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17 February, 2022

Northgold announces offering and publishes prospectus prior to listing on Nasdaq First North Growth Market Sweden


Northgold AB (“Northgold” or the “Company”), a Swedish gold exploration and development company, hereby publishes its prospectus and the offering prior to the listing on Nasdaq First North Growth Market Sweden (the “Listing”). In connection with the Listing, the Company is carrying out an issue of shares of SEK 43.5 million (the “Offering”) with an over-allotment option of an additional SEK 6.5 million (the “Over-allotment option”). With the issue proceeds, Northgold has the opportunity to conduct exploration activities to update and expand the existing gold resources. Nasdaq Stockholm AB has assessed that Northgold meets the applicable listing requirements for Nasdaq First North Growth Market Sweden and the first day of trading is expected to be 24 March 2022, provided that usual conditions are met, including the distribution requirement for the Company's shares. On 15 February 2022 Northgold announced its intention to make an offering and list its shares on Nasdaq First North Growth Market Sweden.

The Offering in brief

  • The Offering amounts to SEK 43.5 million, corresponding to 3,750,000 shares, with an Over-allotment option of approximately SEK 6.5 million, corresponding to 562,500 shares in order to cover a possible Over-allotment.
  • Prior to the Offering a group of investors, including current shareholders and new investors, have committed to subscribe for shares corresponding to a total value of approximately SEK 32.0 million, corresponding to 73.6 percent of the Offering.
  • The subscription price in the Offering is SEK 11.60 per share, which corresponds to a

pre-money valuation of the Company of approximately SEK 82.4 million.

  • 100 percent of the shares in the Company prior to the Offering are subject to lock-up agreements, covering a period of 12 months from the first day of trading.
  • The subscription period will run from and including 21 February up to and including 7 March 2022.
  • The minimum subscription is 500 shares, corresponding to 5,800 SEK.
  • Provided that the Over-allotment option is exercised in full, the Offering will compromise of 4,312,500 new shares, which represent approximately 37.8 percent of the total number of shares in the Company after the Offering.
  • Complete terms and conditions for the Offering can be found in the EU Growth Prospectus which is available on the Company's website www.northgoldab.com, Augment Partners AB's website offers.augment.se and Aqurat's website www.aqurat.se.

Northgold in brief
Northgold, founded in 2020, is a gold exploration and development company that holds exploration rights for a number of areas within the under-invested Middle Ostrobothnia Gold Belt (“MOGB”) of central Finland, including the Kopsa project and the nearby Kiimala Trend project, both of which contain mineral resources.

Northgold’s purpose is to move forward through the discovery and advancement of feasible gold mining projects. The Company’s strategy is to bring capital and knowledge into mineral exploration projects that:

  • Have low risk due to significant prior investment and discovery.
  • Demonstrate potential for high-value mineralization on a district scale.
  • Will generate significant value uplift through further successful exploration and enhanced technical studies.

Northgold focuses on exploration and development of gold deposits that create leverage for the growth of gold as a long-term investment instrument. The Company's business model is to create value by expanding mineral resources through exploration and increasing their probability of extraction through technical studies. Once sufficient mineral resources have been delineated and a positive feasibility study has been completed, the Company ultimately plans to develop its deposits into economically profitable mines.

Motive for the Offering
The motive for the Offering is to conduct exploration activities with the aim of expanding mineral resources from the current informal 725,000 ounces (oz) gold equivalent (AuEq) to over 1,000,000 oz AuEq of NI43-101 compliant resources within 18 months from the first day of trading on Nasdaq First North Growth Market, as well as provide exposure to potential new discoveries at the Company’s earlier-stage prospects, based on encouraging geophysical and geochemical results. The listing on Nasdaq First North Growth Market also provides the Company a liquid asset which may be used as a means of payment for acquisitions along the Middle Ostrobothnia Gold Belt. The net proceeds are intended to be used for:

  • Exploration drilling programs at Kopsa and Kiimala Trend projects (approximately 50 percent).
  • External geological consultants (approximately 15 percent).
  • Early-stage exploration activities such as geophysical surveys, geochemical sampling, review of historical data and core, and geological modelling and drill target generation (approximately 10 percent).
  • Rent to landowners and other administrative fees related to tenements (approximately 10 percent).
  • Other working capital (approximately 15 percent).

Prospectus and supplementary document
A prospectus (in Swedish), containing the Offering’s complete terms and conditions, as well as a supplementary document (in Swedish), are published today on Northgold’s website www.northgoldab.com, Augment Partners AB's website offers.augment.se and Aqurat's website www.aqurat.se.

Time schedule

Subscription period 21 February – 7 March 2022
Announcement of outcome 9 March 2022
Settlement date 10 March 2022
Indicative first day of trading 24 March 2022

Stabilisation measures
In connection with the Offering, Mangold Fondkommission AB will act as stabilisation manager (the “Stabilisation Manager”) and may, to extent permitted in accordance with Swedish law, carry out transactions in order to maintain the market price of the shares at a level above that which might otherwise prevail in the open market. Such stabilisation transactions may be conducted on Nasdaq First North Growth Market Sweden, the OTC Market or otherwise, and may be conducted at any time during the period beginning on the first day of trading in the shares on Nasdaq First North Growth Market Sweden and ending no later than 30 calendar days thereafter.

The Stabilisation Manager must, no later than by the end of the seventh trading day after stabilisation transactions have been undertaken, in accordance with article 5(4) of the Market Abuse Regulation (EU) 596/2014 and the Commission Delegated Regulation (EU) 2016/1052, disclose that stabilisation measures have been undertaken. Within one week of the end of the stabilisation period, the Stabilisation Manager will disclose whether or not stabilisation measures were undertaken, the date on which stabilisation started, the date on which stabilisation was last carried out as well as the price range within which stabilisation was carried out for each of the dates when stabilisation measures were conducted.

Augment Partners AB is the financial advisor as well as Certified Adviser and Advokatfirmaet Schjødt AS, filial is the legal advisor in connection to the Offering and the Listing. Nordnet Bank AB acts as the selling agent in Sweden and Finland for the Offering.

For additional information, please contact the CEO:
“Mitch Vanderydt”
Mitchell J. Vanderydt, P.Eng, MBA
+1 (416) 524-5678

About Northgold
Northgold is a Swedish gold exploration and development Company with multiple resource-stage projects in the Middle Ostrobothnia Gold Belt (MOGB) of Central Finland, including the Kopsa Gold-Copper project and the Kiimala Trend Gold project. The Company strives to find and extract gold from under-prospected areas in Finland. More information is available on www.northgoldab.com. Augment Partners AB, tel. +46 8-604 22 55 info@augment.se,is acting as the Company's Certified Adviser.

Important information
The release, publication or distribution of this announcement may be subject to restrictions in certain jurisdictions. The recipients of this announcement in jurisdictions in which this announcement has been published or distributed shall inform themselves of and comply with such restrictions. This announcement does not constitute an offer or solicitation to subscribe, buy or otherwise trade in shares or other securities issued by the Company in any jurisdiction, neither from Northgold nor anyone else, where such an offer would be unlawful. The Offering is addressed to the public in Sweden and Finland and selected institutional investors only through the prospectus published by the Company.

In any EEA Member State other than Sweden and Finland, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
Neither this announcement nor the information contained herein may be published or distributed, directly or indirectly, in or to the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland or any other jurisdiction in which the publication or distribution would be illegal or subject to legal restrictions or require registration or other measures than those that follow from Swedish and Finnish law. The Company has not taken and will not take any measures to allow an offering to the public in any jurisdiction other than Sweden and Finland. The shares of the Company have not been registered and will not be registered under the United States Securities Act of 1933 as amended, and may not be offered, subscribed, exercised, pledged, sold, resold, delivered or transferred, directly or indirectly, in or to the United States of America. Measures in violation of the restrictions may constitute a breach of applicable securities legislation.

In the United Kingdom, this documents only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Forward-looking statements
This announcement may contain certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

The information, estimates, and forward-looking statements contained in this announcement are valid only as of the date of this announcement and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or publish any adjustments regarding any forward-looking statements to reflect events that occur or circumstances that arise regarding the content of this notice.

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