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The
information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law
by the European Union (Withdrawal) Act 2018 (as amended). Upon the
publication of this announcement, through the agency of the contact
person of the Company set out below, this inside information is now
considered to be in the public domain.
4 March
2024
Beowulf Mining plc
("Beowulf" or the
"Company")
Beowulf announces final terms
for capital raise
Beowulf (AIM: BEM; Spotlight: BEO) is pleased
to announce the terms of its previously announced plan to conduct a
capital raise comprising a preferential rights issue of up to
1,035,553,623 Swedish Depository Receipts ("SDRs") (the "Rights
Issue") and a PrimaryBid retail offer in the UK (the "UK Issue") of
up to 266,282,272 new ordinary shares of 0.1 pence each in the
capital of the Company ("New Ordinary Shares"). The SDRs represent
interests in ordinary shares in the Company and the Rights Issue
will, if fully subscribed, amount to approximately SEK 82.8 million
(approximately £6.3 million) before deduction for transaction
related costs. The UK Issue, if fully subscribed, will amount to a
maximum of approximately SEK 21.2 million (approximately £1.6
million) before deduction for transaction related costs. The
aggregate amount to be raised under the Rights Issue and the UK
Issue (together, the "Capital Raise") is up to approximately SEK
104.1 million (approximately £8.0 million).
The new SDRs ("New SDRs") will be offered at a
price of SEK 0.08 per SDR (the "SDR Offer Price") and the New
Ordinary Shares will be offered in the UK Issue at a price of 0.61
pence (the "UK Offer Price").
New SDRs in the Rights Issue will also be
offered for subscription without preferential rights to
institutional investors, other professional investors and the
general public in Sweden. The UK Issue will be approximately
proportionate in size to the Rights Issue relative to shareholdings
in the Company and subscriptions under the UK Issue will be
considered by the Company with preference to be given to the
Company's existing retail investors, subject to certain customary
conditions.
Beowulf has received underwriting commitments
for the Rights Issue which in aggregate amount to SEK 50 million
(approximately £3.8 million), or approximately 60 per cent of the
Rights Issue.
The maximum gross proceeds from the Capital
Raise (assuming both the Rights Issue and the UK Issue are fully
subscribed) will amount to approximately SEK 104 million
(corresponding to approximately £8.0 million) in aggregate. The net
proceeds from the Capital Raise, estimated to be approximately SEK
89 million (corresponding to approximately £6.8 million) (assuming
full take-up under the Rights Issue and the UK Issue), will be used
mainly to finance the continued development of the Kallak Iron Ore
Project in northern Sweden ("Kallak"), including completion of the
ongoing Pre-Feasibility Study ("PFS") and environmental studies in
preparation for the Environmental Impact Assessment ("EIA") and
subsequent application for the environmental permit for Kallak, and
the completion of the ongoing PFS and EIA for the Graphite Anode
Materials Plant ("GAMP") in Finland. The Rights Issue will also
repay amounts advanced under the Company's bridge loan financing
arrangements, and corporate costs. With sufficient funding
available, further programmes will be considered at each of the
Company's exploration projects.
The SDR Offer Price is based on the daily
weighted average price for the SDRs during a trading period of 10
business days ending on and including 1 March 2024 on Spotlight
Stock Market, with a percentage discount of 33.8 percent on the
theoretical ex-rights price ("TERP"). The UK Offer Price has been
based on an exchange rate conversion of the SDR Offer
Price.
The New SDRs and New Ordinary Shares will be
issued using the Directors' existing authority to allot shares for
cash on a non-pre-emptive basis granted by shareholders in the
Company ("Shareholders") at the Company's 2023 general meeting and,
as well as the Directors' additional authority to allot shares on
the same basis subject to approval by Shareholders at the general
meeting to be held on 5 March 2024 (the "General
Meeting").
A prospectus relating to the Rights Issue is
expected to be published on or around 12 March 2024 subject to
final regulatory approval.
Ed Bowie,
Chief Executive Officer of Beowulf, commented:
"The proposed
Capital Raise is critical for Beowulf. While it is at a discount to
last year's financing, it reflects the extremely challenging equity
markets, particularly for junior resource companies, and is at a
level customary for the Swedish junior market. The Capital Raise
has also been structured such that existing shareholders will be
preferentially able to take part in the Capital Raise and therefore
mitigate the impact of the discount."
"Completing
the Capital Raise will enable the Company to deliver the PFS and
EIA for both Kallak and GAMP, critical milestones in underpinning
the value and unlocking the optionality of both assets. These
studies do require significant capital, however, corporate costs,
particularly with Jokkmokk Iron, have been reduced very
significantly and we have taken vital steps to ensure expenditure
across the portfolio is focused on project
development."
"We have high
quality assets and are building a strong team. I am excited about
the next 12 months and confident that we will grow the value of the
business. I would like to thank shareholders for their ongoing
support."
Summary of the
Rights Issue
· Subscription
period: 13 March 2024 - 27 March 2024 (ends at 3:00 p.m. Stockholm
time).
· Subscription
price: SEK 0.08 per New SDR. No brokerage fee will be
charged.
· Issue amount: The
Rights Issue will comprise a maximum of 1,035,553,623 New SDRs. The
proceeds of the Rights Issue will be up to approximately SEK 82.8
million (gross). The number of SDRs in issue as at the date of this
announcement amounts to 920,492,110.
· Preferential
rights: Qualifying SDR Holders will have preferential rights to
subscribe for New SDRs in relation to their existing holdings of
SDRs. Qualifying SDR Holders will receive Swedish Subscription
Rights on the basis of one Swedish Subscription Right for each SDR
held on the Rights Issue Record Date of 8 March 2024. Holders of
Swedish Subscription Rights will be entitled to subscribe for nine
(9) New SDRs for every eight (8) Swedish Subscription Rights held.
The last day of trading in SDRs with preferential rights will be 6
March 2024. The first day of trading in SDRs without preferential
rights will be 7 March 2024. Trading in Swedish Subscription Rights
will take place on Spotlight from 13 March 2024 until 22 March
2024.
· Underwriting
commitments: Beowulf has received underwriting commitments from
Nordic investors of SEK 50 million (approximately 60 per cent) of
the Rights Issue.
· Paid Subscribed
SDRs: Trading in Paid Subscribed SDRs will take place on Spotlight
from 13 March 2024 until the New SDRs can be registered in the VPC
system.
Summary of the
UK Issue
· Subscription
period: 13 March 2024 - 27 March 2024 (ends at 2:00 p.m.
GMT).
· Subscription
price: 0.61 pence per New Ordinary Share.
· Issue amount: The
UK Issue will comprise a maximum of 266,282,272 New Ordinary
Shares. The proceeds of the UK Issue will be up to approximately
£1.6 million (gross). The number of Ordinary Shares in issue as at
the date of this announcement amounts to 1,157,187,463 of which
920,492,110 are underlying shares for the SDRs.
· Subscriptions
under the UK Issue will be considered by the Company with
preference to be given to the Company's existing retail investors,
subject to certain customary conditions.
· The UK Issue is
not being underwritten.
Summarised
indicative timetable for the Rights Issue
General Meeting
|
1:00 p.m. (GMT) on 5
March 2024
|
Results of General Meeting announced through
RNS
|
5 March
2024
|
Record date for the share
sub-division
|
6.00 p.m.
(GMT) on 5 March 2024
|
Admission and dealings in
sub-divided shares
|
8.00 a.m.
(GMT) on 6 March 2024
|
The last day of trading in SDRs with
preferential rights
|
6 March
|
The first day of trading in SDRs without
preferential rights
|
7 March
|
Rights Issue Record Date for the Rights
Issue
|
8 March
|
Time and date from which conversion of SDRs
into Ordinary Shares (and vice versa) is permitted again
|
8.00 a.m. (Stockholm
time) on 11 March
|
Publication of the Prospectus
|
12 March
|
Start of the subscription period for the Rights
Issue and trading in the Swedish Subscription Rights and Paid
Subscribed SDRs
|
13 March
|
Last day of trading in the Swedish Subscription
Rights
|
22 March
|
Subscription period for the Rights Issue
ends
|
27 March
|
Announcement of the results of the Rights
Issue
|
on or around 3
April
|
Announcement of the results of the Capital
Raise
|
on or around 3
April
|
Last day of trading in the Paid Subscribed
SDRs
|
on or around 17
April
|
Record date for conversion of the Paid
Subscribed SDRs into New SDRs
|
on or around 19
April
|
Swedish Admission and commencement of dealings
in the New SDRs
|
on or around 19
April
|
Summarised
indicative timetable for the UK Issue
Time and date from which conversion of Ordinary
Shares into SDRs (and vice versa) is permitted again
|
6 March
|
Start of the subscription period for the UK
Issue
|
13 March
|
Subscription period for the UK Issue
ends
|
2.00 p.m. (GMT) on 27
March
|
Announcement of the results of the Capital
Raise
|
on or around 3
April
|
AIM Admission and commencement of dealings in
the New Ordinary Shares
|
8.00 a.m.
(BST)
on 18
April
|
New Ordinary Shares credited to CREST stock
accounts (uncertificated Shareholders only)
|
after 8.00 a.m.
(BST)
on 18
April
|
Posting of certificates for the New Ordinary
Shares (certificated Shareholders only)
|
on or around 2
May
|
These times and dates and those mentioned throughout
this announcement are indicative only and may be adjusted by the
Company in consultation with the Company's advisers, in which event
details of the new times and dates will be notified to the London
Stock Exchange and Spotlight.
Share Capital
and dilution
A maximum of 1,301,835,895 New Ordinary Shares
(including those to be issued in relation to the New SDRs) may be
issued pursuant to the Capital Raise, increasing the number of
Ordinary Shares in issue from 1,157,187,463 to 2,459,023,358,
corresponding to a £1,301,835.90 increase in the issued share
capital of the Company from £11,571,874.63 to £12,873,710.53. The
holdings of Qualifying SDR Holders and Shareholders in the Company,
who do not participate in the Rights Issue or the UK Issue, as a
percentage of the enlarged share capital, will be diluted by
approximately 52.9 per cent of votes and share capital (assuming
full take-up under the Rights Issue and the UK Issue) as a result
of the Capital Raise.
Additional
information
On 16 January 2024 Beowulf announced its
intention to undertake, amongst other things, the Capital Raise
(the "Launch Announcement"). In the Launch Announcement Beowulf
described the Background to and reasons for the Capital Raise, Use
of proceeds, as well as more details relating to the Underwriting
commitments. The Launch Announcement also included details
regarding the Company's intention to undertake the Capital
Reorganisation (as defined therein) pursuant to the resolutions to
be proposed at the General Meeting. Subject to the passing of the
necessary resolutions at the General Meeting, the New Ordinary
Shares, as described in the Launch Announcement, will be admitted
to trading on AIM on 6 March 2024.
A prospectus related to the Rights Issue
containing the full terms and conditions and instructions on
subscription and payment will be made available together with other
investor material on or around 12 March 2024 and before the
subscription period commences on Beowulf's website
(https://beowulfmining.com/),
Evli Plc's website (www.evli.com), Aqurat's
website (www.aqurat.se), as well as
Finansinspektionen's website (www.fi.se).
The Company values its UK investor base and
therefore the purpose of the UK Issue will be to allow
Shareholders, along with private and other investors, the
opportunity to participate in the Capital Raise.
Once announced, Shareholders and other
investors will be able to access the UK Issue by visiting
www.PrimaryBid.com or downloading the PrimaryBid mobile app
available on the Apple App Store and Google Play. Shareholders and
other investors may also be able to take part through PrimaryBid's
extensive network of retail brokers, wealth managers and investment
platforms. Subscriptions through these partners can be made from
tax efficient savings vehicles such as ISAs or SIPPs, as well as
General Investment Accounts (GIAs).
For further details of how to register with
PrimaryBid, please refer to the PrimaryBid website at
www.PrimaryBid.com. The terms and conditions on which the UK Issue
will be made, including the procedure for application and payment
for New Ordinary Shares, will be available to all persons who
register with PrimaryBid.
Advisers
In relation to the Rights Issue, the Company
has engaged Evli Plc as Swedish financial adviser, Bird & Bird
Advokat KB as Swedish legal advisor and Aqurat Fondkommission AB as
Swedish issuing agent.
Exchange
rate
This announcement contains certain translations of
pounds sterling into amounts in SEK for convenience of the reader
based on the exchange rate of £1.00 = SEK 13.0799, being the
relevant exchange rate on 1 March 2024. These exchange rates were
obtained from the homepage of the Central Bank of Sweden.
Enquiries:
Beowulf Mining
plc
Ed Bowie, Chief Executive
Officer
ed.bowie@beowulfmining.com
Evli
Plc
(Swedish financial adviser)
Mikkel Johannesen / Lars Olof Nilsson
Tel: +46 (0) 73 147 0013
SP
Angel
(Nominated Adviser & Joint
Broker)
Ewan Leggat / Stuart Gledhill / Adam
Cowl Tel: +44
(0) 20 3470 0470
Alternative
Resource Capital
(Joint Broker)
Alex
Wood
Tel: +44 (0) 20 7186 9004
BlytheRay
Tim Blythe / Megan Ray
Tel: +44 (0) 20 7138 3204
Cautionary
Statement
Statements and assumptions made in this
document with respect to the Company's current plans, estimates,
strategies and beliefs, and other statements that are not
historical facts, are forward-looking statements about the future
performance of Beowulf. Forward-looking statements include, but are
not limited to, those using words such as "may", "might", "seeks",
"expects", "anticipates", "estimates", "believes", "projects",
"plans", strategy", "forecast" and similar expressions. These
statements reflect management's expectations and assumptions in
light of currently available information. They are subject to a
number of risks and uncertainties, including, but not limited to ,
(i) changes in the economic, regulatory and political environments
in the countries where Beowulf operates; (ii) changes relating to
the geological information available in respect of the various
projects undertaken; (iii) Beowulf's continued ability to secure
enough financing to carry on its operations as a going concern;
(iv) the success of its potential joint ventures and alliances, if
any; (v) metal prices, particularly as regards iron ore. In the
light of the many risks and uncertainties surrounding any mineral
project at an early stage of its development, the actual results
could differ materially from those presented and forecast in this
document. Beowulf assumes no unconditional obligation to
immediately update any such statements and/or forecast.