Nordic Gold Finalizes Additional Funding from Pandion to Complete Path to Production and Closes $725,000 Tranche of Units

(TheNewswire)

Vancouver, BC, /TheNewswire/ November 19, 2018 - NORDIC GOLD CORP. (TSX-V: NOR) ("Nordic" or the "Company") is pleased to announce that, further to its press release of October 17, 2018, it has now finalized all documents in relation to PFL Raahe Holdings LP (“PFL”) providing US$7,000,000 in additional funding (the “Supplemental Tranches”) to enable the Company to reach production at the Laiva Gold Mine.  PFL is an investment vehicle controlled by Pandion Mine Finance Fund, LP (“Pandion”).

The Laiva Gold Mine is a past producer, is fully built and fully permitted. On October 11, 2018 Laiva received written approval for startup and mining started on August 5, 2018. The first gold pour is scheduled for November 27, 2018.

In connection with the Supplemental Tranches:

• PFL provided US$3,000,000 in funding on October 17, 2018 and another US$4,000,000 on November 9, 2018, as partial consideration for the purchase of gold under the Pre-Paid Forward Gold Purchase Agreement dated November 10, 2017 (amended as of October 15, 2018, herein, the “PPF Agreement”).   The Supplemental Tranches are in addition to the US$20,600,000 provided by PFL 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, have agreed to invest an additional $200,000 through participation in the private placement.

  A cash sweep has been 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.

In connection with the Supplemental Tranches and as press released on September 6, 2018 when it was announced that the Company and PFL had agreed to remove Section 23 of the PPF Agreement (i.e  the former Contract Quantity Exchange concept). In consideration for same, Nordic has:

1. granted to PFL a 2.5% net smelter return on all gold production from the Laiva Gold Mine;

   issued 36.5 million common shares to PFL – representing 19.90% of the outstanding common shares of the Company following such issuance.  Such securities are subject to a four month hold period under applicable Canadian securities laws;

   agreed to pay US$1,500,000 to PFL on or prior to April 15, 2019;

   has agreed to issue to PFL additional common shares of Nordic simultaneously with any subsequent equity raise by the Company (up to $10,000,000) to maintain PFL’s ownership stake at 19.90%.

Michael Hepworth, President and Chief Executive Officer said, “We are pleased to have completed all documents and steps necessary to secure the US$7,000,000 in Supplemental Tranches and thank Pandion for their continued support as we drive to our path to production at the Laiva Gold Mine”.

Update re Private Placement

Nordic also announces that it has closed a $725,000 tranche of its previously announced private placement of units (each a “Unit’) at $0.10 per Unit.  Each Unit consists of one common share and one common share purchase warrant (each a “Warrant”). Each Warrant forming part of the Units will be exercisable for 24 months at $0.13 per common share and contains an early acceleration clause if the common shares trade above $0.25 for 30 consecutive days.  The securities issued in connection with same are subject to a four month hold period under applicable Canadian securities laws.

In connection with the closing of the $725,000 tranche described above, PFL has been issued an additional 1,658,549 common shares of Nordic as per clause (iv) referred to above.

Insiders of the Company participated in the private placement for an aggregate amount of $200,000.  Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the private placement constitutes a “related party transaction” as insiders of the Company subscribed for Units. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101. The private placement was approved by all of the independent directors of the Company.

Accredited investors wishing to participate in this private placement may do so online at www.nordic.gold or at http://www.stockhouse.com/b/2DltfZj

Nordic has scheduled a first pour of gold at 9.00am EST on 30th November 2018. Interested investors can sign up to watch a live stream of this first pour at www.nordic.gold

For further information, please contact:

Michael Hepworth

President and Chief Executive Officer

(416) 419 5192

[email protected]

www.nordic.gold

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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 4th quarter of 2018.  

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

Summary of the PEA results include:

Other Highlights include:

• Pre-production capex $7,115,103.

  75,981 ounces of average annual gold production at a cash cost of $863 per ounce and AISC of $974 per ounce.

  Measured mineral resources of 355,000 tonnes at 1.132 g/t Au and Indicated mineral resources of 3,442,000 tonnes at 1.248 g/t Au.

  Inferred mineral resources of 9,030,000 tonnes at 1.531 g/t Au.

  Mill grade of 1.45 grams per tonne with a recovery of 90.4%.

  Life of Mine production of 456,600 ounces gold over a 6-year mine life.

The PEA is preliminary in nature and includes Inferred Mineral Resources that are too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that PEA results will be realized. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.

As previously announced, when Nordic acquired the Laiva Gold Mine, the Company was granted, €131,716,248 in tax loss provisions which may be used to offset future taxes should taxable income be earned in Finland prior to expiration of the tax loss carry forwards.  The tax loss provisions expire between 2020 and 2028 (see the Company’s audited financial statements for the year ended January 31, 2018 for detailed disclosure of the expiration schedule). The recognition of the tax loss carry-forwards has a material impact on the economic assessment of the Laiva Gold Mine project and are contingent upon the Company achieving taxable net income per Finnish tax laws.

Nordic Gold’s management has identified several opportunities outside of the scope of the mine plan studied in the PEA, which could further improve the mine plan and the economics of the project. Most important of these being the three additional 100% owned exploration properties close to the mine. Nordic is currently conducting magnetic surveys on all of the company’s properties. All three properties are fully permitted for exploration.

The report also identifies near mine targets for exploration as potentially 3.2 to 5.1 million tonnes grading at 1.25 to 1.45 grams per tonne. This estimate is based on drilling beneath the south and north pits at depths up to 250 m below surface and is open at depth.  Further infill and step-out drilling is required to test these targets.  Grade estimate is based on assuming the same weighted average grade of the measured, indicated and inferred resources reported in the Boyd report.  The report also identifies a target in the eastern extension as potentially 0.85 to 3.2 million tonnes grading 1.25 to 1.45 grams per tonne.  This estimate is based on three to five mineralized zones of 200 m to 300 m length, 50 m to 75 m vertical extent and 10 m width.  Drilling has identified multiple mineralized zones up to 750 m from the north pit that extend to depths of at least 100 m.  Grade estimate is based on intercepts of reconnaissance drilling and the weighted average grade of the measured, indicated and inferred resources reported in the Boyd report. The exploration targets are conceptual in nature as there has been insufficient exploration work to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource.  The economics of the PEA do not include these exploration opportunities.  

Mineral Resources:

Mineral Resources were prepared by JT Boyd (Nordic Press Release August 21, 2017).

1. The effective date of the estimate is August 9, 2017.

   The mineral resources presented here were estimated using a block model with a block size of 9 m by 9 m by 9 m sub-blocked to a minimum of 3 m by 3 m by 3 m using ID3 methods for grade estimation.  All mineral resources are reported using an open pit gold cut-off of 0.40 g/t Au.  

   Mineral resources which are not mineral reserves do not have demonstrated economic viability.  The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, socio-political, marketing, or other relevant issues.

   The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to an Indicated Mineral Resource and must not be converted to a Mineral Reserve.  It is reasonably expected that the majority of the Inferred Mineral Resource could be expected to be upgraded to an Indicated Mineral Resource with continued exploration.

   Other than an economic pit shell no attempt has been made to apply a mining dilution or a mining recovery factor.    

   Mineral resources were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), CIM Standards on Mineral Resources and Reserves, Definition and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.

   Numbers may not add due to rounding.

Disclosure: Companies typically rely on comprehensive feasibility reports on mineral reserve estimates to reduce the risks and uncertainties associated with a production decision.  The Company has not completed a feasibility study on, nor has the Company completed a mineral reserve estimate at the Laiva Gold Mine and as such the financial and technical viability is higher risk than if this work had been completed.  Based on historical engineering and geological reports, historical production data and current engineering work completed or in process by Nordic Gold, the Company intends to move forward with the development of this asset. The Company further cautions that it is not basing any production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, and therefore there is a much greater risk of failure associated with its production decision. In addition, readers are cautioned that inferred mineral resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves.

Nordic Gold currently has one highly prospective property in British Colombia. The Star Property is currently operated under a Joint Venture agreement between Nordic (49%) and Prosper Gold. (TSX-V: PGX) (51%).

Qualified Person

The scientific and technical information in this news release has been reviewed and approved by Paul Sarjeant, P.Geo., a Qualified Person under National Instrument 43-101 and a director of the Company.

About Pandion Mine Finance, LP

Pandion Mine Finance, LP is the general partner of PFL Raahe Holdings LP and is a mining-focused investment firm backed by MKS PAMP Group and Ospraie Management, LLC that provides flexible financing solutions to developing mining companies.

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.

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