Acquisition of Shares of Nordic Gold Corp. by PFL Raahe Holdings LP

TORONTO, Nov. 19, 2018 /CNW/ - This press release is being issued pursuant to National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report regarding the acquisition of common shares of Nordic Gold Corp. (the "Corporation"), an Alberta corporation with its securities trading on the TSX Venture Exchange under the symbol "NOR" and having a head office located at 1001 - 409 Granville Street, Vancouver, British Columbia V6C 1T2.

On November 16, 2018, PFL Raahe Holdings LP ("Pandion"), of 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2, acquired 38,158,549 common shares of the Corporation.  The acquisition was completed in a private transaction pursuant to an amending agreement in respect of the Pre-Paid Forward Gold Purchase Contract dated October 15, 2018 between the Corporation, Pandion, Nordic Mines Marknad AB, Nordic Gold OY and the persons that from time to time become guarantors thereunder (the "PPF Amending Agreement").

Pursuant to the PPF Amending Agreement, the Restated Pre-Paid Forward Gold Purchase Agreement dated as of November 10, 2017, to which the Corporation and Pandion and parties, was amended to, among other things: (a) provide for an additional US$7 million pre-payment amount to be advanced by Pandion, (b) remove the contract quantity exchange option in favour of Pandion in section 23 thereof, and (c) provide for the issuance by the Corporation to Pandion of 36,500,000 common shares in the capital of the Corporation and a 2.5% net smelter return royalty on gold production from the Corporation's Laiva Mine. Pandion was issued an additional 1,658,549 common shares in relation to a private placement of 7,250,000 common shares closed by Nordic Gold Corp. on November 15, 2018, pursuant to the terms of the PPF Amending Agreement.

Immediately prior to the acquisition, Pandion held, directly or indirectly, or exercised control or direction over, nil (0%) common shares of the Corporation. After giving effect to the acquisition, Pandion acquired control and ownership over an aggregate 38,158,549 common shares of the Corporation, representing 19.9% of the Corporation's issued and outstanding common shares.

Pandion acquired the securities for investment purposes. Pandion may acquire or dispose of additional securities of the Corporation in the future through the market, privately, or otherwise, as circumstances or market conditions warrant.

A copy of the Early Warning Report disclosing the transaction can be obtained on the Corporation's SEDAR profile at www.sedar.com or from Pandion at 40 King Street West, Suite 2100, Toronto, Ontario, M5H 3C2 or phone: (212) 822-9780.

SOURCE PFL Raahe Holdings LP