusted accordingly.  
In May 2022, the Ministry of Trade, Industry and  
Fisheries («MTIF») resolved that Nordic Mining’s  
operating license is maintained as granted with  
full rights to the Engebø deposit, confirming the  
resolution from the Directorate of Mining from  
June 2020 and later confirmed in November  
2020. The decision from MTIF is final and cannot  
be appealed. The operating license is granted for  
the life of mine of the project which includes an  
open pit and underground phase, however, with a  
possibility for revision of conditions after 10 years.  
In 2023, building permits for general and  
process plant buildings were approved  
according to finalization of detail engineering by  
the EPCs and in line with the construction plan.  
In February 2022, Sunnfjord Municipality  
approved the building permit for all infrastructure  
groundworks for the Engebø Project. The permit  
is in line with the UDFS and the EPC contracts.  
All building permit complaints were rejected by  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
11  
ANNUAL REPORT 2023  
metric tonnes of garnet concentrate in the  
5-year contract period, with a target of 825,000  
metric tonnes, which is the full planned garnet  
production the first 5-years of production.  
Further to the initial garnet offtake, the parties  
shall discuss extension of the cooperation,  
comprising for example joint marketing, sales,  
and distribution of garnet from the Engebø  
Rutile and Garnet Project. The consideration  
under the garnet offtake agreement will be  
based on a pre-agreed price schedule.  
waterjet machines in 2023 was strong, particularly  
in North America where the economy showed  
remarkable strength.  
Nordic Mining won against Arctic  
Mineral Resources (”AMR”) on all  
counts in the Supreme Court  
Long-term fundamentals for rutile and  
garnet supply continue to be strong  
In 2023, the titanium industry faced diverse  
conditions. Titanium pigment, which makes up  
roughly 90% of titanium feedstock demand,  
experienced continued softness from H2 2022.  
We have observed western pigment producers  
acting disciplined, adjusting production rates  
according to subdued demand. In China, it is  
reported that pigment production increased and  
with accelerating exports, resulted in raising  
market share.  
AMR has lost in two court cases vs Engebø  
Rutile and Garnet (“ERG”), claiming that ERG  
does not have exclusive rights to all minerals in  
the Engebø deposit. The court ruled that AMR  
shall pay all legal expenses. The ruling of the  
appeal court was appealed to the Supreme  
Court. The Supreme Court’s appeals committee  
decided in March 2023 that the appeal will be  
heard before the Supreme Court.  
There is currently no production of garnet in  
Europe and the global supply of high-quality  
garnet for high-end applications has over the  
last years been short of the demand. The existing  
main producers are in Australia, China, India,  
and South-Africa. Regulatory measures  
introduced by the Indian government in 2016  
continue to affect a substantial part of the Indian  
garnet production.  
In 2022, Nordic Mining, through its wholly  
owned subsidiary Engebø Rutile and Garnet  
AS, entered into two rutile offtake agreements.  
After full oral arguments before the Supreme  
Court over 5 days in late January 2024, the  
Norwegian Supreme Court ruled in favour of  
Nordic Mining on all counts. The court has also  
ruled that AMR shall pay all legal expenses. With  
this ruling the litigation from AMR is at an end.  
Pigment demand started to improve in Q4 2023,  
and it is reported that this continues going into  
H1 2024. Pigment inventories currently remain  
low. Natural rutile prices have declined  
throughout 2023 and average pricing for 2023  
was reported to be just below US$ 1,400 /  
mt FOB.  
It is uncertain when and to what extent Indian  
production will re-enter the market. In the USA,  
domestic production is significantly short of the  
demand.  
In June 2022, it entered into a 5-year rutile  
offtake agreement with Iwatani, a reputable  
Japanese trading house. As part of the  
agreement, Iwatani made an equity investment  
of NOK 191.7 million in Nordic Mining ASA for  
the Engebø Project at the time of signing. The  
offtake agreement is for the sale of 20,000  
tonnes per annum of natural rutile from the  
Engebø Project over 5 years based on the  
market price, with commercial terms, for 95%  
natural rutile concentrate and adjusted for actual  
TiO2 content.  
As argued by Nordic Mining and the Norwegian  
Government, the ruling concluded that all  
minerals in the Engebø deposit ore are owned  
by the Norwegian state. As a consequence,  
Nordic Mining, through the mining rights granted  
by the state, has a sole and exclusive right to  
mine the Engebø deposit, including titanium and  
garnet. AMR has never had any claim or rights in  
the deposit.  
Demand in the welding and titanium metal  
segments remained strong especially in the  
titanium metal sector. Due to continued high  
demand from the aviation sector, titanium metal  
producers are at their maximum capacity levels  
and announcing increasing production  
capacities.  
In October 2022, Engebø Rutile and Garnet AS  
signed the final rutile offtake agreement. The  
consideration under the rutile offtake agreement  
will be based on the market price for 95% natural  
rutile concentrate, adjusted for actual TiO2  
content, as determined from TZMI index or  
annual price discussions between the parties.  
Several major rutile deposits are expected to be  
depleted in the coming years, while an increase  
in titanium sponge and metal produced at  
western producers is expected. Nordic Mining is  
well positioned to supply rutile, a critical mineral,  
to this segment.  
Long-term offtake agreements  
secured for all production from  
Engebø  
In January 2023, Nordic Mining, through its  
wholly owned subsidiary Engebø Rutile and  
Garnet AS, entered into a global exclusive  
offtake agreement for the full planned garnet  
production from Engebø for the first 5 years of  
production. The offtake agreement is for the  
supply and delivery of minimum total of 762,500  
Global demand for garnet abrasives increased  
in 2023 but there were significant regional  
fluctuations. This was most notable in Europe  
due to the war in Ukraine. The sale of new  
These three offtake agreements are expected to  
cover substantially all the planned production for  
the first five years of both rutile and garnet.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
12  
ANNUAL REPORT 2023  
OPERATIONS  
STRATEGIC  
ASSETS  
AND  
INITIATIVES  
In addition to Nordic Mining’s flag-  
ship project at Engebø, the Group  
continues its engagement in other  
strategic initiatives. This includes  
exclusive exploration rights to a  
quartz deposit in Norway and  
patented rights for a new technology  
for production of alumina which are  
jointly owned with the Institute for  
Energy Technology.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
13  
ANNUAL REPORT 2023  
alumina/calcium-rich rocks such as anorthosite.  
The technology includes a carbon consumption  
process-step allowing for a low carbon footprint.  
Following the CRMA initiative from EU, titanium  
metal has been listed as a critical and strategic  
material in EU. Nordic Mining has completed a  
preliminary conceptual study of future production  
of titanium sponge from the Engebø rutile  
deposit. A possible future engagement to  
establish new production of titanium sponge will  
likely be organized as a separate unit in the  
Group.  
HIGH PURITY QUARTZ  
TITANIUM  
– Positioning for a new era in IT and  
sustainable energy  
– Advance materials  
Nordic Mining’s subsidiary Engebø Rutile and  
Garnet AS will produce high grade natural rutile  
with substantially lower carbon footprint  
compared with peering producers of titanium  
feedstock. In addition, the rutile from Engebø  
has low levels of radioactive elements like  
Uranium and Thorium, making it ideal for  
production of high-quality titanium metal.  
Nordic Mining has exclusive exploration rights  
to a hydrothermal quartz deposit in the Kvinnherad  
municipality in western Norway. The rights are  
held jointly with another multinational industrial  
company. The quartz from the deposit has been  
sampled and tested to qualify for applications in  
the semiconductor and solar photovoltaic  
industry. Solar energy is expected to be one of  
the largest energy sources for electricity in 2030.  
NM expects the forecasted demand for  
semiconductors and solar cells will call for  
increased and sustainable supply of high purity  
quartz.  
With the granting of the AlSiCal project an  
ambitious 4-year work plan is in place to further  
develop the patented technology. The AlSiCal  
Project consortium consists of 16 international  
partners from 9 countries and will finalize its  
work in Q2 2024. (https://www.alsical.eu/.)  
SEABED MINERALS  
– Research and Knowledge Building  
Nordic Mining has taken pioneering initiatives  
related to seabed mineral exploration and  
knowledge building in Norway. Nordic Mining  
participated in the MarMine project on marine  
mineral resources which was concluded in 2020.  
The project was coordinated by the Norwegian  
University of Science and Technology. The  
Norwegian Research Council granted NOK  
25 million to the project which had a strong  
industrial basis and participation, with an  
exploration cruise including mineral sampling  
and assessments related to seabed mineral  
operations having been executed in selected  
areas along the Mid-Atlantic Ridge. After a  
strategic review, the Company has decided to  
pause its engagement in seabed mineral  
exploration, focusing on strategic growth  
initiatives onshore.  
ALUMINA  
– Sustainable Technology  
Development  
Nordic Mining has since 2009 been engaged in  
development of a new technology for alumina  
production as a sustainable alternative to the  
current production. The technology has  
successfully been developed together with  
Institute for Energy Technology («IFE») and has  
been patented in several countries including  
Norway, USA, Canada and with the European  
Patent Office. In June 2019, the Company  
announced that the EU’s Horizon 2020 program  
has granted EUR 5.9 million for the AlSiCal  
project to further develop the patented  
technology. AlSiCal is an ambitious research  
and innovation project to further research,  
develop and de-risk the technology. Bauxite  
mining and processing are known to have  
substantial environmental impact due to  
production of toxic waste, considerable carbon  
emissions and extensive land use. The new  
technology is an innovative alternative based on  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
14  
ANNUAL REPORT 2023  
FINANCIAL PERFORMANCE  
For comparison, numbers in brackets relate to  
the comparable period in 2022.  
BOARD OF DIRECTORS’ REPORT  
The Engebø Project is under construction and  
the Group has, so far, no sales revenues from  
operations. Reported operating loss for 2023  
was NOK -46.5 million (NOK –45.9 million),  
with around NOK –27.2 million resulting from  
non-capitalizable operating costs related to the  
development and construction of the Engebø  
Project.  
Nordic Mining’s (the «Company») assets comprise the following subsidiaries (jointly, the «Group»):  
•
•
•
Engebø Rutile and Garnet AS (100%): Engebø Project  
Nordic Quartz AS (100%): High-purity quartz  
Nordic Titanium AS (100%): Titanium  
ment. The deposit also contains significant  
quantities of high-quality garnet. The Engebø  
expected life of mine is 39 years, consisting of  
15 years of open pit mining followed by 24 years  
of underground mining. Favorable location,  
topography and local hydropower enables  
efficient and climate friendly production of  
high-quality natural rutile and garnet.  
Engebø Project, comprising equity, senior  
INTRODUCTION AND OVERVIEW  
Nordic Mining is a resource company with focus  
on high-end industrial minerals and metals. The  
Group is undertaking a large-scale industrial  
development at Engebø on the west coast of  
Norway where it has mining rights and permits  
to a substantial eclogite deposit with rutile and  
garnet. In addition, the Group holds interests in  
other initiatives at various stages of development.  
This includes patented rights for a new technology  
for production of alumina and landowner  
agreement for exploration and development of a  
high purity quartz deposit in the Kvinnherad  
Municipality in Norway. Nordic Mining’s project  
portfolio is of high international standard and  
holds significant economic potential. The assets,  
and in particular the wholly owned Engebø Project,  
hold significant economic potential and provide  
a solid value basis for Nordic Mining’s share-  
holders. For more information about the Group’s  
Projects, see page 7-13 of this annual report.  
Net financial items were NOK 0.4 million for  
2023 (NOK 248.3 million), with the main  
financial items being net gain on foreign  
exchange related to the bond loan, Bond  
secured bond, and non-dilutive royalty financing.  
The project financing package is expected to  
fund all costs and expenditures to bring the  
Engebø Project into commercial production.  
The proceeds from the senior secured bond is  
not fully released from the Bond Escrow  
Account and future releases are subject to  
certain pre-disbursement conditions precedent  
before the proceeds can be released to the  
Project.  
Escrow and royalty liability of NOK 31.0 million,  
other foreign exchange loss of NOK 5.0 million,  
interest on Bond Escrow and bank deposits of  
NOK 26.1 million, and costs from financing of  
NOK –55.0 million. Please see note 7 for further  
information. Borrowing costs on bond loan, net  
of interest on Bond Escrow, following satisfaction  
of financing conditions in March 2023 and  
borrowing costs on the royalty liability has been  
capitalized under Mine under construction, in  
total NOK 92.6 million for 2023.  
Offtake agreements that are expected to cover  
substantially all the planned production for the  
first five years have been secured. In 2022  
Engebø Rutile and Garnet AS entered into  
offtake agreements for rutile, and in January  
2023 Engebø Rutile and Garnet AS entered into  
an exclusive offtake agreement for up to the full  
planned garnet production from Engebø for the  
first 5 years of production. Further to the initial  
garnet offtake, the parties shall discuss extension  
of the cooperation, comprising for example joint  
marketing, sales, and distribution of garnet from  
the Engebø Project. The consideration under  
the garnet offtake agreement will be based on a  
pre-agreed price schedule.  
Following completion of project financing of the  
Engebø Project the four lump-sum EPC  
(“Engineering, Procurement and Construction”)  
contracts with Sunnfjord Industripartner AS,  
Åsen & Øvrelid AS, Nordic Bulk AS and  
Normatic AS were fully activated. During 2023  
construction progressed well and the Company  
capitalized costs of NOK 1.1 billion related to the  
construction of the Engebø Project. In the fourth  
quarter of 2023 mechanical installation at  
several areas of the process plant commenced,  
site management was ramped up and several  
installation teams were onboarded. The Engebø  
Project is on track to start production at the end  
of 2024.  
Reported net loss was NOK –46.1 million for  
2023, compared to a net profit of NOK 202.4  
million for 2022 driven by realized gain on sold  
stake in the Finnish lithium project Keliber Oy  
of NOK 283.8 million.  
GROUP PROJECTS  
In 2023, the Group capitalized NOK 1.1 billion  
on the balance sheet under Mine under  
construction for direct costs related to the  
construction work at Engebø, up from NOK  
Engebø Rutile and Garnet  
The Engebø deposit has among the highest  
grades of rutile (TiO2) compared to existing  
producers and other projects under develop-  
In March 2023, Nordic Mining secured the final  
part of the project financing package for the  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
15  
ANNUAL REPORT 2023  
288.4 million in 2022. Nordic Mining’s consolidated  
carrying amount for Mine under construction  
was NOK 1.4 billion as of 31 December 2023  
(31 December 2022: NOK 288.4 million).  
measures in accordance with the operating  
license. Please see note 15 and 16 for further  
information.  
granted for the life of mine of the project which  
includes an open pit and underground phase,  
however, with a possibility for revision after 10  
years. The license regulates operational scope,  
methodology and procedures to secure safe  
and efficient production of the mineral resources  
and follows the strict regulation practice for  
Norwegian mining operations which implies  
high standards for environment, health, and  
safety. In January 2021, the Agency granted the  
revised environmental permit, commenting that  
the significant reduction in chemical consumption  
will have lower impact on the environment than  
the previous planned consumption. The  
decision was confirmed by the Ministry of  
Climate and Environment in November 2021  
concluding that the complaints received in  
relation to the revised discharge permit do not  
provide any basis to revoke or change the  
permit. The decision from the Ministry of  
Climate and Environment is final and cannot be  
appealed. This completed the main regulatory  
framework required for the project, including  
extraction permits, approved zoning plan for the  
mining and processing areas and the environ-  
mental permit. The zoning plan for the mining  
and processing areas, including detailed  
regulations, and the environmental permit for the  
project are finally granted with no possibilities  
for appeal.  
Chief Financial Officer with the assistance of  
Sumit Up AS, which has been engaged to  
provide accounting services. The Board has  
established rules governing the authorizations  
of the CEO, and the CEO has established rules  
governing the authorizations of the CFO.  
Nordic Mining’s total assets as of 31 December  
2023 was NOK 3.1 billion (31 December 2022:  
NOK 1.5 billion), and total equity was NOK 1.5  
billion (31 December 2022: NOK 454.5 million).  
Net cash outflow from operating activities for  
2023 was NOK –41.0 million as compared to  
NOK –48.8 million in 2022. Net cash flow from  
the Group’s investment activities related to  
investment in Mine under construction for 2023  
year was NOK –885.1 million (NOK –233.7 million).  
Note that the cash flow amount does not include  
capitalized net borrowing costs or outstanding  
payables , both of which are booked on the  
balance sheet under Mine under construction.  
Please see note 15 for further information  
related to the Bond Escrow account. In March  
2023, the Group finalized the remaining part of  
the project financing for the Engebø Project in a  
private placement with gross proceeds of NOK  
940 million followed up by a subsequent offering  
with gross proceeds of NOK 81.9 million, and in  
November 2023 the Group completed the  
drawdown of NOK 536.8 million under the  
Royalty Agreement resulting in net cash flow  
from financing activities for the 2023 of NOK 1.4  
billion (NOK -62.5 million) after payment of  
transaction costs related to the share issues of  
NOK –41.5 million and interest and financing  
fees of NOK –112.4 million. Interest on the bond  
loan of NOK 88.7 million is included in interest  
and financing fees.  
Nordic Mining’s cash balances are deposited in  
bank accounts in Norwegian Kroner (NOK),  
United States Dollars (USD), Euro (EUR) and  
Australian Dollars (AUD). The Group’s main  
foreign currency exposure relates to its bond  
loan, royalty liability and Bond Escrow, all of  
which are denominated in USD. The Group’s  
future revenue is expected to a large extent be  
denominated in USD, with a significant percent-  
age of income taxes, operating expenses, capital  
expenditures and future dividends in NOK. The  
Group has therefore a large part of the financial  
indebtedness in USD, to reduce the overall  
economic currency risk related to the Engebø  
Project. Net investment hedge accounting will  
be considered applied, when possible, to reduce  
effects of foreign exchange translation in the  
Group’s Profit and Loss. The group had no  
outstanding foreign exchange hedges or  
instruments at year-end 2023.  
Based on current forecasts and plans, the Board  
considers that the Group’s financing and  
working capital is satisfactory to secure  
payment of financial obligations for at least 12  
months from the time of this report. The Board  
confirms that the financial statements have  
been prepared on the basis of a going concern  
assumption and in accordance with section  
3-3a of the Accounting Act.  
RISK MANAGEMENT  
The Group is exposed to a number of risks that  
may affect its business, including political and  
regulatory, market, operational and financial risks.  
In the opinion of the Board, the Company has  
implemented management systems that are  
satisfactory to address risk management and  
internal controls for the current stage of the Group.  
Political and regulatory risk  
The Group has significant debt through its USD  
100 million bond and its USD 50 million royalty  
instrument, but neither is impacted by interest  
rate fluctuations. The bond has a fixed interest  
rate of 12.5% and the royalty instrument  
payments are not tied to interest rates. The  
group had no outstanding interest rate hedges  
at year-end 2023.  
Nordic Mining depends as resource company in  
the mining industry on permits and licenses  
from relevant authorities.  
Whether and when permits will be granted, and  
the terms and conditions stipulated related to  
regulatory matters, are not fully within the  
Group’s control.  
The Group’s cash and cash equivalents as of  
31 December 2023 was NOK 635.0 million  
(31 December 2022: NOK 164.7 million). In  
addition, the Group had NOK 1.1 billion on  
restricted Escrow account for bond and NOK 8.4  
million on restricted account pledged toward  
Directorate of Mining (”DirMin”) for clean-up  
In May 2022, the Ministry of Trade, Industry and  
Fisheries («MTIF») resolved that Nordic  
Mining’s operating license is maintained as  
granted with full rights to the Engebø deposit,  
confirming the resolution from the Directorate of  
Mining. The decision from MTIF is final and  
cannot be appealed. The operating license is  
Financial risk  
Financial risk includes liquidity risk, currency  
risk and interest rate risk. The Group’s liquidity  
management is coordinated by the Group’s  
Liquidity risk  
Liquidity risk is the risk that the Group will not be  
able to pay its financial obligations as they fall  
 
NORDIC MINING  
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BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
16  
ANNUAL REPORT 2023  
due. The Group has so far used a mix of equity  
financing and royalty financing to meet liquidity  
requirements related to financial obligations, to  
cover operational losses, and for investments.  
including extreme weather events and natural  
disasters, as well as transition risks, including  
emerging policy and legislation, technological  
innovation and market and reputation risk. For  
details on the Group’s strategy for Environmental,  
Social and Governance («ESG») see Environ-  
mental and Social Governance on page 16.  
The Group endeavors to maintain a high  
standard of corporate governance with an  
emphasis on integrity, ethical guidelines and  
respect for people and the environment.  
Development of the Group’s projects is carried  
out in accordance with laws and regulations and  
good international industry practice9.  
The Group has not identified any issues  
regarding human rights, labor rights and social  
conditions, anti-corruption or environmental  
footprint that deviates from its standards.  
Market risk  
Mineral prices can be affected by factors such  
as changes in supply and demand, global  
economic developments, competition etc. which  
are beyond the Group’s control. Further, there is  
a risk that not all the Group’s products can be  
sold at favorable terms and conditions. Mitigating  
these market risks are done by measures which  
include e.g. business strategies and selling in  
different geographies and industries, pricing  
structures and fixed volumes in long-term  
offtake agreements.  
The Group had as of 31 December 2023  
NOK 902.2 million in interest-bearing debt,  
comprising USD 100 million senior secured  
bond measured at amortized cost using the  
effective interest method.  
CORPORATE GOVERNANCE  
The Group’s principles for corporate governance,  
ethical guidelines and a general management  
structure are based on the principles of «The  
Norwegian Code of Practice for Corporate  
Governance». Reference is made to page 21 for  
the Board’s report on corporate governance.  
In March 2023, Nordic Mining secured the final  
part of the project financing package for the  
Engebø Project comprising equity, senior secured  
bond, and non-dilutive royalty financing. The  
project financing package is expected to fund all  
costs and expenditures to bring the Engebø  
Project into commercial production. While the  
funding is expected to be sufficient, the project  
is exposed to material cost overruns, delays  
and/or negative foreign exchange movements  
that could necessitate additional funding in  
order to bring the project to completion. The final  
release of the bond proceeds from the Bond  
Escrow account is subject to certain pre-  
disbursement conditions precedent before the  
proceeds can be released to the Project. Failure  
to fulfill the conditions precedent for release of  
funds could jeopardize the Groups’ ability to  
finalize the project as it is dependent on the  
funding on the Escrow account.  
In July 2022, the Norwegian Transparency Act  
entered into force, requiring companies to  
conduct human rights due-diligence assess-  
ments across their operations, supply chains,  
and business partners. The Group support and  
respect internationally proclaimed human and  
labor rights and is committed to implement and  
enforce systems and practices to minimize any  
risks of infringement associated with human and  
labour rights. Nordic Mining’s reporting on the  
Norwegian Transparency Act is available on the  
Company’s website.  
Operational risk  
Mineral extraction is a high-risk activity. Generally,  
few investigated areas develop into producing  
mining operations. Long-term returns in Nordic  
Mining will depend on the success of the Group’s  
exploration, development, and operational  
activities.  
Nordic Mining’s corporate governance policy is  
founded on prevailing statutory and regulatory  
requirements and corporate governance is  
implemented through processes and control  
measures established to protect the interests of  
the Company’s shareholders and other  
stakeholders.  
Nordic Mining is exposed to normal business risk  
associated with contracts with various suppliers.  
The Company has assessed its relations with, and  
payments to and from, governmental institutions  
in accordance with section 3-3d of the Accounting  
Act. For more information, see Note 27 in the  
consolidated financial statements.  
Climate-related risks  
The Board of Directors is responsible for  
ensuring that adequate governance structures  
and management systems are in place to  
ensure that environmental and social issues are  
managed in accordance with the Group’s  
policies, international standards, as well as  
prevailing permits and regulations.  
Sustainability is integrated and embedded into  
Nordic Mining’s strategy and decision-making  
processes. The Group’s Sustainability Policy  
states that the aim is to reach an A-level  
performance standard for all our operations  
according to the Towards Sustainable Mining  
(«TSM») Standard. Comprehensive Environ-  
mental and Social Management Systems  
(«ESMS») to avoid, mitigate, restore and  
compensate environmental and climate impacts  
are implemented for all projects. Overall, the  
climate-related financial risk for Nordic Mining is  
considered to be low with limited risk for stranded  
assets basis current legislation. Climate-related  
financial risks can be described as physical risks,  
ENVIRONMENTAL AND SOCIAL  
GOVERNANCE  
The bond agreement has a financial covenant  
stipulating that Engebø Rutile and Garnet shall  
at all times maintain cash on its accounts  
(includes cash on the Bond Escrow account) of  
no less than USD 15 million. A breach of the  
covenant could result in a default under the  
agreement.  
The Group’s strategy for Environmental, Social  
and Governance («ESG») is related to its  
projects and is founded on four main pillars:  
•
•
•
•
Business ethics and anti-corruption  
Environment and climate responsibility  
Social responsibility  
9. All projects are developed in accordance with IFC  
performance standards.  
Safe and healthy work environment  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
17  
ANNUAL REPORT 2023  
•
•
•
Promptly manage conflicts of interest  
between personal and professional  
relationships.  
No acceptance for any form of discrimination  
of employees or others involved in the  
Group’s activities.  
Ensure that Policy commitments are made  
known to all employees, contractors,  
consultants, officers, and directors of the  
Group.  
Promote accountability for adherence to  
the Policy.  
•
Restore and compensate loss of biodiversity  
with the long-term goal of net biodiversity  
gain.  
Support conservation of ecosystem  
services.  
Business ethics and anti-corruption  
Fair play, honesty, and openness are important  
values for Nordic Mining. Our ability to create  
value is dependent on applying high ethical  
standards in relation to the market, its owners,  
employees, partners, stakeholders, customers,  
and suppliers.  
•
•
OUR COMMITMENTS  
Promote development of innovative  
solutions to alleviate environmental impact.  
Minimize footprint of extractive waste.  
Contribute to innovation to develop use of  
waste rock and tailings as raw materials for  
existing or new value chains.  
Use best available techniques for waste  
management to promote safety and reduce  
environmental risk.  
Be energy efficient by implementing  
management practices and routines for  
reducing energy consumption and encourage  
innovative solutions for energy saving.  
Work towards zero emission for our  
operations, and contribute to reducing value  
chain emissions by collaboration with  
suppliers and customers.  
Publicly disclose greenhouse gas emissions  
from Group’s operation and provide  
benchmarking data on emissions for  
products when possible.  
•
•
•
Establish relations based on transparency,  
trust, and respect with communities and  
•
•
stakeholders in the areas where we operate.  
Form platforms for meaningful information  
sharing, interaction, and engagement with  
communities and stakeholders.  
Respect the cultural, political, and social  
diversity of communities and value local  
knowledge and capabilities in building joint  
solutions.  
•
•
•
•
Provide mechanisms to report unethical  
conduct.  
OUR COMMITMENTS  
•
•
•
Promote honest and ethical conduct of all  
employees, officers, directors, and persons  
acting on behalf of the Group.  
Compliance with all applicable government,  
regulatory and stock exchange laws, rules,  
and regulations.  
Promote transparency through fair, accurate,  
understandable, and timely disclosure of  
information internally and in public  
communication.  
Environment and Climate responsibility  
Nordic Mining is committed to sustasinable  
exploration, development, and extraction of  
minerals. We aim to reach an A-level-performance  
standard for all our operations according to the  
Towards Sustainable Mining («TSM») Standard.  
Comprehensive Environmental and Social  
Management Systems («ESMS») are  
•
•
Identify, analyze, and mitigate negative  
impact on communities’ health and well-being.  
Promote initiatives to strengthen economic  
diversification and positive impact on  
communities, which contribute to their  
development and resilience.  
•
•
•
•
Recognize the right of access to land and  
water for Indigenous peoples, and respect  
their cultures, customs, heritage, and  
livelihood.  
Promote open and timely consultation with  
Indigenous peoples.  
implemented for all projects to ensure that our  
commitments are met.  
•
•
•
Ensure ethical interactions with government  
officials and local communities.  
Zero tolerance of any form of bribery,  
corruption, and facilitation payments.  
Ensure that employees endeavor to deal  
fairly and responsibly with the Group’s  
customers, suppliers, and competitors.  
No person may use, or contribute to others  
using, insider information about Group or  
other companies to subscribe for or trade in  
securities, either privately or on Group’s  
behalf.  
Social responsibility  
Our social responsibility is closely linked to the  
local communities where the Group operates.  
Minerals are often found in sparsely populated  
areas where mineral production opens new  
opportunities for local development and value  
creation. Nordic Mining’s goal is to build primary  
companies that have positive impact on  
people’s livelihood, education, and work  
opportunities. The Group will actively engage with  
communities and project stakeholders to build  
sustainable relations throughout the life of mine.  
Safe and healthy work environment  
The employees are the Group’s most important  
resource. A pro-active approach in health and  
safety matters have high priority and will form an  
integral part of the planning and development  
activities going forward.  
•
OUR COMMITMENTS  
•
Conduct comprehensive environmental  
impact assessments and utilize state of the  
art environmental monitoring technology to  
identify environmental risk.  
Implement management systems to assess,  
avoid, reduce, and monitor negative impact  
on environment and biodiversity throughout  
the project cycle.  
•
Any person receiving confidential information  
entrusted to them by the Group shall keep  
such information confidential also after the  
person leaves the Group.  
•
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
18  
ANNUAL REPORT 2023  
process which will be developed in line with the  
Group’s growth and progress going forward.  
four (five) men and no (one) women. Sick leave  
in 2023 was less than 1.4%, and no safety  
issues were recorded.  
In April 2023, the Company completed a  
subsequent offering of 136,544,091 shares of in  
total 216,666,667 shares available in the  
offering, at a subscription price of NOK 0.60 per  
share. Following registration of the new share  
capital the Company’s share capital was NOK  
1,300,938,393 divided on 2,168,230,655  
shares, each with a par value of NOK 0.60.  
ORGANIZATIONAL MATTERS  
At the end of 2023 Nordic Mining had 24  
employees (10), of which 21 (6) are employed in  
the subsidiary Engebø Rutile and Garnet AS,  
and 3 (4) are employed in the Company. The  
employee base of the Group consisted of nine  
women and fifteen men. In ERG the manage-  
ment team consisted of five women and two  
men.  
SHAREHOLDERS AND  
OUR COMMITMENTS  
CAPITAL SITUATION  
•
Build operations with safety embedded in the  
culture and mindset of the way we work and  
conduct business.  
Nordic Mining has one class of shares, each  
with a nominal value of NOK 0.60 as at year-end  
2023 and after a reverse split with a ratio of 20:1  
in March 2024 the nominal value changed to  
NOK 12. The Company’s shares are listed on  
Euronext Expand Oslo and may be traded  
without restrictions. The Company had 14,000  
registered shareholders at year-end with around  
37% of the shares held by shareholders  
domiciled outside of Norway.  
•
•
Map and analyze hazards and risks  
associated with our activities and products.  
Employ measures necessary to eliminate,  
reduce, or control the risks of injuries and  
health issues related to work environment.  
Promote well-being and mental health of  
employees.  
Promote mutual respect among employees  
regardless of an individual’s ancestry, race,  
gender, religious beliefs, or sexual orientation.  
Create inclusive workplaces, in which  
employees feel valued and are enabled to  
reach their full potential.  
In March 2024, Nordic Mining completed a  
reverse split with a ratio of 20:1. Following  
registration of the new share capital and reverse  
split the Company’s share capital is NOK  
1,300,938,396 divided on 108,411,533 shares,  
each with a par value of NOK 12.  
The Board of Nordic Mining consists of three  
men and two women. Kjell Roland has been  
Chair of the Board since 2019 and a board  
member since 2012. The composition of the  
Board will be evaluated in connection with the  
annual general meeting in line with customary  
procedures.  
•
•
PARENT COMPANY  
In March 2023, Nordic Mining completed a  
private placement of 1,566,666,667 shares with  
gross proceeds of NOK 940 million to secure  
remaining equity component of the project  
financing package for the Engebø Project of  
USD 277 million. As a result of the private  
placement the convertible loan with accrued  
interests, in total NOK 139,621,875, was  
converted to 232,703,125 shares at the same  
subscription price as in the private placement.  
FINANCIAL RESULTS  
The net profit for the parent company Nordic  
Mining ASA for 2023 was NOK 50.8 million  
(NOK 399.5 million). As per 31 December 2023,  
the total equity for the parent company amounted  
to NOK 2.0 billion (NOK 873.3 million).  
•
•
The Company facilitates equal opportunities for  
professional and personal development  
regardless of gender. The Company has a  
reasonable gender balance and strives to  
maintain a good working environment. The  
Management team at the end of 2023 comprised  
No tolerance for harassment or  
discrimination.  
The Board proposes that the year’s profit of  
NOK 50,780,096.37 in Nordic Mining ASA shall  
be transferred to retained earnings.  
Goals and further work  
Nordic Mining’s work on sustainability and corpo-  
rate governance is a dynamic and continuous  
Oslo, 23 April 2024  
The Board of Directors of Nordic Mining ASA  
Kjell Roland  
Kjell Sletsjøe  
Deputy chair  
Eva Kaijser  
Board member  
Benedicte Nordang  
Board member  
Tom Lileng  
Board member  
Ivar S. Fossum  
Chair  
CEO  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
19  
ANNUAL REPORT 2023  
THE BOARD OF DIRECTORS  
Kjell Roland  
Chair  
Kjell Sletsjøe  
Deputy Chair  
Eva Kaijser  
Board Member  
Benedicte Nordang  
Board Member  
Tom Lileng  
Board Member  
Kjell Roland holds a Master of Science  
degree from the department of  
Kjell Sletsjøe holds a Master of Science  
in Civil Engineering from the University  
of Science and Technology in Trondheim,  
Norway and an MBA from Colombia  
University in New York, USA. Sletsjøe  
has comprehensive international  
management experience from mining,  
coatings, and construction industries as  
well as from consulting. He has been  
CEO of 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  
Eva Kaijser holds a Bachelor of Science  
in Business Administration and  
Economics with advanced studies in  
Finance from the University of  
Benedicte Nordang is a Naval Architect  
with a Master of Science from the  
Norwegian Institute of Technology. She  
has more than 30 years’ experience  
from the offshore industry, including  
various management positions from  
Equinor ASA and Aker Marine  
Contractors. Nordang has held board  
positions in the mining industry for more  
than 10 years, including Nussir ASA  
and Wega Mining ASA. She currently  
works as Chief Engineer Project  
Tom Lileng holds an MBA and Bachelor  
of Science in Finance from Florida  
Atlantic University. Mr. Lileng was most  
recently Managing Director of General  
Oriental Advisory. He has broad  
financial background from the global  
financial services industry including  
from UBS, SPI Funds and Santander  
Asset Management. Mr. Lileng is a  
Norwegian citizen and resides in  
Switzerland.  
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 of Norfund (the Norwegian  
government’s investment fund for  
developing countries) from 2006–2018.  
Roland co-founded ECON in 1986  
and was partner and CEO in ECON  
Management AS and ECON Analysis  
for more than two decades. As  
Stockholm, Sweden. Kaijser has 25  
years of experience from the mining  
industry, whereof 11 years in the Boliden  
group in various positions including top  
management. Kaijser has been CFO in  
Northland Resources, CEO in Nordic  
Mines and CFO in Nynas. Eva Kaijser  
runs an investment and consulting  
business, alongside with being a board  
member in listed and private companies.  
Kaijser is a Swedish citizen and resides  
in Stockholm, Sweden.  
Management & Control at Equinor ASA.  
Nordang is a Norwegian citizen and  
resides in Oslo, Norway.  
consultant, he has worked on macro-  
economics, energy and environmental  
issues for private companies,  
served on several boards in Europe and  
Asia. He now serves as board member  
of several companies. Sletsjøe is a  
Norwegian citizen and resides in  
governments, and international  
organizations such as the World Bank  
and the Asian Development Bank.  
Roland is a Norwegian citizen and  
resides in Oslo, Norway.  
Sandefjord, Norway.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
20  
ANNUAL REPORT 2023  
THE MANAGEMENT TEAM  
Ivar S. Fossum  
Jens Gisle Schnelle  
Maurice Kok  
Kenneth Nakken Angedal  
Managing Director  
Trond Langeng  
CEO  
Interim CFO  
Commercial Director  
Manager Resource and  
Development  
Engebø Rutile and Garnet  
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.  
Schnelle holds a Master of Science in  
Business and Economics from BI  
Norwegian Business School in Oslo,  
Norway. He has more than 12 years of  
financial analysis and management  
experience in the shipping industry. He  
has previously held the position of  
Group Finance Manager in Eitzen  
Chemical ASA and Chief Financial  
Officer and Acting Chief Executive  
Officer in Team Tankers International  
Ltd. Schnelle is a Norwegian citizen and  
resides in Oslo, Norway.  
Kok holds a Master of Science in  
Business Administration from Erasmus  
University in Rotterdam, the Netherlands.  
He has more than 15 years’ experience  
in sales, marketing, and business  
development positions in Elkem,  
TiZir/Eramet and Kalbar Operations.  
He has been involved with mining  
projects in Senegal and Australia, at  
an early stage ahead of operations  
commencing. Kok is a Dutch citizen and  
resides in Haugesund, Norway.  
Angedal holds a Bachelor of Automation  
Technology, Control Engineering from  
the Western Norway University of  
Applied Science. Angedal has had the  
position as Project Manager for the  
Engebø Project from August 2018 to  
January 2022. He has broad manage-  
ment 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. Angedal  
is a Norwegian citizen and resides in  
Førde, Norway.  
Langeng holds a Master in Resource and  
Bedrock Geology from the Norwegian  
University of Science and Technology  
(NTNU) in Trondheim, Norway. He has  
experience as an exploration geologist in  
Capella Minerals Norway AS. Besides  
planning and conducting geological  
projects, he also has experience with  
community relations and permitting.  
Langeng is a Norwegian citizen and  
resides in Oslo, Norway.  
 
NORDIC MINING  
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CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
21  
ANNUAL REPORT 2023  
CORPORATE  
GOVERNANCE  
Proactive and transparent corporate  
governance is essential for aligning  
the interests of our various stake-  
holders. The Board of Directors  
(the «Board») of Nordic Mining ASA  
(«Nordic Mining» or the «Company»)  
believes that good corporate gover-  
nance drives sustainable business  
conduct and long-term value creation.  
Nordic Mining’s framework for  
corporate governance has been  
implemented to decrease business  
risk, maximize shareholder value,  
and utilize the Company’s resources  
in an efficient and sustainable manner  
for the benefit of shareholders,  
employees, and society at large.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
22  
ANNUAL REPORT 2023  
and ores, mining activity, technology develop-  
ment, activities that may be associated  
herewith, and participation in other companies  
anywhere in the world.”  
For information of equity issues in 2023 and to  
the date of this report, as well as the status of  
authorizations from the general meeting to the  
Board to increase the share capital of the  
Company, reference is made to the Board of  
Directors’ Report.  
provisions of the Norwegian Public Limited  
Companies Act assign the following functions to  
the general meeting:  
Implementation and reporting on  
corporate governance  
Nordic Mining targets to comply with the  
principles in the Norwegian Code of Practice for  
Corporate Governance (the ”Corporate  
Governance Code”) where applicable and will  
explain possible deviations. The Company’s  
corporate governance framework is subject to  
annual reviews and discussions by the Board.  
•
Election of members of the Nomination  
Committee.  
It is the responsibility of the Board to define clear  
objectives, strategies, and risk profiles for the  
Company’s business activities and to ensure that  
these support value creation for shareholders.  
The Board evaluates these objectives, strategies,  
and risk profiles at least annually. More details  
on Nordic Mining’s activities and strategies are  
presented in the Board of Directors’ Report on  
pages 14–18 of this annual report.  
•
•
Election of members of the Board.  
Election of the external auditor and approval  
of the auditor’s remuneration.  
Equal treatment of shareholders and  
transactions with related parties  
There were no significant transactions between  
the Company and related parties in 2023,  
except for ordinary commercial transactions  
with subsidiaries. All transactions between the  
Company and related parties are on arm’s  
length basis.  
•
•
•
Adoption of the annual accounts and the  
Board of Directors’ Report.  
Resolve any distribution of dividend  
recommended by the Board.  
Consideration of any other items on the  
agenda in the notice of the general meeting.  
The Corporate Governance Code, last revised  
on 14 October 2021, is available on the  
Norwegian Corporate Governance Committee’s  
website (www.nues.no). The objective of the  
Corporate Governance Code is that companies  
listed on regulated markets in Norway will  
practice corporate governance that regulates  
the division of roles between shareholders, the  
Board, and executive management  
Nordic Mining owns 100% of the shares in the  
subsidiaries Engebø Rutile and Garnet AS,  
Nordic Quartz AS and Nordic Titanium AS  
(jointly ”the Group”).  
Any recommendation made by the Board to  
waive the pre-emption rights of existing  
shareholders to subscribe for shares in the  
event of an increase in share capital will be  
justified. In the opinion of the Board, satisfactory  
arguments and information have been provided  
regarding such deviations from existing  
shareholders’ priority rights related to equity  
issues by the Company.  
Nordic Mining’s annual general meeting in 2023  
was held on 25 May 2023. The date of the  
forthcoming annual general meeting is 23 May  
2024.  
(”Management”) more comprehensively than  
is required by legislation.  
Equity and dividends  
As per 31 December 2023, the Group’s equity  
amounted to NOK 1.5 billion, which is equivalent  
to 49% of the total assets. The Board assesses  
the Company’s capital structure on a regular  
basis to ensure adequate liquidity for prioritized  
activities and funding for the Group’s planned  
construction projects.  
Notices of general meetings is published as  
stock exchange releases and made available at  
the corporate website at least 21 days in  
advance of a general meeting. The Company’s  
annual report is published at the corporate  
website at least 21 days prior to the annual  
general meeting. General meeting notices  
outlines the agenda matters and are distributed  
in Norwegian with an English translation to  
foreign shareholders.  
As an issuer of shares on Euronext Expand  
Oslo, Nordic Mining complies with and operates  
in accordance with rules governing the  
Norwegian stock exchange, including the at any  
time applicable rules of Continuing Obligations  
of Oslo Rule Book II Section 4.4, as well as the  
corporate governance principles and practices  
as required by the Norwegian Accounting Act  
section 3-3b. The Company has fulfilled its  
corporate governance reporting requirements.  
Shares and negotiability  
Nordic Mining has one class of shares, and all  
shares carry equal rights. The Articles of  
Association do not contain any provisions  
restricting the exercise of voting rights.  
Nordic Mining plans to implement a competitive  
dividend policy with the objective of providing its  
shareholders with a return on investment at  
minimum comparable with investments with  
similar risk profiles. The return should come in  
the form of cash dividends and/or share  
buyback, if applicable, and increased share  
value. The amount of any dividends to be  
distributed will depend on the Group’s invest-  
ment needs and general development and  
financing of the Company.  
The general meeting vote on each matter  
separately and all shareholders are entitled to  
submit items to the general meeting agenda, to  
meet, speak, and vote, either in person or by  
proxy. The deadline for notifying attendance is  
normally two days prior to the general meeting.  
Further, the Articles of Association place no  
restrictions on the transferability of Nordic Mining  
shares, and the shares are freely negotiable.  
Business  
Nordic Mining’s objectives are defined in the  
Company’s Articles of Association which are  
published on page 66 of this annual report  
as well as at the corporate website  
General meetings  
The shareholders exercise supreme authority in  
Nordic Mining through the general meeting.  
The Company’s Articles of Association and the  
(www.nordicmining.com): ”The object of the  
Company is to carry out exploration for minerals  
 
NORDIC MINING  
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CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
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FINANCIAL STATEMENTS  
23  
ANNUAL REPORT 2023  
The Nomination Committee’s recommendation  
concerning the election of Directors and  
members of the Nomination Committee is  
published together with the notice of the general  
meeting. In line with the Corporate Governance  
Code’s recommendation, it is the Company’s  
policy that the general meeting vote on each  
candidate separately.  
elected by the general meeting for terms of two  
years. As of 31 December 2023, the Nomination  
Committee consisted of the following members  
who all are independent of the Board and  
Management:  
corporate website. Information about Directors’  
remuneration and number of shares held in  
Nordic Mining is provided in Note 24 to the  
consolidated financial statements.  
The Company’s ethical guidelines include rules  
intended to avoid conflicts of interest and  
requires that any person acting on behalf of  
Nordic Mining act honestly and in line with  
principles for good business ethics. The ethical  
guidelines require Directors and Management to  
notify the Board in case they, directly or  
indirectly, hold a material interest in a transaction  
or key matter of the Company or the Group. The  
Board’s consideration of material matters in  
which the Chair is personally involved, or in  
other way is restrained from participating in,  
shall be chaired by the Deputy Chair or another  
Director.  
•
•
•
Ole G. Klevan, Chair  
As of 31 December 2023, and at the date of this  
report, the Board consists of:  
Lawyer/Partner and Head of Industry &  
Energy at the law firm Schjødt  
Torger Lien, Member  
CEO of TSO Holding AS and board member  
of Nord Pool Holding AS and Energy Gmbh  
Brita Eilertsen, Member  
•
•
•
•
•
Kjell Roland, Chair  
Participated in 21 of 21 meetings in 2023  
Kjell Sletsjøe, Deputy Chair  
Participated in 20 of 21 meetings in 2023  
Eva Kaijser, Board Member  
Participated in 21 of 21 meetings in 2023  
Benedicte Nordang, Board Member  
Participated in 19 of 21 meetings in 2023  
Tom Lileng, Board Member  
Nordic Mining has around 14,000 shareholders  
who are widely distributed geographically. The  
Company provides shareholders that are unable  
to attend in person the opportunity to vote on  
every item on the agenda by proxy. To ensure  
that general meetings are conducted professio-  
nally and impartially, the Company’s share  
registrar, DNB Verdipapirservice, assists on  
practical matters in relation to the general  
meeting.  
Non-executive Director for listed and unlisted  
companies  
The Nomination Committee’s duties are to:  
At present, the Company is not required to  
establish an Audit Committee, as governed by  
the Norwegian Public Limited Liability Companies  
Act. Considering the Company’s current phase  
of development, it is the opinion of the Board  
that assessments linked to financial statements  
and remuneration of Management are most  
appropriately undertaken by the Board acting  
as a whole. The Board will continue to assess  
potential benefits of establishing Board  
committees (e.g., Audit Committee,  
•
Prepare recommendations to the general  
meeting concerning the election and  
remuneration of Directors.  
Participated in 7 of 21 meetings in 2023  
Tom Lileng was elected as new board member  
25 May 2023.  
•
Prepare recommendations to the general  
meeting regarding the election of members  
to the Nomination Committee.  
Representatives of the Board and Management  
are represented at the general meetings.  
Normally, the Company’s auditor and legal  
advisor are also present. The general meeting is  
normally chaired by the Chair or the Deputy  
Chair of the Board. In the event of disagreement  
about specific agenda items where the Chair of  
the meeting either supports one of the factions  
or for other reasons cannot be considered  
impartial, Nordic Mining has procedures to  
ensure that the meeting is chaired impartially.  
In such cases, the general meeting will have an  
opportunity to appoint an alternative Chair of the  
meeting to ensure impartiality in relation to the  
item(s) on the agenda.  
The work of the Board  
The Board’s work follows an annual plan which  
is evaluated and approved at or before the start  
of the calendar year. The agenda items reflect  
the Board’s main duties for the overall governan-  
ce of the Group and for the general monitoring of  
the Group’s activities. The Board evaluates its  
performance and expertise at least annually and  
makes the evaluation available to the Nomination  
Committee.  
The Nomination Committee’s recommendations  
contain separate justifications for each  
candidate proposed. Contact details and  
guidelines for the Nomination Committee are  
available at the corporate website.  
Compensation Committee or other) going  
forward.  
Board of Directors; composition  
and independence  
Risk management and internal control  
The Board is responsible for ensuring that the  
Company has good internal control and a  
well-functioning system for risk management  
and social responsibility. The Board’s annual  
plan includes a review of the Company’s risk  
areas and internal control system. In the Board’s  
opinion, the current governance systems  
satisfactorily address risk management and  
internal control.  
As of 31 December 2023, the Board of Directors  
consisted of five members who all are indepen-  
dent of the Company’s major shareholders and  
Management. The Chair of the Board and the  
other Directors are elected by the general  
meeting for terms not exceeding two years.  
The Board has established written instructions  
for its own work and the work of the CEO, and  
the CEO has established instructions for other  
Management. These instructions cover issues  
concerning the Board’s duties and responsibilities,  
the CEO’s duty to inform the Board, and  
procedural rules for the Board’s and Manage-  
ment’s work.  
Nomination Committee  
The Articles of Association stipulates that the  
Company shall have a Nomination Committee  
consisting of three members who shall be  
Further information on each Director is available  
on page 19 of this annual report and at the  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
24  
ANNUAL REPORT 2023  
Management is responsible for establishing and  
maintaining an adequate level of internal control  
regarding the Group’s financial reporting.  
Internal control related to financial reporting is a  
process that is designed to provide reasonable  
certainty that financial reporting is reliable and  
that financial statements are prepared in  
accordance with the International Financial  
Reporting Standards (”IFRS”), as adopted by  
the EU. The accounting principles applied by  
the Group conform to the IFRS as published by  
the International Accounting Standards Boards  
(”IASB”). A summary of significant accounting  
principles as well as discussion of risk factors  
are included in Note 2 and 21, respectively, in  
the consolidated financial statements.  
The Company has engaged Sumit Up AS as the  
Group’s accountant and have established  
routines for accounting work and reporting.  
Nordic Mining has established policies to insure  
both people and property for certain risks as well  
as established a liability insurance for Directors.  
Nordic Mining has developed guidelines  
concerning corporate, social, and ethical conduct  
which are available at the corporate website.  
From the left: Kjell Roland, Eva Kaijser and Kjell Sletsjøe.  
the Board in 2023 is included in Note 24 in the  
consolidated financial statements.  
The key principles underlying the remuneration  
of Management for 2023 have been that total  
remuneration should reflect the responsibilities  
and duties undertaken by each individual in  
Management, as well as contribution to the  
long-term value creation in the Group. In the  
opinion of the Board, it is crucial for Nordic  
Mining to offer competitive salaries and  
Share options have been granted to employees  
in the past. There were no outstanding options  
at year-end 2022 or 2023.  
Remuneration of the Board  
The remuneration of the Board is proposed by  
the Nomination Committee and resolved by the  
general meeting. The remuneration of the Board  
is not linked to the Company’s performance and  
Directors are not granted share options.  
Remuneration of Management  
Pursuant to section 6-16a of the Public Limited  
Liability Companies Act, the Board prepares an  
annual statement on the setting of salaries and  
other remuneration for Management. The  
statement is presented to and considered by  
the general meeting. Any equity-based  
Information regarding remuneration of  
Management in 2023 is presented in Note 24  
in the consolidated financial statements.  
The remuneration of the Board reflects the  
Board’s responsibility, expertise, time commit-  
ment and the complexity of the Company’s  
activities. Information on the remuneration to  
conditions to attract the qualities and expertise  
necessary to promote the strategic development  
of the Group, nationally as well as internationally.  
Pursuant to the new requirements under section  
6–16b in the Public Limited Liability Companies  
Act a more detailed remuneration report will be  
remuneration is resolved by the general meeting.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
25  
ANNUAL REPORT 2023  
prepared for advisory vote by the annual general  
meeting in May 2024.  
dations in the Corporate Governance Code,  
including considerations regarding a possible  
valuation from an independent expert.  
as well as a complete account of any situation  
where there has been disagreement between  
the auditor and Management.  
Take-overs  
Nordic Mining’s Articles of Association do not  
set any measures to limit the opportunity to  
acquire shares in the Company. In the event of a  
take-over bid for Nordic Mining, the Board will  
handle bid in accordance with Norwegian law and  
the Norwegian Code of Practice for Corporate  
Governance and follow the overriding principle of  
equal treatment of all shareholders. Further, the  
Board will strive to ensure that the shareholders  
are given sufficient information and time to assess  
the offer as well as ensure that the Company’s  
business activities are not unnecessarily disrupted.  
Information and communications  
Nordic Mining has adopted guidelines designed  
to ensure that its information policy is based on  
the principles of openness and equal treatment  
of all shareholders and participants in the  
securities market. The objective is to maintain  
accounting and reporting systems in which the  
investors will have confidence.  
Transactions that in effect imply a sale of Nordic  
Mining’s entire business will be subject to  
approval by the general meeting.  
The auditor presents to the Board a review of  
the Company’s control routines and potential  
areas of improvement in relation to accounting.  
When required and at least once a year, the  
auditor meets with the Board without  
Management present.  
The Company has not established other  
principles for potential take-over situations.  
Auditor  
Nordic Mining places importance on indepen-  
dence and has clear guidelines regarding the  
use of other services from external auditors.  
All services from the external auditor, including  
non-audit services, are subject to pre-approval  
as defined by the Board of Directors in line with  
the Public Audit Act that entered into force on  
1 January 2021.  
Management is responsible for communication  
with the capital markets and for relations with  
current and potential new investors. Nordic  
Mining’s financial reports provide comprehensive  
information about the Group’s operations,  
including its major value drivers and risk factors.  
Nordic Mining’s auditor is elected by the general  
meeting and is independent of the Company.  
The general meeting also approves the auditor’s  
remuneration.  
The Board will not seek to prevent any take-over  
unless it believes that the interests of the  
Company and the shareholders justify such.  
The Board will not exercise mandates or pass  
any resolutions with the intention of obstructing  
any take-over bid unless it is approved by the  
general meeting following the announcement of  
the bid.  
The auditor’s work is based on a plan that is  
presented to the Board on an annual basis. The  
auditor attends Board meetings that discuss  
and approve the Group’s and Company’s annual  
reports. At such meetings, the auditor gives a  
statement of any material changes to Nordic  
Mining’s accounting principles and provides an  
assessment of material accounting estimates,  
The financial reports and other information are  
published electronically. All shareholders are  
treated equally in relation to access to financial  
information. Reports, stock exchange releases  
and other presentation material are made  
available at the corporate website.  
Information of the remuneration to the auditor  
in 2023, including breakdown between  
statutory auditing and non-audit services, is  
presented in Note 6 to the consolidated financial  
statements.  
The Board will issue a statement in accordance  
with statutory requirements and the recommen-  
Oslo, 23 April 2024  
The Board of Directors of Nordic Mining ASA  
Kjell Roland  
Kjell Sletsjøe  
Deputy chair  
Eva Kaijser  
Board member  
Benedicte Nordang  
Board member  
Tom Lileng  
Board member  
Ivar S. Fossum  
Chair  
CEO  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
26  
ANNUAL REPORT 2023  
CONSOLIDATED STATEMENT  
OF PROFIT OR LOSS  
Consolidated accounts for  
Nordic Mining  
(Amounts in NOK thousands)  
Note  
2023  
2022  
Payroll and related costs  
Depreciation and amortization  
Other operating expenses  
Operating profit/(loss)  
4,23  
12  
6
(15 082)
(346)
(31 041)
(46 469)
(11 650)
(164)
(34 106)
(45 920)
Fair value gains/losses on investments  
Fair value gains/losses on convertible loan  
Net exchange rate gain/loss (-)  
Financial income  
Financial costs  
Profit/(loss) before tax  
13  
20  
7
7
7
-
3 354
25 911
26 099
(55 002)
(46 107)
283 844
(10 476)
9 590
7 370
(41 996)
202 412
Income tax  
8
-
-
Profit/(loss) for the period  
(46 107)
202 412
(Amounts in NOK)  
Earnings per share  
Basic earnings per share  
Diluted earnings per share  
9
9
(0.51)
(0.51)
17.51
15.09
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
27  
ANNUAL REPORT 2023  
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME  
(Amounts in NOK thousands)  
Note  
2023  
2022  
Net profit/(loss) for the period  
(46 107)
202 412
OTHER COMPREHENSIVE INCOME  
Items that will not be reclassified subsequently to profit or loss:  
Changes in pension estimates, net of tax  
17,25  
536
(1 009)
Other comprehensive income directly against equity  
536
(1 009)
Total comprehensive income/(loss) for the period  
Attributable to the equity holders of the company  
(45 571)
(45 571)
201 403
201 403
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
28  
ANNUAL REPORT 2023  
CONSOLIDATED STATEMENT OF FINANCIAL POSITION  
(Amounts in NOK thousands)  
Note  
31.12.2023  
31.12.2022  
(Amounts in NOK thousands)  
Note  
31.12.2023  
31.12.2022  
ASSETS  
SHAREHOLDERS' EQUITY AND LIABILITIES  
Shareholders' equity  
Share capital  
Share premium  
Other paid-in capital  
Non-current assets  
Mine under construction  
Property, plant and equipment  
Right-of-use assets  
11  
12  
12  
1 377 083
3 062
288 410
1 090
17  
17  
1 300 938
277 928
16 038
139 390
319 430
16 038
1 025
106
Total non-current assets  
1 381 170
289 606
Retained earnings/(losses)  
Other comprehensive income/(loss)  
Total equity  
(62 243)
(3 696)
1 528 965
(16 135)
(4 232)
454 491
17  
Current assets  
Trade and other receivables  
Bond Escrow  
Restricted cash  
14,21  
15  
16  
30 561
1 075 042
8 430
23 297
1 032 597
4 215
Non-current liabilities  
Lease liabilities  
26  
15,21  
18  
466
902 182
517 574
219
-
-
-
Cash and cash equivalents  
Total current assets  
16  
634 984
1 749 017
164 703
1 224 812
Bond loan  
Royalty liability  
Net pension liabilities  
Total non-current liabilities  
25  
1 812
1 812
Total assets  
3 130 187
1 514 418
1 420 441
Current liabilities  
Trade payables  
Bond loan  
Convertible loan  
Other current liabilities  
Total current liabilities  
Total liabilities  
21  
15,21  
20,21  
19  
94 312
-
37 168
850 825
142 976
27 146
1 058 115
1 059 927
Oslo, 23 April 2024  
The Board of Directors of Nordic Mining ASA  
-
86 468
180 780
1 601 221
Kjell Roland  
Kjell Sletsjøe  
Eva Kaijser  
Chair  
Deputy chair  
Board member  
Total shareholders' equity and liabilities  
3 130 187
1 514 418
Benedicte Nordang  
Board member  
Tom Lileng  
Board member  
Ivar S. Fossum  
CEO  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
29  
ANNUAL REPORT 2023  
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY  
Share  
capital  
Share  
premium  
Other-paid-in Other comprehensive  
Accumulated  
Total  
equity  
(Amounts in NOK thousands)  
Note  
capital  
income/(loss)  
losses  
Equity 1 January 2022  
Profit/(loss) for the period  
Other comprehensive income  
Total comprehensive income  
Share issue  
137 695
313 699
16 038
(3 223)
-
(1 009)
(1 009)
-
(218 547)
202 412
-
202 412
-
245 662
202 412
(1 009)
201 403
7 426
-
-
-
-
-
-
-
-
-
-
17  
1 695
139 390
5 731
319 430
Equity 31 December 2022  
16 038
(4 232)
(16 135)
454 491
Equity 1 January 2023  
Profit/(loss) for the period  
Other comprehensive income  
Total comprehensive income  
Share issue  
139 390
319 430
16 038
(4 232)
(16 135)
(46 107)
454 491
(46 107)
536
(45 571)
1 161 548
(41 501)
1 528 965
-
-
-
-
-
-
-
-
-
-
-
536
536
-
-
1 161 548
-
(46 107)
17  
(0)
(41 501)
277 928
-
-
-
-
Transaction costs  
Equity 31 December 2023  
1 300 938
16 038
(3 696)
(62 243)
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
30  
ANNUAL REPORT 2023  
CONSOLIDATED STATEMENT OF CASH FLOWS  
(Amounts in NOK thousands)  
Note  
2023  
2022  
(Amounts in NOK thousands)  
Note  
2023  
2022  
Operating activities  
Financing activities  
Income/loss (-) before income tax  
Depreciation  
(46 107)
346
202 412
164
Share issuance  
17  
17  
20  
20  
15  
18  
1 021 926
(41 501)
-
7 426
-
132 500
(6 089)
(178 782)
-
12  
Transaction costs, share issue  
Gross proceeds from borrowings, Convertible loan  
Transaction costs, Convertible loan  
Transfer to Bond Escrow  
Net proceeds from royalty financing  
Interest paid  
Other financing fees paid  
Payment of lease liabilities  
Net cash from financing activities  
Gain/loss on sale of fixed assets  
Gains/losses on investments  
Gains/losses on on convertible loan  
Interest and fees, loans and borrowings  
Interest Bond Escrow  
Interest income bank deposits  
Interest bank deposits received  
Foreign exchange, net  
117
-
13  
20  
-
(283 844)
10 476
41 961
(5 795)
(1 575)
1 575
(2 442)
(7 285)
(4 215)
(259)
-
0
(3 354)
94 458
(53 517)
(14 335)
14 335
(25 167)
(2 495)
(4 215)
(1 057)
(40 990)
536 820
(88 694)
(23 686)
(439)
15  
16  
-
(17 440)
(151)
(62 536)
26  
1 404 426
Change in working capital  
Transfer to restricted account  
Difference between pension expense and payment  
Net cash used in operating activites  
Net change in cash and cash equivalents  
Cash and cash equivalents at beginning of period  
Effect of exchange rate fluctuation on cash held  
Cash and cash equivalents at end of period  
476 072
164 703
(5 791)
128 347
32 086
4 269
(48 826)
634 984
164 703
Investing activities  
Investment in Mine under construction  
Acquisition of property, plant and equipment  
Proceeds from sale of financial investments  
Sale of property, plant and equipment  
Net cash used in investing activities  
11  
12  
13  
(885 096)
(2 628)
-
359
(887 365)
(233 733)
(921)
474 363
-
Net change in restricted cash  
Restricted cash at beginning of period  
Restricted cash at end of period  
4 215
4 215
8 430
4 215
-
4 215
168 918
Restricted and unrestricted cash at end of period  
643 414
239 709
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
31  
ANNUAL REPORT 2023  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
increase/decrease the royalty liability with  
NOK 41 million. A 10% increase or decrease  
in the future estimated volume would  
increase/decrease the royalty liability with  
NOK 52 million.  
The royalty liability lasts for the entire  
operational life of the mine, with an upper  
limit of 90 years. The current expected life of  
the mine is 39 years, but the life of the mine  
could end up being shorter or longer and  
changes to the expected life of the mine may  
impact the assessment of the royalty liability.  
The Group has the option to reduce the royalty  
rate from 11% to 5.5% on certain conditions in  
2028 or 2029. The buyback fee for such a  
reduction event is based on a calculation  
securing the royalty holder a certain return on  
the reduced portion of the royalty instrument  
for the duration it was held. If the Group  
assesses that a future reduction event is the  
most economic and likely scenario it may  
impact the assessment of the royalty liability.  
Impairment of Mine under construction  
(note 11):  
The Group reviews whether its Mine under  
construction has suffered any impairment  
whenever events or changes in circumstances  
indicate that the carrying amount may not be  
recoverable. An asset is written down to its  
recoverable amount when the recoverable  
amount is lower than the carrying value of the  
asset. The recoverable amount is the higher  
of fair value less expected cost to sell and  
value in use (present value based on the  
future use of the asset).  
All impairment assessments require a high  
degree of estimation, including assessments  
of expected future cash flows from the mine  
and the estimation of applicable discount  
rates. Impairment testing requires long-term  
assumptions to be made concerning  
economic factors such as future production  
levels, market conditions, production  
expense, discount rates and political risk  
among others, in order to establish relevant  
future cash flow estimates. There is a high  
degree of reasoned judgment involved in  
establishing these assumptions.  
The Group did not identify any indications of  
impairment at year-end. Market capitalization  
of the Group was well above the book equity  
and no material negative changes in  
technology, markets, economy, or laws that  
would be expected to affect the assets were  
identified.  
Functional currency:  
The functional currency of all entities in the  
Group is the Norwegian Kroner (NOK). The  
determination of functional currency involves  
judgement to identify the primary economic  
environment in which the entity operates,  
and the management needs to reconsider  
the functional currency of the entity if there is  
a change in events and conditions which can  
determine the primary economic environ-  
ment assessment.  
Significant accounting judgments,  
estimates and assumptions  
The preparation of the Group’s financial  
statements requires Management to make  
judgments, estimates and assumptions that  
affect the reported amounts of revenues,  
expenses, assets and liabilities, and the  
disclosure of contingent liabilities, at the  
reporting date. Uncertainty about these  
assumptions and estimates could result in  
significant risk of a material adjustment to the  
carrying amounts of assets and liabilities within  
the next financial year.  
Key areas of judgment and estimation  
uncertainty:  
•
Royalty liability (Note 18):  
The future royalty payments under the  
Royalty Agreement equal 11% of gross  
revenue from the Engebø Project.  
The royalty liability is therefore subject to a  
high degree of judgment and estimation  
involved in establishing assumptions for the  
estimation of the expected future royalty  
payments. It requires long-term assumptions  
to be made concerning a number of  
economic factors such as future production  
levels, price expectations and market  
conditions. At each reporting period,  
modifications to production plans and price  
expectations are evaluated, and when  
required, a modification gain/loss is  
recognized. A 10% increase or decrease in  
the future estimated mineral prices would  
NOTE 1 - GENERAL INFORMATION  
Nordic Mining ASA
(“the Company”) and its  
subsidiaries (together “the Group”) is a resource  
Company with focus on high-end industrial  
minerals and metals
. The Group is undertaking  
a large-scale construction project at Engebø on  
the west coast of Norway where the Group has  
rights and permits to a substantial eclogite  
deposit with rutile and garnet. The address to  
Nordic Mining’s office is Munkedamsveien 45,  
NO-0250 Oslo, Norway.  
These financial statements were approved for  
issue by the Board of Directors on 18 April 2024.  
NOTE 2 - SUMMARY OF MATERIAL  
ACCOUNTING POLICIES  
Basis of preparation  
Material accounting policies applied in the  
preparation of these consolidated financial  
statements are set out below. These policies have  
been consistently applied unless otherwise stated.  
The consolidated financial statements of Nordic  
Mining
ASA
have been prepared in accordance  
with IFRS Accounting Standards as adopted by  
the EU.  
•
•
The consolidated financial statements have  
been prepared on a historical cost basis with  
some exceptions outlined below; the main  
exceptions being plan assets under defined  
benefit pension plans measured at fair value and  
convertible loan at fair value through profit or loss.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
32  
ANNUAL REPORT 2023  
the currency of the primary economic  
environment in which the entity operates (the  
functional currency). NOK is the functional  
currency of all entities in the Group. NOK is also  
the presentation currency of the Group.  
are expensed in the period in which they are  
incurred.  
Borrowing costs related to the bond loan up to  
the satisfaction of the condition of the Engebø  
Project being fully financed are recognized as  
expense in the income statement. Following the  
satisfaction of the financing conditions on 8  
March 2023, net borrowing costs are capitalized  
as part of Mine under construction.  
directly attributable transaction costs at  
drawdown. After initial recognition the royalty  
liability under the Royalty Agreement is  
subsequently amortized at the effective interest  
rate, and the difference between the drawdown  
received net of transaction costs and the royalty  
payments is recognized as financial cost in the  
income statement, over the period for the  
expected royalty payments. At each reporting  
period, modifications to production plans and  
price expectations are evaluated, and when  
required, a modification gain/loss is recognized.  
Estimated royalty payments due within 12  
months are classified as current liabilities.  
Until construction of the Engebø project is  
completed, amortized cost is recognized as  
borrowing cost and capitalized under Mine  
under construction.  
In the case of the subsidiary Engebø Rutile  
and Garnet AS, it is considered appropriate  
using NOK as the functional currency as  
NOK most faithfully represent the currency of  
the primary economic environment in which  
the entity operates. At this stage there are no  
revenues in the entity. Future revenues from  
the mine will be in USD and functional  
currency will be reassessed once operation  
has started.  
Capitalization of deferred tax assets (Note 8):  
The Group has incurred substantial tax losses  
carried forward. At year-end 2023, the Group  
cannot substantiate that there will be sufficient  
future taxable income to be able to realize the  
Group’s unused tax losses, and therefore the  
Group has not recognized deferred tax assets  
at 31 December 2023. At year-end 2023, the  
Group has NOK 176.1 million in unrecognized  
net deferred tax assets.  
Transactions and balances  
Foreign currency transactions are translated  
into the functional currency using the exchange  
rates at the dates of the transactions. Foreign  
exchange gains and losses resulting from the  
settlement of such transactions, and from the  
translation of monetary assets and liabilities  
denominated in foreign currencies at year-end  
exchange rates, are recognized in the income  
statement.  
Bond loan  
The bond loan is initially recognized at cost, being  
the fair value of the consideration received net of  
issue costs associated with the borrowing  
(inclusive of a 10% discount). After initial recog-  
nition, the bond loan is subsequently measured  
at amortized cost using the effective interest  
method; any difference between proceeds (net  
of transaction cost inclusive of a 10% discount)  
and the redemption value is recognized on the  
income statement over the period of the loan.  
•
Mine under construction  
All expenditure of the construction, installation or  
completion of infrastructure facilities is capitalized  
as Mine under construction. There is a high  
degree of judgment applied in determining  
capitalization versus expensing of cost incurred.  
After production starts, all costs included in Mine  
under construction are transferred to the category  
‘Producing mine’ and other relevant categories.  
Mine under construction is not depreciated until  
construction is completed and the assets are  
available for their intended use. Mine under  
construction is stated at historical cost less  
accumulated depreciation and any impairment.  
Convertible loan  
The Group has upon initial recognition  
designated its convertible loan into the category  
financial liability at fair value through profit or  
loss. The convertible loan is recognized initially  
at fair value. After initial recognition the  
convertible loan is subsequently measured at  
fair value with changes in fair value recognized  
in the income statement. The convertible loan  
has been converted into new shares in Nordic  
Mining ASA in 2023.  
Basis for consolidation  
The consolidated financial statements comprise  
the financial statements of the Company and its  
subsidiaries. The subsidiaries include Engebø  
Rutile and Garnet AS (former Nordic Rutile AS),  
Nordic Titanium AS (former Nordic Ocean  
Resources AS), and Nordic Quartz AS, all 100%  
owned and located in Norway. The accounting  
principles of the subsidiaries have been  
changed when necessary to ensure consistency  
with the policies adopted by the Group. All  
intra-group transactions, balances, income and  
expenses are eliminated.  
Bond Escrow  
The restricted cash balances from the bonds are  
classified as ”Bond Escrow” in the consolidated  
statement of financial position and will first be  
recognized as cash in the consolidated  
statement of financial position once the funds  
are released from the escrow account.  
Royalty liability  
The Group completed in 2023 the drawdown of  
a USD 50 million non-dilutive royalty instrument,  
with future royalty payments under the Royalty  
Agreement equal to 11% of gross revenue from  
the Engebø Project.  
The royalty liability is initially recognized at the  
USD 50 million drawdown received net of  
Cost of equity transactions  
Share issuance cost that is incremental and  
directly attributable to the issue of new shares  
are shown in equity as a deduction from the  
proceeds. When deferred tax assets are not  
recognized, items recorded directly to equity are  
accounted as gross, without any deduction of  
deferred taxes.  
Borrowing costs  
Borrowing costs that are directly attributable to  
the acquisition or construction of the mine are  
capitalized during the period of time that is  
required to complete and prepare the mine for  
its intended use.
Interest income from the Bond  
Escrow is deducted from the borrowing costs  
eligible for capitalization. Other borrowing costs  
Foreign currency translation  
Functional and presentation currency  
Items included in the financial statements of  
each of the Group’s entities are measured using  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
33  
ANNUAL REPORT 2023  
Contingent liabilities  
Contingent liabilities are defined as:  
•
Possible obligations resulting from past  
events whose existence depends on future  
events.  
•
Obligations that are not recognized because  
it is not probable that they will lead to an  
outflow of resources.  
•
Obligations that cannot be measured with  
sufficient reliability.  
Contingent liabilities are not recognized on the  
balance sheet unless arising from assuming  
assets and liabilities in a business combination.  
Significant contingent liabilities are disclosed  
unless the possibility of an outflow of resources  
embodying economic benefits is remote.  
Reference is made to Note 11 and 28 in the  
consolidated financial statements regarding  
contingent liabilities.  
interpretations are expected to have any  
significant impact on the Group’s financial  
statements.  
NOTE 4 - SALARIES  
(Amounts in NOK thousands)  
2023  
2022  
Wages and salaries  
25 970  
11 404  
Social security costs  
4 732  
2 089  
Pension costs defined benefit plan  
512  
734  
Pension costs defined contribution plan  
984  
431  
Board members, etc  
1 840  
1 300  
Other personnel costs  
1 139  
588  
Capitalized payroll costs *  
(20 095)  
(4 896)  
Total  
15 082  
11 650  
Average number of full time employees  
18  
9
*
Directly attributable payroll costs related to the construction of the mine have been capitalized.  
Reference is made to Note 24 for further information about remuneration of Senior Management  
and guidelines for remuneration.  
NOTE 3 - SEGMENTS  
The Group presents segments based on the  
Group’s mineral projects. The only reportable  
segment of the Group is the Rutile and Garnet  
segment. These are the minerals which can be  
produced from the mineral deposit at Engebø.  
The Chief Operating Decision Maker (”CODM”)  
for the segment is the board of Nordic Mining  
ASA.  
New standards, amendments and  
interpretations adopted by the Group  
New standards and amendments to standards  
and interpretations effective from 1 January  
2023 did not have any significant impact on the  
financial statements. This note, note 2 regarding  
material accounting principles, has been  
updated to reflect the change to IAS 1.  
New standards, amendments and interpre-  
tations issued and effective as of 1 January  
2024 not adopted by the Group  
A number of new standards and amendments to  
standards and interpretations are effective for  
annual periods beginning on or after 1 January  
2024 and have not been applied in preparing  
these financial statements. None of these new  
standards and amendments to standards and  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
34  
ANNUAL REPORT 2023  
NOTE 5 - SHARE-BASED COMPENSATION  
On 1 November 2018, the General Meeting of Nordic Mining approved an equity settled share-based  
compensation program of up to 4.5 million options for employees and qualified resource persons.  
On 26 November 2018, the Board of Directors granted 3 million options at a strike price of NOK  
2.63 per share to employees in the Group. The options vest by 1/3 each year, first time on 30 June  
2019. The option agreements expired on 30 June 2022 and were conditional on the employee  
remaining in the Group’s employment for the duration of the vesting period.  
In April 2021, 0.4 million additional options were granted at a strike price of NOK 2.62 per share.  
These options vested at grant date and expired on 30 June 2022.  
All options were exercised during 2022 and there are no outstanding options at year-end 2022  
and 2023. The market share price was NOK 3.42 at the time of exercise.  
2023  
2022  
Weighted  
Weighted  
average  
average  
Number of  
exercise  
Number of  
exercise  
options  
price  
options  
price  
Outstanding 1 January  
-
-
2 825 000  
2.63  
Granted during the year  
-
-
-
-
Cancelled during the year  
-
-
-
-
Exercised during the year  
-
-
(2 825 000)  
2.63  
Expired during the year  
-
-
-
-
Outstanding 31 December  
-
-
-
-
Exercisable 31 December  
-
-
-
-
The Group has no expenses for share based payment in 2023 and 2022.  
NOTE 6 - OTHER OPERATING COSTS  
(Amounts in NOK thousands)  
2023  
2022  
Lease expenses  
3 716  
2 932  
Project costs – Engebø Rutile and Garnet  
-
17 994  
Consulting and legal fees  
14 236  
9 807  
Other costs  
13 089  
7 191  
Other operating expenses capitalized  
-
(3 818)  
Total  
31 041  
34 106  
Auditor fees  
(Amounts in NOK thousands)  
2023  
2022  
Statutory audit  
1 783  
1 117  
Other attestation services  
492  
191  
Total  
2 275  
1 308  
The amounts exclude VAT.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
35  
ANNUAL REPORT 2023  
NOTE 7 - NET EXCHANGE RATE GAIN/LOSS (-), FINANCE INCOME  
AND FINANCE COSTS  
Exchange rate gains and losses were in 2022 classified under financial income and financial costs.  
In 2023 the Group has classified exchange rate gains and losses on a separate line item in the income  
statement; Net exchange rate gain/loss (-). The income statement for 2022 is reclassified accordingly.  
The following table shows the components of net exchange rate gain/loss (-), financial income and  
financial expense:  
(Amounts in NOK thousands)  
2023  
2022  
Foreign exchange gain/loss (-) on Bond Escrow in USD  
30 917  
(41 318)  
Foreign exchange gain/loss (-) on the USD bond loan  
(31 510)  
39 490  
Foreign exchange gain/loss (-) on the the USD royalty liability  
31 551  
-
Other net foreign exchange gain/loss (-)  
(5 047)  
11 418  
Net exchange rate gain/loss (-)  
25 911  
9 590  
Interest income on bank deposits  
14 335  
1 575  
Interest income, Bond Escrow*  
53 517  
5 795  
Interest income, Bond Escrow, capitalized*  
(41 752)  
-
Finance income  
26 099  
7 370  
Interest cost and transaction cost bond loan*  
(152 264)  
(20 056)  
Interest cost and transaction cost bond loan, capitalized*  
122 069  
-
Amortized cost royalty liability (see note 18)  
(12 305)  
-
Amortized cost royalty liability, capitalized (see note 18)  
12 305  
-
Other finance costs**  
(24 805)  
(21 940)  
Finance costs  
(55 002)  
(41 996)  
*
Interest and transaction costs on bond loan, net of interest income on Bond Escrow, have been capitalized to Mine  
under construction from March 2023.  
** Other finance costs in 2023 relate to transaction costs related to the USD 50 milllion non-dilutive royalty financing  
agreement for the period up to draw down in November 2023 (see Note 18 for details on royalty liability), and other  
finance costs.  
** Other finance costs in 2022 relate to fees in relation to the convertible loan (see Note 20 for details on convertible loan),  
transaction costs related to the USD 50 milllion non-dilutive royalty financing agreement (see Note 18 for details on  
royalty liability), and other finance costs.  
NOTE 8 - INCOME TAXES  
The Group has incurred substantial tax losses carried forward and the related tax asset is shown in  
the table below. At year-end 2023, the Group cannot substantiate that there will be sufficient future  
taxable income to be able to realize the Group’s unused tax losses, and therefore the Group has not  
recognized deferred tax assets at 31 December 2023. Tax losses can be carried forward indefinitely  
in Norway.  
Amounts in NOK thousands  
2023  
2022  
Taxes payable  
-
-
Deferred tax  
-
-
Income tax expense/(income)  
-
-
Tax effects of temporary differences and tax loss carryforwards at 31 December:  
Amounts in thousands  
2023  
2022  
Mine under construction/PP&E  
(10 785)  
9 563  
Pensions  
48  
399  
Bond loan  
(9 667)  
(16 455)  
Royalty liability  
113 866  
-
Tax loss carryforwards  
82 629  
162 428  
Total net deferred tax assets  
176 091  
155 935  
Nominal tax rate (used for measurement)  
22 %  
22 %  
Recognized in the statement of financial position:  
Deferred tax asset  
-
-
Deferred tax liability  
-
-
The Group recognized NOK 41.5 million in gross transaction cost of the 2023 share issues directly  
in equity (2022: NOK 0 million) which is included in tax loss carry forwards.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
36  
ANNUAL REPORT 2023  
The following table shows the reconciliation of expected tax using the nominal tax rate to the actual  
tax expense/(income):  
Amounts in thousands  
2023  
2022  
Income/loss (-) before tax  
(46 107)  
202 412  
Nominal tax rate  
22 %  
22 %  
Expected income tax  
(10 144)  
44 531  
Non-deductible costs  
(16)  
(39)  
Non-taxable income  
-
-
Effect of non-taxable gains/losses on convertible loan  
(989)  
989  
Effect of non taxable gains/losses on investments  
-
(62 446)  
Non-recognized tax assets on current year result  
11 149  
16 965  
Tax expense/(income)  
-
-
The effect of potentially dilutive shares arising from the convertible loan (ref. Note 20) is not included  
in the calculation of diluted earnings per share for 2023 as these would be anti-dilutive.  
The effect of potentially dilutive shares arising from the convertible loan (ref. Note 20) is included in  
the calculation of diluted earnings per share for 2022.  
NOTE 10 - EVALUATION AND EXPLORATION ASSETS  
License  
Capitalized  
(Amounts in NOK thousands)  
cost  
exploration  
Total  
Cost at 1 January 2022  
13 898  
18 621  
32 519  
Additions  
-
-
-
Reclassified to Mine under construction  
(13 898)  
(14 902)  
(28 800)  
Cost at 31 December 2022  
-
3 719  
3 719  
Additions  
-
-
-
Reclassified to Mine under construction  
-
-
-
Cost at 31 December 2023  
-
3 719  
3 719  
Provision for impairment at 1 January 2022  
-
(3 719)  
(3 719)  
Impairments  
-
-
-
Provision for impairment at 31 December 2022  
-
(3 719)  
(3 719)  
Impairments  
-
-
-
Provision for impairment at 31 December 2023  
-
(3 719)  
(3 719)  
Net book value 31 December 2023  
-
-
-
Net book value 31 December 2022  
-
-
-
Net book value 1 January 2022  
13 898  
14 902  
28 800  
NOTE 9 - EARNINGS PER SHARE  
(Amounts in NOK thousands and number of shares in thousands)  
2023  
2022  
Earnings  
Attributable to ordinary shareholders  
(46 107)  
202 412  
Number of shares  
Weighted average number of ordinary shares outstanding - basic *  
90 183  
11 562  
Weighted average number of ordinary shares outstanding - diluted *  
90 550  
13 414  
(Amounts in NOK)  
Earnings per share attributable to ordinary shareholders  
Basic earnings per share  
(0.51)  
17.51  
Diluted earnings per share  
(0.51)  
15.09  
*
In March 2024 the Company completed a 20:1 reverse split, reducing the number of shares from 2,168,230,655 shares  
per 31 December 2023 to
108,411,533 shares. In accordance with IAS 33 the share count is adjusted retrospective for  
the reverse split.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
37  
ANNUAL REPORT 2023  
Mining concessions Engebø  
The carrying amount for licenses related to the Engebø area is included in the transfer from  
Evaluation and exploration assets in 2022. Additionally, the Group has a conditional liability to the  
seller of NOK 40 million that will be paid if and when commercial operation commences at Engebø.  
No liability has been recognized as per 31 December 2023 or 31 December 2022. No liability has  
been recognized as per 31 December 2023 or 31 december 2022 as the Company’s accounting  
policy is to account for conditional liabilities upon the relevant condition being met, and the  
condition of commercial operation was not met.  
NOTE 11 - MINE UNDER CONSTRUCTION  
(Amounts in NOK thousands)  
Mine under construction  
Cost at 1 January 2022  
-
Transfer from evaluation and exploration assets  
28 800  
Additions  
259 610  
Cost at 31 December 2022  
288 410  
Additions  
1 088 673  
Cost at 31 December 2023  
1 377 083  
Provision for impairment at 1 January 2022  
-
Impairment  
-
Provision for impairment 31 December 2022  
-
Impairment  
-
Provision for impairment 31 December 2023  
-
Net book value 31 December 2023  
1 377 083  
Net book value 31 December 2022  
288 410  
Net book value 1 January 2022  
-
2023:  
The Engebø Project is under construction, which includes continuation of Detail Engineering of the  
process plant, procurement and fabrication of critical process equipment, groundwork on the mine  
access road and ground – and building works on the process plant area, tunnel work and raise  
drilling of the vertical ore pass. The direct costs related to the work described above have been  
capitalized in the balance sheet as Mine under construction.  
2022:  
In April 2022 Engebø Rutile and Garnet AS has exercised the agreements with landowners to  
acquire the main properties at Engebø, which includes immediate access to the process plant area.  
The Company has started construction works at Engebø, which include preparing the properties for  
construction, continuation of detailed project planning and process for procurement of critical  
process equipment, and commencement of groundworks on process plant area and preparatory  
works for underground infrastructure. The direct costs related to the work described above have  
been capitalized in the balance sheet as Mine under construction, together with the cost of  
acquiring the land properties at Engebø. In addition, Evaluation and exploration assets related to  
Engebø have in 2022 been reclassified in the balance sheet to Mine under construction.  
Pledged as security  
The USD 100 million bond loan has
mortgages over all real properties owned by Engebø Rutile  
and Garnet AS and property accession rights agreements (Nw. utvinningsavtaler), first priority  
floating charge over all machinery and plant, vehicles, inventory and trade receivables of ERG,  
and first priority pledge over any government granted mining or extraction right. For further details  
on pledges please see ticker ERUGA01 PRO at https://live.euronext.com/nb to read the loan  
agreement.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
38  
ANNUAL REPORT 2023  
NOTE 12 - PROPERTY, PLANT, EQUIPMENT AND RIGHT-OF-USE ASSETS  
Property, machinery
Right-of-use  
(Amounts in NOK thousands)  
and equipment  
assets  
Total  
Cost  
1 January 2022  
656  
664  
1 320  
Additions  
921  
-
921  
Disposals  
-
-
-
31 December 2022  
1 577  
664  
2 241  
Additions  
2 628  
1 085  
3 713  
Disposals  
(1 051)  
-
(1 051)  
31 December 2023  
3 154  
1 749  
4 903  
Depreciation  
1 January 2022  
(456)  
(425)  
(881)  
Depreciation expense  
(31)  
(133)  
(164)  
Disposals  
-
-
-
31 December 2022  
(487)  
(558)  
(1 045)  
Depreciation expense  
(180)  
(166)  
(346)  
Disposals  
575  
-
575  
31 December 2023  
(92)  
(724)  
(816)  
Net book value  
31 December 2023  
3 062  
1 025  
4 087  
31 December 2022  
1 090  
106  
1 196  
1 January 2022  
200  
239  
439  
Machinery and equipment are depreciated over a period of 4-10 years. Property is not depreciated.  
NOTE 13 - FINANCIAL INVESTMENTS  
In June 2022, the Group accepted an offer from Sibanye-Stillwater Limited to divest its shares in the  
Finnish mining company Keliber Oy for a cash consideration of EUR 157.28 per share, in total EUR  
46.9 million. The sale of the shares was completed in Q3 2022, with a gain on investment in 2022 of  
NOK 283.8 million. In addition, the consideration received in EUR resulted in foreign exchange  
gains from the close of the sale to the funds were received and sold to NOK, included in net exchange  
rate gain/loss (-) in 2022 of NOK 16.1 million. The investment was measured at Fair Value Through  
Profit and Loss under IFRS 9 (“FVPL Method”).  
Summary of effects from Keliber investment in 2022  
Balance Statement
of  
(Amounts in NOK thousands)  
sheet profit or loss  
Fair value 1 January 2022  
190 519  
Gain on investment 2022  
283 844  
283 844  
Disposal  
(474 363)  
Fair value 31 December 2022/  
Total effects on statement of profit or loss in 2022  
-
283 844  
NOTE 14 - TRADE AND OTHER RECEIVABLES  
(Amounts in NOK thousands)  
2023  
2022  
Other financial receivables  
904  
918  
Prepayments  
1 848  
829  
VAT receivable  
27 809  
21 550  
Totalt  
30 561  
23 297  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
39  
ANNUAL REPORT 2023  
NOTE 15 - BOND LOAN AND BOND ESCROW  
In November 2022, Engebø Rutile and Garnet AS completed the issue of a USD 100 million 5-year  
senior secured bond. The bonds are administered by Nordic Trustee. The bond has fixed coupon of  
12.5% per annum, with interest payable quarterly in arrears, and an issue price of 90%. The bond is  
listed on Nordic ABM with ticker: ERUGA01 PRO.  
The net proceeds of the bonds of USD 90 million were on issue deposited into a Bond Escrow  
account, together with issue discount of USD 10 million, four months bond interest of USD 4.2  
million, and transaction costs of USD 3.3 million (in total NOK 178.8 million), transferred by Engebø  
Rutile and Garnet AS in line with the bond terms. Following conditions of the Engebø Project being  
fully funded, which were satisfied on 8 March 2023, the bonds were reclassified from current liability  
to non current liability in the statement of financial position. The proceeds from the bond will be released  
in three tranches from the Bond Escrow account after satisfaction of certain pre-disbursement  
conditions precedent, to be used for costs and expenditures to bring the Engebø Project into  
commercial production.  
The bond loan was initially recognized at cost, being the fair value of the consideration received net  
of issue costs associated with the borrowing (inclusive the 10% discount). After initial recognition,  
the bond loan is subsequently measured at amortized cost using the effective interest method;  
any difference between proceeds (net of transaction cost including the 10% discount) and the  
redemption value is recognized on the income statement over the period of the loan.  
2022  
Carrying  
Carrying  
Cash  
amount  
amount transferred
to  
(Amounts in thousands)  
Bond Loan
Bond Escrow
Bond Escrow  
Loan at nominal value  
1 025 220  
1 025 220  
-
10% discount  
(102 522)  
(102 522)  
-
Fees paid at inception  
(33 361)  
(33 361)  
-
Other fees  
(1 606)  
-
-
Amortization of fees  
2 583  
-
-
Future interest transferred to Bond Escrow  
-
42 900  
(42 900)  
Discount and fees transferred to Bond Escrow  
-
135 883  
(135 883)  
Accrued interest  
-
5 795  
-
Foreign exchange  
(39 490)  
(41 318)  
-
Total at year-end  
850 825  
1 032 597  
(178 782)  
The bond loan is secured by first priority pledge over the shares of Engebø Rutile and Garnet AS  
(”ERG”), mortgages over all real properties owned by ERG and property accession rights agree-  
ments (Nw. utvinningsavtaler), first priority floating charge over all machinery and plant, vehicles,  
inventory and trade receivables of ERG, first priority pledge over any government granted mining or  
extraction rights and
other security usual and customary for a transaction of this type. The bond  
loan contains certain financial covenants including minimum liquidity of USD 15 million in ERG and  
a minimum equity ratio of no less than 25% at Group level. For further details please see ticker  
ERUGA01 PRO at https://live.euronext.com/nb to read the loan agreement.  
The table below provides an overview of the maturity profile and estimated interest payments for  
the Company’s bond loan. Please note that the annual interest payment is USD 12.5 million, so the  
estimated interest payments in NOK are dependent on the USDNOK exchange rate.  
2023  
Carrying  
Carrying  
Cash  
amount  
amount transferred
to  
(Amounts in thousands)  
Bond Loan
Bond Escrow
Bond Escrow  
At 1 January  
850 825  
1 032 597  
Amortization of fees  
19 847  
Interest payment from Bond Escrow  
(41 989)  
Interest income on Bond Escrow  
53 517  
Foreign exchange  
31 510  
30 917  
Total at year-end  
902 182  
1 075 042  
-
Estimated  
(Amounts in thousands)  
1 year  
2-5 years  
payments  
Repayment  
(1 017 240)  
(1 017 240)  
Estimated interest  
(127 155)  
(381 465)  
(508 620)  
Total payments on bond loan  
(127 155)  
(1 398 705)  
(1 525 860)  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
40  
ANNUAL REPORT 2023  
Share issues in 2023  
In March 2023, Nordig Mining completed a private placement of 1,566,666,667 new shares at a  
subscription price per new share of NOK 0.60 with gross proceeds of NOK 940 million. The  
convertible loan was converted as a consequence of the private placement. The convertible loan  
with accrued interest, in total NOK 139,621,875, was converted at the same subscription price as in  
the private placement, i.e. NOK 0.60 per share. Fjordavegen Holding received 232,703,125 new  
shares in the company at a subscription price per share of NOK 0.60.  
In April 2023, Nordic Mining completed a subsequent offering with 136,544,091 new shares at a  
subscription price per new share of NOK 0.60 with gross proceeds of NOK 81.9 million.  
Following registration of the new shares from the private placement in March 2023, the conversion  
of the convertible loan in March 2023, and the new shares from the subsequent offering in April 2023,  
Nordic Mining’s share capital has increased by NOK 1,161,548,330 to NOK 1,300,938,393.40  
divided into 2,168,230,655 shares, each with a par value of NOK 0.60.  
NOTE 16 - CASH AND CASH EQUIVALENTS  
(Amounts in NOK thousands)  
2023  
2022  
Bank deposits  
634 984  
164 703  
Total cash and cash equivalents  
634 984  
164 703  
Restriced cash in tax withholding account  
1 372  
720  
In addition to the amounts referred to above, the Group has a deposit of NOK 8.4 million (2022:  
NOK 4.2 million) on a restricted account at year-end pledged toward the Directorate of Mining.  
According to the standard procedure in Norway, the Group is obligated to provide financial security  
in favor of the Directorate of Mining. The size of the security is according to the requirement in the  
operational license to cover safety and clean-up measures in case of mine closure.  
Share issues in 2022  
In May 2022 a total of 2,825,000 options held by Management were exercised. Following the  
exercise there are no outstanding options for shares in the Company held by Management. Gross  
proceeds were NOK 7.4 million in accordance with the authorization to the Board to increase the  
share capital granted by the general meeting on 14 May 2020. Following registration of the new  
share capital Nordic Mining’s share capital has increased by NOK 1,695,000 to NOK  
139,390,063.20 divided into 232,316,772 shares, each with a par value of NOK 0.60.  
NOTE 17 - SHARE CAPITAL  
Number of shares outstanding  
Ordinary Shares  
2022  
Opening balance  
229 491 772  
Share issuance  
2 825 000  
31 December 2022  
232 316 772  
2023  
Opening balance  
232 316 772  
Share issuance  
1 935 913 883  
31 December 2023  
2 168 230 655  
All shares carry equal rights and had a par value of 0.60 per share as of 31 December 2023.  
In March 2024, Nordic Mining completed a reverse split of 20:1 reducing the number of shares to  
108,411,533 shares and increasing the par value to NOK 12 per share.  
Components of other comprehensive income  
The following table shows a reconciliation of the components of other comprehensive income (“OCI”):  
Actuarial  
(Amounts in NOK thousands)  
gain/loss  
Total OCI  
Balance on 1 January 2022  
(3 223)  
(3 223)  
Actuarial gain/(loss)  
(1 009)  
(1 009)  
Balance on 31 December 2022  
(4 232)  
(4 232)  
Actuarial gain/(loss)  
536  
536  
Balance on 31 December 2023  
(3 696)  
(3 696)  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
41  
ANNUAL REPORT 2023  
2022  
Carrying  
(Amounts in NOK thousands)  
amount  
Cash flow  
At 1 January  
-
Draw down  
-
Fees paid at inception  
-
Foreign exchange  
Amortization  
-
Total  
-
-
NOTE 18 - ROYALTY LIABILITY  
In November 2023 Nordic Mining ASA’s wholly owned subsidiary Engebø Rutile and Garnet AS  
completed drawdown of the USD 50 million non-dilutive royalty instrument from OMRF (Zr) LLC  
which is managed by the Orion Resource Partners Group (”Orion”). The future expected royalty  
payments under the Royalty Agreement equal 11% of gross revenue from the Engebø Project. The  
royalty liability lasts for the entire operational life of the mine, with an upper limit of 90 years. The  
Group has the option to reduce the royalty rate from 11% to 5.5% on certain conditions in 2028 or  
2029. The buyback fee for such a reduction event is based on a calculation securing the royalty holder  
a certain return on the reduced portion of the royalty instrument for the duration it was held.  
The royalty liability is initially recognized at the USD 50 million drawdown received net of directly  
attributable transaction costs at drawdown. After initial recognition the royalty liability under the  
Royalty Agreement is subsequently amortized at the effective interest rate, and the difference  
between the drawdown received net of transaction costs and the royalty payments is recognized as  
financial cost in the income statement, over the period for the expected royalty payments. At each  
reporting period, modifications to production plans and price expectations are evaluated, and when  
required, a modification gain/loss is recognized. Estimated royalty payments due within 12 months  
will be classified as current liabilities.  
Until construction of the Engebø project is completed, amortized cost is recognized as borrowing  
cost and capitalized under Mine under construction, in total NOK 12.3 million in 2023.  
NOTE 19 - OTHER CURRENT LIABILITIES  
(Amounts in NOK thousands)  
2023  
2022  
Tax withholding and social security accrual  
2 537  
1 230  
Employee salary and holiday pay accrual  
2 532  
1 395  
VAT payable  
241  
342  
Lease liability  
305  
116  
Accrued interest bond loan  
18 015  
17 456  
Accrued expenses  
62 838  
6 607  
Total  
86 468  
27 146  
2023  
Carrying  
(Amounts in NOK thousands)  
amount  
Cash flow  
At 1 January  
-
Draw down  
540 394  
540 394  
Fees paid at inception  
-3 574  
-3 574  
Foreign exchange  
-31 551  
Amortization  
12 305  
Total  
517 574  
536 820  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
42  
ANNUAL REPORT 2023  
2023  
Carrying  
(Amounts in NOK thousands)  
amount  
Cash flow  
At 1 January  
142 976  
Change in fair value  
-3 354  
Conversion  
-139 622  
Total  
-
-
NOTE 20 - CONVERTIBLE LOAN  
In January 2022, Nordic Mining entered into a NOK 132.5 million 5% interest bearing convertible  
loan in favor of Fjordavegen Holding AS, a local investor group led by two of the EPC partners for  
the Engebø project. This transaction was the first step in the project financing of the Engebø Project.  
The lenders may, and were contractually obliged to, convert all tranches from the loan, together with  
accrued interests, into shares in Nordic Mining upon a share issue in Nordic Mining in relation to  
final investment decision (or delay of final investment decision) for the Engebø Rutile and Garnet  
Project, however, at latest 1 August 2023. The conversion price would as a starting point be NOK  
3.355 per share, however, should be the lowest of NOK 3.355 and the subscription price in a subsequent  
share issue in Nordic Mining in relation to final investment decision/delay of final investment decision,  
or if no such share issue occurred, the lowest of NOK 3.355 and the volume-weighted average trading  
price of the Nordic Mining share for the last 20 trading days prior to 30 June 2023.  
The convertible loan was measured at fair value with changes in fair value recognized in the income  
statement. The Group has assessed the fair value of the convertible loan to be NOK 143.0 million at  
year-end 2022 and the recognized a fair value loss of NOK 10.5 million in 2022. The valuation as  
per 31 December 2022 has been based on level 3 inputs in the fair value hierarchy.  
The fair value of the convertible loan was calculated as the fair value of the loan plus the fair value of  
the conversion option determined using Black Scholes option model for three (3) different scenarios  
for conversion date to provide probability weighted maturity. The key unobservable input to the  
valuation include: 1) risk free NOK interest rate curve at the valuation date constructed from  
effective yields on Norwegian Treasury bills, 2) volatility of Nordic Mining share price calculated  
based on historical share prices, and 3) expected conversion date based on management’s  
expectation for final investment decision.  
The convertible loan with accrued interests, in total NOK 139.6 million, was converted into  
232,703,125 new shares in Nordic Mining ASA on 4 March 2023, in relation to the private  
placement to fully fund the Engebø Project.  
2022  
Carrying  
(Amounts in NOK thousands)  
amount  
Cash flow  
Convertible loan  
132 500  
132 500  
Fees paid at inception  
-
(6 089)  
Change in fair value  
10 476  
-
Total  
142 976  
126 412  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
43  
ANNUAL REPORT 2023  
Of the Group’s financial liabilities as at 31 December 2023 NOK 159.7 million mature within 6  
months from balance sheet date (2022: NOK 188.1 million).  
NOTE 21 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT  
Management of financial risk  
Nordic Mining is exposed to certain types of financial risk related to the Group’s financial instruments,  
primarily market risk related to floating interest rate risk on cash and cash equivalents, liquidity risk  
and currency risk.  
Management of Nordic Mining manages the Group’s financial risk primarily by identifying and  
evaluating potential risk areas. Management’s focus is primarily on managing liquidity risk to secure  
continuing operations and financing of the Group’s capital-intensive projects. Nordic Mining’s cash  
holdings are placed in bank accounts in Norwegian Kroner (NOK), United States Dollars (USD),  
Euro (EUR) and Australian Dollars (AUD). At year-end 2023, the Group’s main currency exposure  
is related to its bond loan, Bond Escrow and royalty liability, which are denominated in USD.  
The Group has at year-end 2023 interest-bearing debt in the form of a bond loan. The Group does  
not have recurring revenues since the Group’s projects are still in the development phase. The  
Group’s financial instruments at year-end 2023 mainly consist of the bond loan, Bond Escrow,  
royalty liability, bank deposits, customary short-term receivables, trade and other payables.  
Market risk  
Market risk consists of the risk that real value or future cash flow related to financial instruments will  
vary as a consequence of fluctuation in market prices. Market risk includes, but is not limited to,  
currency risk, interest rate risk and price risk from sales. Currently, the Group has no exposure to  
price risk from sale of goods, and no financial instruments have been entered into related to future  
expected exposures.  
(i) Interest rate risk  
The Group’s interest bearing debt at year-end is at fixed interest rates and the Royalty liability is not  
exposed to changes in the market interest rate. The Group’s bank deposits and the Bond Escrow  
are exposed to changes in the market interest rate.  
The Group’s exposure on the result at year-end 2023 is approximately +/-NOK 17 185 thousand per  
percentage-point change in the variable market interest rate (2022: NOK 12 015 thousand).  
(ii) Currency exchange risk  
At year-end 2023, the Group’s main currency exposure is related to its bond loan, Bond Escrow and  
royalty liability, wich are denominated in USD. A 10% increase or decrease in the USD currency rates  
would decrease/increase the net income and equity by approximately NOK 46.0 million at year-end.  
At year-end 2022, the Group’s main currency exposure is related to its bond loan and Bond Escrow,  
both wich are denominated in USD. A 10% increase or decrease in the USD currency rates would  
increase/decrease the net income and equity by approximately NOK 4.7 million at year-end.  
The Group had no foreign exchange hedges or instruments as per year-end 2023.  
Liquidity risk  
Liquidity risk is the risk that the Group will not be able to settle its financial obligations as they fall due.  
The Group has historically used equity financing in order to meet liquidity requirements related to  
financial obligations, covering operational losses, exploration activities and investments. In order to  
secure financing of the Engebø project, the Group issued a bond loan and a convertible loan in addition  
to divesting its investment in Keliber in 2022. In 2023 the Group has issued equity and completed the  
draw down of the non-dilutive royalty financing, and the Engebø Rutile and Garnet Project is fully financed.  
The project financing comprises equity, debt and royalty financing. The project financing package is  
expected to fund all costs and expenditures to bring the Engebø Project into commercial production,  
including a remaining estimated project reserve of USD 25 million. While the funding is expected to be  
sufficient, the project is exposed to material cost overruns, delays and/or negative foreign exchange  
movements that could necessitate additional funding in order to bring the project to completion.  
The bond loan contains certain financial covenants including minimum liquidity of USD 15 million in  
ERG and a minimum equity ratio of no less than 25% at Group level. The Group was in compliance  
with the covenants at year-end.  
Payments to the royalty holder are tied to the level of gross revenue; the outstanding royalty liability  
will decrease if gross revenue decreases and conversely the outstanding royalty liability will  
increase if gross revenue increases. Hence, reduced liquidity due to reduced revenue also reduces  
the financial obligations due under the royalty financing.  
Credit risk  
Credit risk is the risk of financial losses if a customer or counterpart of a financial instrument is  
unable to meet contractual obligations.  
The Group’s current business has only limited credit risk. Cash and cash equivalents and security  
deposits in banks in addition to the Bond Escrow represent a large portion of the Group’s financial  
assets at 31 December 2023. There has been no recognized loss on trade receivables in 2023 or 2022.  
Procedures for evaluation of credit risk have only to a limited degree been introduced. However,  
discretionary evaluations are done on a case-by-case basis. Management will evaluate the  
necessity of implementing stricter credit evaluations on an on-going basis.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
44  
ANNUAL REPORT 2023  
For the bond loan issued in November 2022 it is assessed that the fair value at year-end was around  
95% of the nominal value of USD 100 million, based on latest quoted market price (level 2 in the fair  
value hierarchy according to IFRS 13).  
For the royalty liability drawn in November 2023 it is assessed that the fair value at year-end was the  
same as the nominal value of USD 50 million (level 3 in the fair value hierarchy according to IFRS 13).  
2022:  
The carrying amounts on the balance sheet of cash and cash equivalents, Bond Escrow, receivables,  
payables to suppliers, and other short-term financial items are close to fair value due to the short  
time period until maturity. For the convertible loan the carrying amount equals fair value.  
The bond loan was issued in November 2022 and it is assessed that the fair value at year-end was  
around 92% of the nominal value of USD 100 million, provided the condition of the Engebø Project  
being fully funded by 9 March 2023, and assuming no significant change in interest rate level and  
credit spread since the completion of the transaction.  
Political risk  
In addition to financial risk, the Group is exposed to political risk related to its mining projects. The  
political risk includes the risk of not obtaining or extending the relevant governmental permits  
necessary to extract and produce minerals from these mining projects.  
The Group 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 have  
become more stringent over time, and this development is expected to continue. Compliance with  
respect to environmental regulations, closure and other matters may involve significant costs and/  
or other liabilities.  
Failure to comply with applicable environmental laws, regulations and permitting requirements may  
result in enforcement actions including orders issued by regulatory or judicial authorities causing  
operations to cease or be curtailed and may include obligations to take corrective measures  
requiring capital expenditures, installation of additional equipment or remedial actions. There is a  
risk that the Group due to its engagement in mining and mineral processing activities will be  
required to compensate those suffering loss or damage by reason of such activities and may incur  
civil or criminal fines or penalties for violation of applicable laws or regulations.  
Current environmental laws, regulations and permits governing operations and activities of mining  
companies may be changed. Regulatory requirements surrounding site reclamation and remediati-  
on activities, or more stringent implementation thereof, could have a material adverse impact on the  
Group and cause increases in capital expenditures or production costs or reduction in levels of  
operational production, or require abandonment or delays in the development of new sites. There  
are no current amendments that the Group is aware of that may impact the assets of the Group.  
Nordic Mining’s climate-related financial risk is considered to be low. The mining operations at the  
Group’s main asset, the Engebø Project, is expected to have the lowest greenhouse gas footprint of  
all titanium feedstock producers due to available hydroelectric power in the area and a tight  
infrastructure with minimal transportation. Nordic Mining has a target of zero greenhouse gas  
emissions at Engebø and has initiated the development of a Climate Strategy Plan. The Group  
considers that there is minimal risk for stranded assets.  
Categories of financial instruments  
Year ended 31 December 2023  
Amortized Fair value through  
Carrying  
(Amounts in NOK thousands)  
cost  
profit or loss  
amount  
Financial assets by category  
Trade and financial receivables  
904  
904  
Bond Escrow  
1 075 042  
1 075 042  
Restricted cash  
8 430  
8 430  
Cash and cash equivalents  
634 984  
634 984  
Total financial assets  
1 719 360  
-
1 719 360  
Financial liabilities by category  
Accounts payable  
94 312  
94 312  
Bond loan  
902 182  
902 182  
Convertible loan  
-
-
-
Royalty liability  
517 574  
517 574  
Other current financial liabilities  
65 370  
65 370  
Total financial liabilities  
1 579 438  
-
1 579 438  
Fair value of financial instruments  
2023:  
The carrying amounts on the balance sheet of cash and cash equivalents, Bond Escrow, receivables,  
payables to suppliers, and other short-term financial items are close to fair value due to the short  
time period until maturity.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
45  
ANNUAL REPORT 2023  
NOTE 22 - INVESTMENTS IN SUBSIDIARIES  
The table below provides an overview of Nordic Mining ASA’s subsidiaries as at 31 December 2023:  
(Amounts in NOK thousands)  
Location Year
incorp.  
Ownership  
Engebø Rutile and Garnet AS  
(previous Nordic Rutile AS)  
Oslo, Norway  
2006  
100 %  
Nordic Titanium AS  
(previous Nordic Ocean Resources AS)  
Oslo, Norway  
2011  
100 %  
Nordic Quartz AS  
Oslo, Norway  
2011  
100 %  
Year ended 31 December 2022  
Amortized Fair value through  
Carrying  
(Amounts in NOK thousands)  
cost  
profit or loss  
amount  
Financial assets by category  
Trade and financial receivables  
918  
918  
Bond Escrow  
1 032 597  
1 032 597  
Restricted cash  
4 215  
4 215  
Cash and cash equivalents  
164 703  
164 703  
Total financial assets  
1 202 433  
-
1 202 433  
Financial liabilities by category  
Accounts payable  
37 168  
37 168  
Bond loan  
850 825  
850 825  
Convertible loan  
-
142 976  
142 976  
Other current financial liabilities  
8 002  
8 002  
Total financial liabilities  
895 995  
142 976  
1 038 971  
Capital management  
The Group has historically used equity financing to finance research, operations, purchase of  
licenses and other investments. In order to secure financing of the Engebø project, the Group  
issued a bond loan and a convertible loan in addition to divesting its investment in Keliber in 2022.  
In 2023 the Group has issued equity and completed the draw down of the non-dilutive royalty  
financing. At the date of these annual financial statements the Group has fully financed the Engebø  
Rutile and Garnet Project. The project financing comprises equity, debt and royalty financing. For  
more information on liquidity risk see Board of Directors’ report, and for more information on the  
maturity of the bond loan debt see Note 15. The ratio of net debt (debt less cash) divided by total  
capital (net debt and equity) as of 31 December 2023 is 31% (2022: 59%).  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
46  
ANNUAL REPORT 2023  
NOTE 23 - SHAREHOLDERS  
The table below shows the Company’s 20 largest shareholders as at 31 December 2023:  
Number of  
Shareholder  
shares  
% ownership  
Fjordavegen Holding AS  
324 369 792  
14.96 %  
Iwatani Corporation  
319 582 667  
14.74 %  
Morgan Stanley & Co. Int. Plc.  
234 144 200  
10.80 %  
Citibank, N.A.  
78 363 197  
3.61 %  
Nordnet Bank AB  
52 618 787  
2.43 %  
Nordnet Livsforsikring AS  
36 361 910  
1.68 %  
Clearstream Banking S.A.  
26 884 258  
1.24 %  
Pro AS  
18 744 097  
0.86 %  
Toluma Norden AS  
18 269 667  
0.84 %  
Stavanger Forvaltning AS  
17 000 000  
0.78 %  
Ormestad  
14 628 788  
0.67 %  
Nordea Bank Abp  
12 176 008  
0.56 %  
Melum Mølle AS  
11 950 000  
0.55 %  
Wahl Eiendom AS  
10 500 000  
0.48 %  
Danske Bank A/S  
10 465 190  
0.48 %  
Zolen & Månen AS  
10 000 000  
0.46 %  
Joma Invest AS  
8 888 888  
0.41 %  
Siljan Industrier AS  
8 350 000  
0.39 %  
The Bank of New York Mellon SA/NV  
6 698 146  
0.31 %  
La Strada AS  
6 592 499  
0.30 %  
Total 20 largest shareholders  
1 226 588 094  
56.57 %  
Other shareholders  
941 642 561  
43.43 %  
Total  
2 168 230 655  
100.00 %  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
47  
ANNUAL REPORT 2023  
NOTE 24 - RELATED PARTIES AND COMPENSATION OF MANAGEMENT  
Compensation to Board members and Senior Management in 2023  
Salary  
Board  
Other  
Pension  
(Amounts in NOK thousands)  
incl. bonus  
member fees  
compensation  
costs  
Total  
Ivar S. Fossum, CEO  
4 151  
-
210  
530  
4 891  
Jens Gisle Schnelle, Interim CFO1  
414  
-
3
-
417  
Christian Gjerde, former CFO2  
2 064  
-
9
83  
2 156  
Kenneth N. Angedal, Managing Director Engebø Rutile and Garnet  
2 168  
-
16  
91  
2 275  
Mona Schanche, former VP Resource and Sustainability3  
1 397  
-
7
178  
1 583  
Maurice Kok, Commercial Director  
1 225  
-
13  
99  
1 337  
Terje Gundersen, former Project Director4  
690  
-
7
43  
740  
Ole Klevan, Nomination Committee (Chair)  
-
60  
-
-
60  
Brita Eilersen, Nomination committee  
-
40  
-
-
40  
Torger Lien, Nomination committee  
-
40  
-
-
40  
Kjell Roland, Chair of the Board  
-
500  
-
-
500  
Kjell Sletsjøe, Deputy Chair of the Board  
-
300  
-
-
300  
Eva Kaijser, Board member  
-
300  
-
-
300  
Benedicte Nordang, Board member  
-
300  
-
-
300  
Antony Beckmand, former Board member  
-
300  
-
-
300  
Total  
12 109  
1 840  
266  
1 025  
15 239  
1. Jens Gisle Schnelle joined the Company 15 October 2023.  
2. Christian Gjerde left the Company 30 September 2023.  
3. Mona Schanche left the Company on 30 June 2023.  
4. Terje Gundersen left the management group on 2 June 2023, and compensation shown in the table above is for the period up to this date.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
48  
ANNUAL REPORT 2023  
Compensation to Board members and Senior Management in 2022  
Board  
Other  
Pension  
(Amounts in NOK thousands)  
Salary  
member fees  
compensation  
costs  
Total  
Ivar S. Fossum, CEO  
2 355  
-
218  
389  
2 962  
Christian Gjerde, CFO  
1 727  
21  
104  
1 851  
Kenneth N. Angedal, Operations Director  
1 591  
-
7
86  
1 684  
Mona Schanche, VP Resource and Sustainability  
1 535  
-
21  
253  
1 808  
Maurice Kok, Commercial Director1  
521  
-
8
40  
568  
Terje Gundersen, Project Director2  
1 356  
-
9
88  
1 453  
Ole Klevan, Nomination Committee (Chair)  
-
50  
-
-
50  
Brita Eilersen, Nomination committee  
-
30  
-
-
30  
Torger Lien, Nomination committee  
-
30  
-
-
30  
Kjell Roland, Chair of the Board  
-
350  
-
-
350  
Kjell Sletsjøe, Deputy Chair of the Board  
-
210  
-
-
210  
Eva Kaijser, Board member  
-
210  
-
-
210  
Benedicte Nordang, Board member  
-
210  
-
-
210  
Antony Beckmand, Board member  
-
210  
-
-
210  
Total  
9 085  
1 300  
283  
959  
11 627  
1. Maurice Kok started as Commercial Director on 1 August 2022.  
2. Terje Gundersen started as Project Director for Engebø on 1 February 2022.  
Senior Management is subject to termination periods of 3-6 months.  
Guidelines for management remuneration  
The main components of the guidelines for Senior Management salaries are as follows:  
•
The compensation package should reflect the responsibility and the tasks of the individual  
persons in Senior Management, and what the employee contributes towards the long-term  
creation of value in Nordic Mining.  
•
The Company will offer competitive conditions to attract relevant expertise for the development  
of the Company.  
•
The compensation package consists of fixed salary plus participation in an option program that  
has been approved by the annual meeting.  
•
Senior Management participates in pension and insurance plans.  
These guidelines have been used to recruit Senior Management in Nordic Mining ASA and to  
establish salary levels.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
49  
ANNUAL REPORT 2023  
Shares owned/controlled by members of the Board and senior management and those  
related to them as of 31 December 2023  
Name  
No of shares  
% owned  
Kjell Roland, Chairman of the Board  
590 475  
0.03 %  
Kjell Sletsjøe, Board member  
355 009  
0.02 %  
Ivar S. Fossum, CEO  
2 459 230  
0.11 %  
Kenneth N. Angedal, Operations Director  
445 822  
0.02 %  
Total  
3 850 536  
0.18 %  
NOTE 25 - PENSIONS  
The Group has a defined benefit plan or a defined contribution plan (for new employees) for its  
employees in the parent company, Nordic Mining ASA and a defined contribution plan for its  
employees in Engebø Rutile and Garnet AS. The plans meet the Norwegian statutory requirements  
for pension plans for employees.  
Defined Benefit Plan  
The Group has one benefit plan for Norwegian employees with a total of 2 active members.  
The Group’s defined benefit pension plan is a final salary plan and contributions are made to a  
separately administered fund. The level of benefits provided depends on the member’s length of  
service and salary at retirement age.  
Pension cost  
(Amounts in NOK thousands)  
2023  
2022  
Pension cost - employee benefit  
665  
617  
Pension cost - interest expense  
43  
24  
Total pension related costs  
709  
642  
Remeasurement gains/(losses) recorded to OCI  
536  
(1 009)  
Movement in pension obligation during the year  
(Amounts in NOK thousands)  
2023  
2022  
Pension obligations January 1  
17 404  
15 704  
Current value of pension benefits for the year  
709  
642  
Interest costs  
455  
263  
Payments  
(371)  
(365)  
Remeasurement loss/ (gain)  
(3 553)  
1 080  
Other  
(635)  
81  
Pension obligations as of 31 December  
14 009  
17 404  
Shares owned/controlled by members of the Board and senior management and those  
related to them as of 31 December 2022  
Name  
No of shares  
% owned  
Kjell Roland, Chairman of the Board  
290 475  
0.13 %  
Kjell Sletsjøe, Board member  
21 676  
0.01 %  
Ivar S. Fossum, CEO  
1 759 230  
0.76 %  
Christian Gjerde, CFO  
400 000  
0.17 %  
Kenneth N. Angedal, Operations Director  
445 822  
0.19 %  
Mona Schanche, VP Resource and Sustainability  
441 063  
0.19 %  
Terje Gundersen, Project Director  
66 333  
0.03 %  
Total  
3 424 599  
1.47 %  
Transactions with related parties  
Certain companies working for the Group, including certain EPCs, owned shares directly or  
indirectly in Nordic Mining in 2023, but as the Group has assessed that none of the companies in  
question have significant influence over the Group, they are not considered related parties.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
50  
ANNUAL REPORT 2023  
Movement in pension funds during the year  
(Amounts in NOK thousands)  
2023  
2022  
Pension funds 1 January  
15 593  
14 641  
Expected return on plan assets  
388  
212  
Contributions  
1 568  
994  
Payments  
(371)  
(365)  
Other  
(371)  
40  
Remeasurement (loss)/ gain  
(3 017)  
71  
Pension funds as of 31 December  
13 790  
15 593  
Pension liability is classified in the balance sheet as follows  
(Amounts in NOK thousands)  
2023  
2022  
Pension funds  
13 790  
15 593  
Pension obligations  
(14 009)  
(17 404)  
Net pension asset / (liabilities)  
(219)  
(1 812)  
Pension asset/(liability) is shown in the balance sheet as  
Other long-term asset  
-
-
Pension liabilities  
(219)  
(1 812)  
Assumptions  
2023  
2022  
Discount interest rate  
3.10 %  
3.00 %  
Annual projected increase in salary  
3.50 %  
3.50 %  
Annual projected G- regulation  
3.25 %  
3.25 %  
Annual projected regulation of pension  
1.80 %  
1.50 %  
The major categories of plan assets as a percentage of the fair value of total plan assets  
2023  
2022  
Equities  
13.00 %  
10.20 %  
Bonds  
4.60 %  
14.60 %  
Money market  
11.50 %  
4.20 %  
Hold to maturity bonds  
49.80 %  
38.10 %  
Loans and receivables  
10.40 %  
20.90 %  
Real estate  
10.70 %  
11.00 %  
Other  
0.00 %  
1.00 %  
NOTE 26 - LEASES  
The Group’s right-of-use assets recognized is related to the leasing of vehicles; see note 12.  
Short-term leases have been expensed as incurred; see note 6. The Group’s office lease is  
cancellable with 4 months’ notice with no more than an insignificant penalty and is as such  
considered a short-term lease.  
Lease liability  
(Amounts in NOK thousands)  
2023  
2022  
Lease liability 1 January  
116  
245  
Additions lease contracts  
1 085  
-
Accretion lease liability, included in finance cost  
9
22  
Payments of lease liability  
(439)  
(151)  
Total lease liability 31 December  
771  
116  
Specification of lease liability in the balance sheet  
(Amounts in NOK thousands)  
2023  
2022  
Current *  
305  
116  
Non-current  
466  
-
Total lease liability 31 December  
771  
116  
* Current lease liability is included in other current liabilities; see note 19.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
51  
ANNUAL REPORT 2023  
Future minimum lease payments under non-cancellable lease agreements (undiscounted)  
(Amounts in NOK thousands)  
2023  
2022  
Within a year  
898  
725  
From year 2-5  
560  
-
Total  
1 458  
725  
NOTE 29 - EVENTS AFTER BALANCE SHEET DATE  
In January 2024 the Oslo District Court has ruled in favor of the Norwegian state in the case where  
the environmental NGO’s Naturvernforbundet and Natur og Ungdom summoned the state claiming  
that the disposal permit and the discharge permit for the Engebø rutile and garnet project are null  
and void. The court confirms that the disposal permit and the discharge permit are valid. In February  
2024 the NGO’s appealed part of the claim to the Borgating Court of Appeal.  
In March 2024 Nordic Mining ASA completed a reverse share split in the ratio 20:1, so that 20 shares  
were consolidated into 1 share. Upon completion of the reverse split the share capital of the Company  
amounts to NOK 1,300,938,396 divided on 108,411,533 shares of a nominal value of NOK 12.  
In March 2024, the Norwegian Supreme Court ruled in favor of ERG in the case brought by Arctic  
Mineral Resources (””AMR””). The court also ruled that AMR shall pay all legal expenses.  
NOTE 27 - PAYMENTS TO AND FROM GOVERNMENTAL INSTITUTIONS  
In accordance with the Accounting Act, section 3-3d, the Group has assessed its relations with and  
payments to and from governmental institutions. The Group‘s governmental relations are only with  
institutions in Norway. All relations and payments are in the ordinary course of business and related  
to i.a. license payments, payment of prospectus/financial authority fees, R&D projects grants, etc.  
Estimated total payment from the Group to various Norwegian governmental institutions was NOK  
0.6 million in 2023 (2022: NOK 0.6 million). Estimated total payment to the Group from various  
Norwegian governmental institutions was NOK 0 million in 2023 (2022: NOK 0 million).  
NOTE 28 - COMMITMENTS AND CONTINGENCIES  
Conditional liability Engebø  
The Group has a conditional liability to the seller of the mining rights in the Engebø area of NOK 40  
million that will be paid if and when commercial operation commences at Engebø. No liability has  
been recognized as per 31 December 2023.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
52  
ANNUAL REPORT 2023  
INCOME STATEMENT  
(Amounts in NOK thousands)  
Note  
2023  
2022  
Corporate accounts for  
Nordic Mining ASA  
Revenues from Group companies  
Other income  
Payroll and related costs  
Other operating expenses  
Operating loss  
44 370  
-
(15 082)  
(13 309)  
15 979  
9 723  
-
(9 632)  
(8 918)  
(8 827)  
3
4
Impairment of investment and loans to subsidiary  
Financial income  
Financial costs  
Profit/(loss) before tax  
Income Tax  
12  
5
5
(620)  
36 598  
(1 177)  
50 780  
-
(689)  
424 725  
(15 752)  
399 457  
-
6
Net profit/(loss)  
50 780  
399 457  
Allocation of profit/(loss):  
Allocated to/(from) other equity  
50 780  
399 457  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
53  
ANNUAL REPORT 2023  
BALANCE SHEET  
(Amounts in NOK thousands)  
Note  
2023  
2022  
(Amounts in NOK thousands)  
Note  
2023  
2022  
ASSETS  
Non-current assets  
SHAREHOLDERS' EQUITY & LIABILITIES  
Shareholders' equity  
Share capital  
Share premium  
Other paid-in capital  
Other equity  
Property, plant and equipment  
Investment in subsidiaries  
Investment in associate  
Financial investments  
Long term receivables from group companies  
Total non-current assets  
9
2 150  
1 445 305  
-
468 085  
-
10  
10  
10  
1 300 938  
277 928  
16 038  
139 390  
319 430  
16 038  
10  
13  
10  
7
-
-
-
449 765  
2 044 670  
398 449  
873 307  
487 220  
1 934 675  
415 753  
883 838  
Total equity  
Non-current liabilities  
Net pension liabilities  
Current assets  
3
219  
1 812  
Other receivables and prepayments  
Cash and cash equivalents  
Total current assets  
7
8
1 997  
112 817  
114 814  
1 721  
132 320  
134 041  
Total non-current liabilities  
219  
1 812  
Current liabilities  
Trade payables  
Convertible loan  
Other current liabilities  
Total current liabilities  
Total liabilities  
1 092  
-
3 508  
4 600  
4 819  
1 486  
132 500  
8 774  
142 760  
144 572  
Total assets  
2 049 489  
1 017 879  
13  
11  
Total shareholders' equity and liabilities  
2 049 489  
1 017 879  
Oslo, 23 April 2024  
The Board of Directors of Nordic Mining ASA  
Kjell Roland  
Kjell Sletsjøe  
Deputy chair  
Eva Kaijser  
Board member  
Benedicte Nordang  
Board member  
Tom Lileng  
Board member  
Ivar S. Fossum  
Chair  
CEO  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
54  
ANNUAL REPORT 2023  
CASH FLOW STATEMENT  
(Amounts in NOK thousands)  
Note  
2023  
2022  
(Amounts in NOK thousands)  
Note  
2023  
2022  
Operating activities  
Investing activities  
Profit/(loss) before income tax  
50 780  
399 457  
(399 173)  
Investment in property, plant and equipment  
Proceeds from sale of financial investments  
Loans to subsidiaries  
Transaction costs, share issue subsidiary  
Net cash from/(used) in investing activities  
9
12  
7
(2 150)  
-
(1 018 643)  
34 796  
-
474 363  
(518 695)  
-
Gain on sale of financial investment  
Impairment of investment and loans to subsidiary  
Transaction costs, share issue subsidiary  
Fees expensed, convertible loan  
Non-cash financial items  
12  
12  
-
620  
(34 796)  
-
689  
-
6 089  
-
13  
(985 997)  
(44 332)  
(33 232)  
Financing activities  
Changes in assets and liabilities  
Receivables, operating receivables from/(to)  
subsidiaries, prepayments  
Share issuance  
10  
10  
13  
13  
1 021 926  
(41 501)  
7 426  
-
132 500  
(6 089)  
133 838  
Transaction costs, share issue  
Gross proceeds from borrowings, convertible loan  
Transaction costs, convertible loan  
Net cash from financing activities  
7
1 591  
(394)  
1 856  
(54)  
585  
5 843  
(259)  
13 177  
-
-
Trade payables  
Accrued expenses and other current liabilities  
Difference between pension expense and payment  
Net cash used in operating activites  
11  
980 425  
(1 056)  
(14 631)  
Net change in cash and cash equivalents  
(20 203)  
132 320  
700  
102 682  
29 637  
-
Cash and cash equivalents at beginning of period  
Effect of exchange rate fluctuation on cash held  
Cash and cash equivalents at end of period  
8
8
112 817  
132 320  
Non-cash transactions  
Conversion of debt to equity in subsidiaries  
943 113  
166 759  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
55  
ANNUAL REPORT 2023  
NOTES TO THE FINANCIAL STATEMENTS  
the statutory accounts. The investments are  
measured at acquisition cost, unless impairment  
has been necessary. Such assets are deemed  
to be impaired at fair value when a decrease in  
value cannot be considered to be of temporary  
nature. Impairments are reversed when the  
basis for the impairment no longer applies.  
convertible investments with maximum three  
months original maturity.  
can be utilized. Deferred income tax is not  
recognized on temporary differences arising  
NOTE 1 – GENERAL INFORMATION  
from initial recognition of an asset or liability in a  
transaction other than a business combination  
that at the time of the transaction affects neither  
accounting nor taxable profit nor loss. The  
carrying amount of deferred tax assets is  
reviewed at each balance sheet date and  
reduced to the extent that it is no longer  
probable that sufficient taxable income will be  
available to allow all or part of the asset to be  
recovered.  
Nordic Mining ASA (“the Company”) and its  
subsidiaries (together “the Group”) is engaged  
in the exploration for and development of  
projects for high-end industrial minerals and  
metals. The address of Nordic Mining’s office is  
Munkedamsveien 45, N-0250 Oslo, Norway.  
Loans  
All loans and borrowings are initially recognized  
at cost, being the fair value of the consideration  
received net of issue cost associated with the  
borrowing. After initial recognition, interest-  
bearing loans and borrowings are subsequently  
measured at amortized cost using the effective  
interest method; any difference between  
proceeds (net of transaction cost) and the  
redemption value is recognized on the income  
statement over the period of the interest-bearing  
liabilities.  
Transactions in foreign currency  
Transactions in foreign currencies are initially  
recorded in the functional currency rate at the  
date of the transaction. Monetary items  
denominated in foreign currencies are translated  
at the exchange rate at the balance sheet date.  
Foreign exchange gains and losses resulting  
from the settlement of such transactions and  
from the translation at year-end exchange rates  
of monetary assets and liabilities denominated  
in foreign currencies are recognized in the  
income statement.  
These financial statements were approved for  
issue by the Board of Directors on 18 April 2024.  
Revenue recognition  
NOTE 2 – SUMMARY OF THE  
MOST IMPORTANT ACCOUNTING  
PRINCIPLES  
The primary revenue comes from sale of  
services to Group companies. Revenues are  
recognized in the accounting period in which the  
services are provided.  
Trade payables  
Trade payables are recognized initially at fair  
value and subsequently measured at amortized  
cost using the effective interest method, if the  
amortization effect is material.  
The most important accounting principles that  
have been used in developing the Company  
accounts are described below. These principles  
have been consistently applied unless  
otherwise stated.  
Pensions  
The Company has a defined benefit pension  
plan and a defined contribution plan for its  
employees that meet the Norwegian statutory  
requirement. For the defined benefit plan, the  
cost of providing the benefits is determined  
using the unit credit method, with actual  
valuations being carried out at the end of each  
annual reporting period. Re-measurement,  
comprising actuarial gains and losses, the effect  
of asset ceiling (if applicable) and the return on  
plan assets (excluding interest), is reflected  
immediately in the statement of financial  
position with a charge or credit recognized in  
equity in the period in which they occur. Past  
service costs are recognized in profit or loss in  
the period of a plan amendment. Net interest is  
Receivables  
The Company’s receivables are mainly  
receivables from group companies. Receivables  
are recognized initially at cost, and subsequently  
measured at amortized cost using the effective  
interest method if the amortization effect is  
material, less provision for impairment. A provision  
for impairment of trade receivables is established  
when there is objective evidence that the  
Company may not be able to collect all amounts  
due according to the original terms of receivables.  
Deferred tax  
Income tax expense represents the sum of the  
taxes currently payable and deferred tax. Taxes  
payable are provided based on taxable profits at  
the current tax rate. Deferred taxes are  
recognized on differences between the carrying  
amounts of assets and liabilities in the financial  
statements and the corresponding tax bases  
used in the computation of taxable profit.  
Deferred tax liabilities are generally recognized  
for all temporary differences and deferred tax  
assets are recognized to the extent that it is  
probable that taxable profits will be available  
against which deductible temporary differences  
Basic principles  
The Company accounts have been presented in  
accordance with the Norwegian accounting act  
and generally accepted accounting principles in  
Norway. The related notes are an integral part of  
the financial statements of the Company.  
The annual accounts are based on the going  
concern assumption.  
Cash and cash equivalents  
Cash and cash equivalents consist of cash,  
bank deposits and other short term, easily  
Investment in subsidiaries  
Subsidiaries are companies controlled by the  
Company. Subsidiaries are measured at cost in  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
56  
ANNUAL REPORT 2023  
calculated by applying the discount rate at the  
beginning of the period to the net defined benefit  
liability or asset. For the defined contribution  
plan the cost is expensed as incurred.  
Related parties  
NOTE 4 – OTHER OPERATIONAL COSTS  
All transactions, agreements and business  
activities with related parties are processed on  
standard arm’s length business terms. Parties  
are related if they have the possibility to directly  
or indirectly control the business or provide  
significant influence over the financial and  
operational decision of the business. The  
parties are also related if they are subject to  
“common control”. The Company provides  
information in notes about transactions and  
balances with related parties in Note 4.  
(Amounts in NOK thousands)  
Leasing costs  
Consulting and legal fees  
Other costs  
2023  
2 283  
3 416  
7 610  
13 309  
2022  
1 955  
2 539  
4 424  
8 918  
Cash flow statement  
The Company reports the cash flow statement  
using the indirect method. The method involves  
adjusting the result for the period for the effects  
of transactions without effect on cash and  
changes in assets and liabilities to show net  
cash flow from operations. Cash flow relating to  
investment activities and financing activities are  
shown separately.  
Total  
Auditor fees  
(Amounts in NOK thousands)  
Statutory audit  
Other attestation services  
Total  
2023  
1 344  
444  
2022  
1 049  
140  
1 788  
1 189  
The amounts exclude VAT.  
NOTE 3 - NOTE 3 - SALARIES, RELATED PARTY AND MANAGEMENT  
COMPENSATION, AND PENSIONS  
NOTE 5 – FINANCIAL INCOME AND FINANCIAL COSTS  
(Amounts in NOK thousands)  
Wages and salaries  
Social security costs  
Pension costs defined benefit plan  
Pension costs defined contritbution plan  
Board members, etc  
2023  
10 160  
2 173  
512  
182  
1 840  
215  
2022  
6 028  
1 261  
734  
144  
1 300  
165  
(Amounts in NOK thousands)  
Interest income on bank deposits  
Interest from Group companies  
Gain on sale of financial investment  
Foreign exchange gains  
2023  
3 363  
32 531  
-
704  
36 598  
2022  
1 527  
7 419  
399 173  
16 606  
424 725  
Finance income  
Other personnel costs  
Total  
15 082  
3.5  
9 632  
3.5  
Interest expense convertible loan  
Foreign exchange losses  
Other finance costs  
1 141  
20  
16  
12 069  
3 665  
18  
Average number of full time employees  
Reference is made to Note 4, 24 and 25 in the consolidated financial statements for information  
regarding salaries, related party and Senior Management, pensions etc.  
Finance costs  
1 177  
15 752  
The disclosure in Note 25 – Pensions regarding the defined benefit plan – relates in its entirety to  
Nordic Mining ASA as the subsidiaries only has defined contribution plans.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
57  
ANNUAL REPORT 2023  
The following table shows the reconciliation of expected tax using the nominal tax rate to the actual  
tax expense/(income):  
NOTE 6 - TAXES  
The Company has incurred tax loss carry forwards of NOK 248.9 million as per 31 December 2023.  
At this stage, the Company cannot substantiate that there will be sufficient future income to be able  
to realise the Company’s unused tax losses, and thus the Company has not recognized any deferred  
tax asset as per 31 December 2023. There is no time limitation for utilization of tax losses carried  
forward in Norway.  
(Amounts in thousands)  
Net profit/(loss) before tax  
Nominal tax rate  
Expected tax expense/(income)  
Non-deductible costs  
2023  
50 780  
22 %  
11 172  
13  
2022  
399 457  
22 %  
87 881  
12  
Income taxes for the year  
Gain on sale of financial investment  
Impairment of investment and loans to subsidary  
Non-recognized tax assets on current year result  
Tax expense/(income)  
-
(87 818)  
152  
(Amounts in thousands)  
Taxes payable  
Deferred tax  
2023  
2022  
136  
(11 321)  
0
-
-
-
-
-
-
(227)  
-
Income tax expense/(income)  
Tax impact of temporary differences as of 31 December  
(Amounts in thousands)  
Property, plant & equipment  
Current liabilities  
2023  
2 296  
-
2022  
2 291  
-
Pensions  
48  
399  
Tax loss carryforwards  
Net deferred tax assets  
Nominal tax rate (used to measure deferred tax items)  
54 772  
57 116  
22 %  
56 735  
59 425  
22 %  
Recognized in the balance sheet:  
Deferred tax asset  
Deferred tax liability  
-
-
-
-
The Company recognized NOK 41.5 million in gross transaction cost of the 2023 share issues  
directly in equity (in 2022: nil) which is included in tax loss carry forwards.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
58  
ANNUAL REPORT 2023  
NOTE 7 - OTHER RECEIVABLES, PREPAYMENTS AND LOANS TO  
NOTE 8 - CASH AND CASH EQUIVALENTS  
RELATED PARTIES  
(Amounts in NOK thousands)  
Bank deposits  
Total cash and cash equivalents  
2023  
112 817  
112 817  
2022  
132 320  
132 320  
Other receivables and prepayments  
(Amounts in NOK thousands)  
Accounts receivable  
Other financial receivables  
Prepayments  
2023  
332  
904  
2022  
0
918  
Included in cash and cash equivalents - Employee witholding tax  
407  
396  
761  
803  
Totalt  
1 997  
1 721  
NOTE 9 - PROPERTY, PLANT AND EQUIPMENT  
Specification of intercompany loans/receivables  
(Amounts in NOK thousands)  
Engebø Rutile and Garnet AS, loan  
Engebø Rutile and Garnet AS, accounts receivable  
Nordic Quartz AS  
Nordic Ocean Resources AS  
Total  
Classified as current liabilities  
Classified long-term receivables  
2023  
487 220  
2022  
415 753  
(Amounts in NOK thousands)  
Cost  
1 January  
Additions *  
Disposals  
2023  
2022  
332  
-
-
-
2 150  
-
-
-
-
-
-
487 552  
-
-
415 753  
-
31 December  
2 150  
0
* Additions in 2023 is land. Land is not depreciated.  
487 552  
415 753  
During 2023, the Company converted NOK 942.4 million of debt in Engebø Rutile and Garnet AS to  
equity, NOK 0.3 million of debt in Nordic Quartz AS to equity, and NOK 0.3 million of debt in Nordic  
Titanium AS to equity.  
In 2023, a total of NOK 0.6 million in loans to and investments in Nordic Quartz AS and Nordic  
Titanium AS were impaired.  
The average interest rate on the intercompany loans is 6.2% pa.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
59  
ANNUAL REPORT 2023  
Changes in equity  
NOTE 10 - SHARE CAPITAL AND CHANGES IN EQUITY  
Other  
Share  
capital premium  
137 695  
Share paid-in  
equity  
313 699 16 038  
Other  
equity  
Ordinary  
Shares  
(Amounts in NOK thousands)  
Equity at 1 January 2022  
Share issue  
Actuarial gains/losses (-) on pensions  
Profit for the period  
Equity at 31 December 2022  
Share issue  
Transaction costs on share issue  
Actuarial gains/losses (-) on pensions  
Profit for the period  
Total  
467 432  
7 426  
(1 009)  
399 457  
873 307  
1 161 548  
(41 501)  
536  
Number of shares outstanding  
2022  
Opening balance  
Share issuance  
-
-
1 695  
5 731  
-
-
-
229 491 772  
2 825 000  
232 316 772  
-
-
-
-
(1 009)  
399 457  
31 December 2022  
139 390  
1 161 548  
319 430 16 038 398 449  
-
-
-
-
-
-
2023  
-
-
-
(41 501)  
Opening balance  
Share issuance  
31 December 2023  
232 316 772  
1 935 913 883  
2 168 230 655  
-
-
536  
50 780  
50 780  
Equity at 31 December 2023  
1 300 938  
277 928 16 038 449 765 2 044 670  
Reference is made to Note 17 in the consolidated financial statements for information regarding  
share issues. Reference is made to Note 23 for information regarding the 20 largest shareholders  
in Nordic Mining ASA as per 31 December 2023.  
NOTE 11 - OTHER CURENT LIABILITIES  
All shares have equal rights. Nominal value was NOK 0.60 per share at 31 December 2023. In  
March 2024 Nordic Mining ASA completed a reverse share split in the ratio 20:1, so that 20 shares  
were consolidated into 1 share. Upon completion of the reverse split the nominal value is NOK 12.  
See note 15.  
The following table specifies amounts included in other current liabilities at 31 December:  
(Amounts in NOK thousands)  
Tax withholding and social security accrual  
Employee salary and holiday pay accrual  
VAT payable  
2023  
756  
889  
241  
2022  
661  
701  
342  
Accrued interest convertible loan  
Accrued expenses and other current liabilities  
Total  
-
5 981  
1 088  
8 774  
1 621  
3 508  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
60  
ANNUAL REPORT 2023  
NOTE 12 - INVESTMENTS IN SUBSIDIARIES AND EQUITY INSTRUMENTS  
Nordic Mining ASA’s investment in subsidiaries as at 31 December 2023 is shown in the following table:  
Year  
Share  
capital  
26 078  
124  
Owner-  
Equity  
Net loss  
2023  
(34 345)  
(274)  
Carrying amount  
31.12.23  
(Amounts in NOK thousands)  
Engebø Rutile and Garnet AS  
Nordic Titanium AS  
Nordic Quartz AS  
Location  
incorp.  
2006  
2011  
ship  
31.12.23  
1 014 737  
(274)  
Oslo, Norway  
Oslo, Norway  
Oslo, Norway  
100 %  
100 %  
100 %  
1 445 305  
-
-
2011  
129  
(344)  
(347)  
Total  
1 445 305  
During 2023, the Company converted NOK 942.4 million of debt in Engebø Rutile and Garnet AS to  
equity, NOK 0.3 million of debt in Nordic Quartz AS to equity, and NOK 0.3 million of debt in Nordic  
Ocean Resources AS to equity.  
shares in Keliber for a cash consieration of EUR 157.28 per share, in total EUR 46.9 million. The  
sale of the shares was completed in Q3 2022.  
Despite relatively low equity, the carrying value of shares in Engebø Rutile and Garnet AS is deemed  
recoverable based on currently available information regarding the discovered resources and the  
progress in the early works for constructing the mine at Engebø. The combined carrying amount of  
the investment in Engebø Rutile and Garnet AS and the outstanding loan to Engebø Rutile and  
Garnet AS of NOK 1.9 billion was below the market capitalization of the Company at year-end 2023  
of NOK 1.8 billion, which is an impairment indicator. No other impairment indicators were identified  
at year-end 2023. Based on the indicator the Company performed an impairment test at year-end  
2023. The recoverable amount was determined to be the value in use, which was determined to be  
higher than the carrying amount. The Company has therefore not recognized an impairment  
charge. The value in use calculation is highly sensitive to the revenue assumptions, a significant  
reduction in estimated revenue could result in an impairment.  
NOTE 13 - CONVERTIBLE LOAN  
In January 2022, Nordic Mining entered into a NOK 132.5 million 5% interest bearing convertible  
loan in favor of Fjordavegen Holding AS, a local investor group led by two of the EPC partners for  
the Engebø project. This transaction is the first step in the project financing of the Engebø project.  
The lenders may, and is contractually obliged to, convert all tranches from the loan, together with  
accrued interests, into shares in Nordic Mining upon a share issue in Nordic Mining in relation to  
final investment decision (or delay of final investment decision) for the Engebø Rutile and Garnet  
Project, however, at latest 1 August 2023. The conversion price will as a starting point be NOK 3.355  
per share, however, shall be the lowest of NOK 3.355 and the subscription price in a subsequent  
share issue in Nordic Mining in relation to final investment decision/delay of final investment  
decision, or if no such share issue occurs, the lowest of NOK 3.355 and the volume-weighted  
average trading price the Nordic Mining’s share for the last 20 trading days prior to 30 June 2023.  
Due to the expiration of the exclusive rights for investigation and development of the Kvinnherad  
quartz deposit in 2019, the carrying amount of the Company’s investment in Nordic Quartz was  
written off at year-end 2023.  
The loan is measured at amortized cost. The convertible loan with accrued interests, in total NOK  
139.6 million, was converted into 232,703,125 new shares in Nordic Mining ASA on 4 March 2023,  
in relation to the private placement to fully fund the Engebø Project. See note 28 in the consolidated  
financial statements for more information.  
Due to the general uncertainties related to timing and progress of seabed mineral exploration and  
the Group’s prioritization of the Engebø rutile and garnet project, the carrying amount of the  
Company’s investment in Nordic Ocean Resources was written off at year-end 2023.  
Financial investments  
The convertible loan with accrued interests, in total NOK 139.6 million, was converted into  
232,703,125 new shares in Nordic Mining ASA on 4 March 2023, in relation to the private placement  
to fully fund the Engebø Project.  
As per 31 December 2021, the Company held approximately 12,7% of the shares in Keliber Oy in  
Finland. In June 2022, the Company accepted an offer from Sibanye-Stillwater Limited to divest its  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
61  
ANNUAL REPORT 2023  
NOTE 14 - FINANCIAL INSTRUMENTS AND RISK MANAGEMENT  
NOTE 15 - EVENTS AFTER BALANCE SHEET DATE  
Management of financial risk  
In March 2024 Nordic Mining ASA completed a reverse share split in the ratio 20:1, so that 20  
Nordic Mining is exposed to various types of financial risk related to its financial instruments,  
market risk primarily related to currency risk related to bank deposits in foreign currency and floating  
interest rate on cash and cash equivalents, and liquidity risk.  
shares were consolidated into 1 share. Upon completion of the reverse split the share capital of the  
Company amounts to NOK 1,300,938,396 divided on 108,411,533 shares of a nominal value of  
NOK 12.  
Liquidity risk  
Liquidity risk is the risk that the Company is not able to pay its financial obligations upon maturity.  
The Company has historically to a large degree used equity financing to meet liquidity demands  
related to financial obligations, cover operational losses and for investments.  
During 2023 the Company together with its subsidiary Engebø Rutile and Garnet AS has fully  
financed the Engebø Rutile and Garnet Project and the mine is under construction. For a more  
complete description of Nordic Mining Group’s liquidity risk, reference is made to Note 20 in the  
consolidated financial statements and the Board of Directors’ report.  
Market risk  
Variable interest risk  
The Company is exposed to cash flow risk related to receivables from subsidiaries that has a fixed  
interest rate. Furthermore, the Company has exposure to the floating interest risk related cash or  
cash equivalent deposits.  
Currency exchange risk  
As per 31 December 2023, the Company has limited exposure to currency exchange risk. Cash  
holdings are placed in bank accounts in Norwegian Kroner (NOK), United States Dollars (USD) and  
Euro (EUR).  
Credit risk  
The Company does not have receivables from sales (receivables are primarily from companies  
within the Group). The Company has limited credit risk from external parties, but is exposed to  
credit risk through its loans to its subsidiary Engebø Rutile and Garnet AS.  
Sensitivity analysis  
The Company’s result and equity are only to a limited extent exposed to changes in interest rate  
(bank deposit) and currency exchange rates.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
62  
ANNUAL REPORT 2023  
RESPONSIBILITY STATEMENT  
We confirm to the best of our knowledge that the consolidated financial statements for  
2023 have been prepared in accordance with IFRS as adopted by the European Union, as  
well as additional information requirements in accordance with the Norwegian Accounting  
Act, that the financial statements for the parent company for 2023 have been prepared in  
accordance with the Norwegian Accounting Act and generally accepted accounting practice  
in Norway, and that the information presented in the financial statements gives a true and  
fair view of the assets, liabilities, financial position and result of Nordic Mining ASA and the  
Nordic Mining Group for the period.  
We also confirm to the best of our knowledge that the Board of Directors’ Report includes a  
true and fair review of the development, performance and financial position of Nordic  
Mining ASA and the Nordic Mining Group, together with a description of the principal risks  
and uncertainties that they face.  
Oslo, 23 April 2024  
The Board of Directors of Nordic Mining ASA  
__________________  
__________________  
Kjell Roland  
Chair  
Kjell Sletsjøe  
Deputy Chair  
__________________  
__________________  
Benedicte Nordang  
Board member  
Eva Kaijser  
Board member  
__________________  
__________________  
Tom Lileng  
Board member  
Ivar S. Fossum  
CEO  
Nordic Mining ASA // Org. nr. 989 796 739 // www.nordicmining.com //  
+47 22 94 77 90 // post@nordicmining.com // Munkedamsveien 45A, 0250 Oslo, Norway  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
63  
ANNUAL REPORT 2023  
2
Foretaksregisteret: NO 976 389 387 MVA  
Tlf: +47 24 00 24 00  
Statsautoriserte revisorer  
Ernst & Young AS  
www.ey.no  
Medlemmer av Den norske Revisorforening  
Stortorvet 7, 0155 Oslo  
Postboks 1156 Sentrum, 0107 Oslo  
Key audit matters  
INDEPENDENT AUDITOR'S REPORT  
Key audit matters are those matters that, in our professional judgment, were of most significance in our  
audit of the financial statements for 2023. These matters were addressed in the context of our audit of the  
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate  
opinion on these matters. For each matter below, our description of how our audit addressed the matter is  
provided in that context.  
To the Annual Shareholders' Meeting of Nordic Mining ASA  
Report on the audit of the financial statements  
Opinion  
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial  
statements section of our report, including in relation to these matters. Accordingly, our audit included the  
performance of procedures designed to respond to our assessment of the risks of material misstatement  
of the financial statements. The results of our audit procedures, including the procedures performed to  
address the matters below, provide the basis for our audit opinion on the financial statements.  
We have audited the financial statements of Nordic Mining ASA (the Company) which comprise the  
financial statements of the Company and the consolidated financial statements of the Company and its  
subsidiaries (the Group).  
The financial statements of the Company comprise the balance sheet as at 31 December 2023, the  
income statement, and statement of cash flows for the year then ended, and notes to the financial  
statements, including a summary of significant accounting policies.  
Accounting for costs related to mine under construction  
Basis for the key audit matter  
Our audit response  
Nordic Mining ASA (“The Group”) has during the  
year continued the construction work for the  
Engebø Project. The Group capitalized costs  
amounting to NOK 1 088.7 million as mine under  
construction during the year. Only directly  
attributable costs, including borrowing costs, are  
to be capitalized. Due to the materiality of the  
amount and the judgement applied in  
Our audit response included an assessment  
whether the costs meet the criteria for  
capitalization, evaluating the assumptions and  
methodologies used by management. Further we  
had discussions with management, and we  
performed detailed testing of capitalized external  
and internal costs against supporting  
The consolidated financial statements of the Group comprise the statement of financial position as at 31  
December 2023, the statement of profit and loss, statement of comprehensive income, statement of cash  
flows and statement of changes in equity for the year then ended and notes to the financial statements,  
including material accounting policy information.  
In our opinion  
the financial statements comply with applicable legal requirements,  
documentation including external invoices,  
interest calculations and allocation of payroll  
expenses for a sample of costs to assess that the  
criteria for capitalization was met.  
the financial statements give a true and fair view of the financial position of the Company as at 31  
December 2023 and its financial performance and cash flows for the year then ended in  
accordance with the Norwegian Accounting Act and accounting standards and practices  
generally accepted in Norway,  
determining capitalization versus expensing of  
cost incurred, we considered the capitalization as  
a key audit matter.  
the consolidated financial statements give a true and fair view of the financial position of the  
Group as at 31 December 2023 and its financial performance and cash flows for the year then  
ended in accordance with IFRS Accounting Standards as adopted by the EU.  
We refer to note 11 in the consolidated financial  
statements.  
Our opinion is consistent with our additional report to the audit committee.  
       G
documntkey:1DIT3Q0BXAPHF-4YKG5  
Accounting for royalty financing agreement  
Basis for opinion  
Basis for the key audit matter  
Our audit response  
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our  
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of  
the financial statements section of our report. We are independent of the Company and the Group in  
accordance with the requirements of the relevant laws and regulations in Norway and the International  
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants  
(including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical  
responsibilities in accordance with these requirements. We believe that the audit evidence we have  
obtained is sufficient and appropriate to provide a basis for our opinion.  
During 2023 the Group entered into a USD 50  
million royalty financing agreement with Orion  
Resource Partners which included receiving USD  
50 million as a fixed one-time consideration in  
exchange for a payment of an 11 % royalty of the  
gross revenue from the sale of products from the  
Engebø Rutile and Garnet Project with an upper  
limit of 90 years. The Group has the option to  
reduce the royalty rate from 11% to 5.5% on  
certain conditions in 2028 or 2029.  
Our audit response included, among others,  
evaluation of the applied accounting policy,  
consideration of methods and models used in the  
calculation of the expected future royalty  
payments, testing the model for clerical accuracy  
and corroborating obtained audit evidence from  
different sources. In addition, we compared  
expected production of minerals to approved  
budgets and forecasts.  
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit  
Regulation (537/2014) Article 5.1 have been provided.  
To test price assumptions, we evaluated  
management’s methodology to determine future  
commodity prices and compared such  
We have been the auditor of the Company for 17 years from the election by the general meeting of the  
shareholders on 23 February 2006 for the accounting year 2006.  
As described in Note 18, the royalty financing  
agreement is accounted for as a financial liability  
at amortized cost. When calculating effective  
interest management has applied estimates  
primarily related to future production plans and  
assumptions to external reports produced by a  
management appointed specialist for which we  
Independent auditor's report - Nordic Mining ASA 2023  
A member firm of Ernst & Young Global Limited  
A member firm of Ernst & Young Global Limited  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
64  
ANNUAL REPORT 2023  
3
4
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an  
audit conducted in accordance with ISAs will always detect a material misstatement when it exists.  
mineral prices over the lifetime of the royalty  
agreement. The Group’s operational  
evaluated the competence, capabilities, and  
objectivity.  
performance and external factors have a  
significant impact on the estimated future cash  
flows and therefore, the accounting for the royalty  
financing agreement. Auditing management’s  
estimate of the royalty is complex and involves a  
high degree of judgement.  
Misstatements can arise from fraud or error and are considered material if, individually or in the  
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the  
basis of these financial statements.  
We refer to note 2 and 18 in the consolidated  
financial statements.  
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional  
scepticism throughout the audit. We also:  
Identify and assess the risks of material misstatement of the financial statements, whether due to  
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit  
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not  
detecting a material misstatement resulting from fraud is higher than for one resulting from error,  
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override  
of internal control.  
We consider the royalty financing agreement to  
be a key audit matter given the significance,  
complexity and uncertainty of the estimates and  
assumptions used by management in the cash  
flow model.  
Obtain an understanding of internal control relevant to the audit in order to design audit  
procedures that are appropriate in the circumstances, but not for the purpose of expressing an  
opinion on the effectiveness of the Company’s and the Group’s internal control.  
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting  
estimates and related disclosures made by management.  
Other information  
Other information consists of the information included in the annual report other than the financial  
statements and our auditor’s report thereon. Management (the board of directors and Chief Executive  
Officer) is responsible for the other information. Our opinion on the financial statements does not cover  
the other information, and we do not express any form of assurance conclusion thereon.  
Conclude on the appropriateness of management’s use of the going concern basis of accounting  
and, based on the audit evidence obtained, whether a material uncertainty exists related to  
events or conditions that may cast significant doubt on the Company’s and the Group’s ability to  
continue as a going concern. If we conclude that a material uncertainty exists, we are required to  
draw attention in our auditor’s report to the related disclosures in the financial statements or, if  
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit  
evidence obtained up to the date of our auditor’s report. However, future events or conditions  
may cause the Company and the Group to cease to continue as a going concern.  
Evaluate the overall presentation, structure and content of the financial statements, including the  
disclosures, and whether the financial statements represent the underlying transactions and  
events in a manner that achieves fair presentation.  
In connection with our audit of the financial statements, our responsibility is to read the other information,  
and, in doing so, consider whether the board of directors’ report contains the information required by  
applicable legal requirements and whether the other information is materially inconsistent with the  
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially  
misstated. If, based on the work we have performed, we conclude that the other information is materially  
inconsistent with the financial statements, there is a material misstatement in this other information or that  
the information required by applicable legal requirements is not included in the board of directors’ report,  
we are required to report that fact.  
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or  
business activities within the Group to express an opinion on the consolidated financial  
statements. We are responsible for the direction, supervision and performance of the group audit.  
We remain solely responsible for our audit opinion.  
We have nothing to report in this regard, and in our opinion, the board of directors’ report is consistent  
with the financial statements and contain the information required by applicable legal requirements.  
       G
documntkey:1DIT3Q0BXAPHF-4YKG5  
Responsibilities of management for the financial statements  
We communicate with the board of directors regarding, among other matters, the planned scope and  
timing of the audit and significant audit findings, including any significant deficiencies in internal control  
that we identify during our audit.  
Management is responsible for the preparation of the financial statements of the Company that give a  
true and fair view in accordance with the Norwegian Accounting Act and accounting standards and  
practices generally accepted in Norway, and for the preparation of the consolidated financial statements  
of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by  
the EU. Management is responsible for such internal control as management determines is necessary to  
enable the preparation of financial statements that are free from material misstatement, whether due to  
fraud or error.  
We also provide the audit committee with a statement that we have complied with relevant ethical  
requirements regarding independence, and to communicate with them all relationships and other matters  
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.  
From the matters communicated with the board of directors, we determine those matters that were of  
most significance in the audit of the financial statements of the current period and are therefore the key  
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public  
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should  
not be communicated in our report because the adverse consequences of doing so would reasonably be  
expected to outweigh the public interest benefits of such communication.  
In preparing the financial statements, management is responsible for assessing the Company’s and the  
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern  
and using the going concern basis of accounting unless management either intends to liquidate the  
Company or the Group, or to cease operations, or has no realistic alternative but to do so.  
Auditor’s responsibilities for the audit of the financial statements  
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are  
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that  
Independent auditor's report - Nordic Mining ASA 2023  
A member firm of Ernst & Young Global Limited  
Independent auditor's report - Nordic Mining ASA 2023  
A member firm of Ernst & Young Global Limited  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
65  
ANNUAL REPORT 2023  
5
Report on other legal and regulatory requirement  
Report on compliance with regulation on European Single Electronic Format (ESEF)  
Opinion  
As part of the audit of the financial statements of Nordic Mining ASA we have performed an assurance  
engagement to obtain reasonable assurance about whether the financial statements included in the  
annual report, with the file name nordicmining-2023-12-31-en, have been prepared, in all material  
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815  
on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of  
the Norwegian Securities Trading Act, which includes requirements related to the preparation of the  
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.  
In our opinion, the financial statements, included in the annual report, have been prepared, in all material  
respects, in compliance with the ESEF Regulation.  
Management’s responsibilities  
Management is responsible for the preparation of the annual report in compliance with the ESEF  
Regulation. This responsibility comprises an adequate process and such internal control as management  
determines is necessary.  
Auditor’s responsibilities  
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material  
respects, the financial statements included in the annual report have been prepared in accordance with  
the ESEF Regulation. We conduct our work in accordance with the International Standard for Assurance  
Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial  
information”. The standard requires us to plan and perform procedures to obtain reasonable assurance  
about whether the financial statements included in the annual report have been prepared in accordance  
with the ESEF Regulation.  
As part of our work, we perform procedures to obtain an understanding of the company’s processes for  
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial  
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL  
tagging of the consolidated financial statements and assess management’s use of judgement. Our  
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in  
human-readable format. We believe that the evidence we have obtained is sufficient and appropriate to  
provide a basis for our opinion.  
doucmtnkey:1DITQ0B3AXPHF-4YKG5  
Oslo, 23 April 2024  
ERNST & YOUNG AS  
The auditor's report is signed electronically  
Johan Lid Nordby  
State Authorised Public Accountant (Norway)  
Independent auditor's report - Nordic Mining ASA 2023  
A member firm of Ernst & Young Global Limited  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
66  
ANNUAL REPORT 2023  
FINANCIAL CALENDAR 2024  
May 2024  
May 2024  
August 2024  
7
23  
13  
Half yearly  
results 2024  
First quarter  
Annual General  
results 2024  
Meeting  
November 2024  
February 2025  
5
4
Third quarter  
results 2024  
Fourth quarter  
results 2024  
Photos:  
Page 5: tsminitiative.com  
Page 6, 17, 18: United Nations  
Page 19, 25 (Management + BOD): Ihne Pedersen / ihnebilder.no  
Page 19 (Nordang): Karl R. Lilliendahl  
All other photos by Nordic Mining.  
Design and production:  
Apriil Media / apriil.no  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
67  
ANNUAL REPORT 2023  
ARTICLES OF ASSOCIATION  
for Nordic Mining ASA per 11 March 2024  
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 share-  
holders or representatives of shareholders  
of the company. The election committee  
shall make recommendations to the general  
meeting concerning the election of  
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.  
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 out  
exploration for minerals and ores, mining  
activity, technology development, activities  
that may be associated herewith, and  
participation in other companies anywhere  
in the world.  
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 recommen-  
dations for and adopt instructions for the  
election committee.  
9. Shareholders that plan to attend a general  
meeting have to give notice to the company  
within 2 days of the general meeting. Share-  
holders who have not given such notice  
within 2 days of the general meeting may be  
denied entrance to the general meeting.  
4. The share capital of the company amounts  
to NOK 1,300,938,396 divided on  
108,411,533 shares of a nominal value of  
NOK 12. The shares of the company shall  
be registered in the Norwegian Registry of  
Securities.  
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 cast 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.  
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.  
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 can jointly sign on behalf of  
the company.  
 
NORDIC MINING  
CONTENTS  
CEO’s REPORT  
OPERATIONS  
BOD’s REPORT  
CORPORATE GOVERNANCE  
FINANCIAL STATEMENTS  
68  
ANNUAL REPORT 2023  
Nordic Mining ASA
Munkedamsveien 45 A
NO-0250 Oslo
Norway
Tel: +47 22 94 77 90  
Email: post@nordicmining.com  
www.nordicmining.com