Nordic Gold Secures Funding to Complete the Path to Production

The mine is a past producer, is fully built and fully permitted. On October 11^th, Laiva received written approval for startup. Mining started on August 5^th. 1^st gold pour is scheduled for November 27^th, 2018.

The terms of the Supplemental Tranches are as follows:

• PFL will provide US$3,000,000 immediately and another US$4,000,000 in November 2018, subject to conditions precedent, as partial consideration for the purchase of gold under the Pre-Paid Forward Gold Purchase Agreement (as amended, the “PPF Agreement”) dated November 10, 2017. The Supplemental Tranches will be in addition to the US$20,600,000 provided in December 2017.
• Nordic will be obligated to deliver to Pandion an additional scheduled monthly quantity of gold at a price equal to the then-current spot price, less a specified discount.
• Required gold deliveries related to the Supplemental Tranches may be reduced or cancelled entirely by Nordic prior to June 30, 2019 through the payment of the full amount of the Supplemental Tranches.
• Nordic will use its best efforts to raise US$7,000,000 in a private placement to reduce or cancel the gold deliveries related to the Supplemental Tranches. Executive Chairman, Basil Botha and Chief Executive Officer, Michael Hepworth, will invest an additional $200,000 through a participation in the private placement.
• A cash sweep will be added to the PPF Agreement, requiring any cash above a balance of US$2,000,000 from the Company’s operations be used, in part, to reduce the delivery obligations. This will be cancelled upon payment by Nordic of the full amount of the Supplemental Tranches by June 30, 2019.
• The start date of gold deliveries under the PPF Agreement has been extended to January 2020 from May 2019.

Nordic announced on September 6­­, 2018 that it had reached an agreement with PFL to amend additional terms and provisions of the PPF Agreement.

The parties have agreed to remove the entirety of Section 23 of the PPF Agreement, which allowed PFL to elect, in lieu of delivery of 24,000 ounces of gold (from the restart of the Laiva Gold Mine), to exchange such ‘gold delivery’ for up to 270 million common shares of Nordic (“Nordic Shares”) in increments of 100 ounces of gold equal to 1,125,000 Nordic Shares, subject to PFL restricting such exercise at any time such that it would not, following exercise, own more than 20% of the Nordic Shares. 

In return for the removal of Section 23, the parties have agreed to the following:

• PFL will be granted a 2.5% net smelter return (“NSR”) on gold production from the Laiva Gold Mine.

• PFL will be issued 36.5 million Nordic Shares – representing 19.99% of the outstanding Nordic Shares following such issue.

• Simultaneous with any subsequent equity raise by the Company, until the Company has raised CA$10,000,000 in equity, PFL will be issued sufficient common shares to maintain PFL’s ownership stake in the Company at 19.99%.

• Nordic will make a payment of US$1,500,000 to PFL within six months of entering into the amendment to the PPF Agreement.

The foregoing amendments have been given provisional approval of the TSX Venture Exchange.

The PPF Agreement includes provisions for early buy back.  Nordic has advised Pandion that it intends to exercise such provisions.

Michael Hepworth, President and Chief Executive Officer said, “The gold forward sale initially enabled our small company with a market cap of around $3,000,000 to acquire a high-value, fully-built and permitted mine for around $25,000,000. The previous owners, Nordic Mines AB, invested €220,000,000 to build the Laiva Gold Mine. In addition, there is a US$155,000,000 tax loss carry-forward provision in place that the Finnish government has already approved for Nordic’s use should the company accrue taxable income.”

“Our financing options have significantly increased, now that the project is largely de-risked, and first gold is scheduled to be poured on November 27^th, 2018.  The PEA gives us an after tax NPV of US$69 million and a 1.7-year payback. As production is expected to be 67,000 ounces of gold in the first 12 months, this means that some debt is now an option and consequently we intend to refinance at more favorable terms. “

Nordic is already in discussion with several banks and several potential strategic investors, with regard to a refinancing. The goal is to have such financing in place by May 2019.

The Company also amended the terms of its non-brokered private placement, announced on September 6, 2018. Specifically, Nordic announced that it intends to reprice the previously announced private placement to raise up to $10,000,000 in gross proceeds.  Nordic now plans to issue units (“Units”) consisting of one Nordic common share and a full warrant (each a “Warrant”) at $0.10 per Unit.  Each Warrant forming part of the Units will be exercisable for 24 months at $0.13 per share and will contain an early acceleration clause if the common shares trade above $0.25 for 30 consecutive days. 

All announcements in this press release remain subject to the receipt of all necessary regulatory approvals, including acceptance by the TSX Venture Exchange. The securities issued under the private placement will be subject to a four month hold period under applicable Canadian securities laws.

About the Company

Nordic Gold Corp. is a junior mining company with a near production gold mine in Finland.   The Laiva Gold Mine is fully built, fully permitted and financed to production via a gold forward sale agreement.  Production is scheduled to start in the 4^th quarter of 2018.  

The Company’s name was changed from Firesteel Resources Ltd. to Nordic Gold Corp. on August 9, 2018.

A recently released PEA was conducted by John T. Boyd Company of Denver, Colorado (“Boyd”).

Please find further information in the attachement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release

Advisory Regarding Forward Looking Statements

This news release contains forward-looking statements. Users of forward-looking statements are cautioned that actual results may vary from forward-looking statements contained herein. Forward-looking statements include, but are not limited to: expectations, opinions, forecasts, projections and other similar statements concerning anticipated future events, conditions or results that are not historical facts. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. While the Company has based these forward-looking statements on its expectations about future events as at the date those statements were prepared, the statements are not a guarantee of the Company’s future performance.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. 

The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement and are made as of the date of this new release.  Unless otherwise required by applicable securities laws, the Company does not intend nor does it undertake any obligation to update or review any forward-looking statements to reflect subsequent information, events, results or circumstances or otherwise.