REG - Beowulf Mining PLC - Beowulf announces outcome of Capital Raise

Beowulf MiningAnnouncement

08/05/2025 07:01

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RNS Number : 7879H  Beowulf Mining PLC  08 May 2025

 

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RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF BEOWULF
MINING PLC.

 

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.

 

 

8 May 2025

 

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

 

Beowulf announces outcome of Capital Raise

 

Beowulf (AIM: BEM; Spotlight: BEO), the European mineral exploration and
development company, hereby announces the outcome of the Company's conditional
placing and subscription of new ordinary shares of 5 pence each in the capital
of the Company ("New Ordinary Shares") (the "Placing"), rights issue of
Swedish Depository Receipts ("SDRs") (the "Rights Issue") and retail offer in
the UK via the Winterflood Retail Access Platform  (the "WRAP Retail Offer"
and together with the Placing, the "UK Issue", and together with the Rights
Issue, the "Capital Raise"), which ended on 5 May 2025.

 

The conditional Placing raised a total of £1.0 million (approximately SEK
12.8 million). A total of 8,980,877 New Ordinary Shares will be issued through
the Placing.

 

The Rights Issue was subscribed with total subscription requests of
approximately SEK 14.9 million (approximately £1.2 million). As a result,
underwriting commitments of approximately SEK 0.1 million will be activated.

 

A total of 10,714,286 New SDRs will be issued through the Rights Issue and
Beowulf will receive SEK 15.0 million (approximately £1.2 million) (gross).
Settlement notes connected to the Rights Issue are expected to be sent out
today, 8 May 2025.

 

The WRAP Retail Offer raised gross proceeds of approximately £0.12 million
(approximately SEK 1.6 million). A total of 1,134,436 New Ordinary Shares will
be issued through the WRAP Retail Offer.

 

In total, Beowulf will receive approximately SEK 28.1 million (approximately
£2.2 million) (gross) from the Capital Raise and net proceeds of
approximately SEK 23.5 million (£1.8 million).

 

 

Background

 

The main purpose of the Capital Raise is to finance the continued development
of the Kallak Iron Ore Project ("Kallak") and the Graphite Anode Materials
Plant ("GAMP") and in particular advancing the Kallak Pre-feasibility Study
("PFS") and environmental permit application. Net proceeds from the Capital
Raise will also be used to repay the SEK 10 million bridge loan financing and
for general corporate and working capital purposes. The Capital Raise provides
the Company with funding through to early 2026 and the board will continue to
explore funding opportunities at both the asset and corporate levels.

 

 

Ed Bowie, Chief Executive Officer of Beowulf, commented:

 

"Concluding the Capital Raise enables Beowulf to continue to advance both
Kallak and the GAMP. We have multiple workstreams building towards the
completion of the Kallak PFS and environmental permitting application and at
GAMP, following the successful conclusion of the PFS, we will begin preparing
for pilot testing.

 

"Further funding to complete all the planned activities will be required and
the Company continues to explore opportunities to attract strategic partners
and investors, both at the corporate and asset level.

 

"I would like to thank existing and new shareholders for their support."

 

 

Subscription and allotment in the Rights Issue

 

The Rights Issue ended on 5 May 2025 and was subscribed to a total of
approximately SEK 14.9 million (approximately £1.2 million). As a result,
underwriting commitments of approximately SEK 0.1 million will be activated.

 

A total of 10,714,286 New SDRs will be issued through the Rights Issue and
Beowulf will receive SEK 15.0 million (approximately £1.2 million) (gross).

 

9,899,771 New SDRs, corresponding to approximately SEK 13.9 million
(approximately £1.1 million) and 93 per cent of the Rights Issue, were
subscribed for with the support of subscription rights. 742,597 New SDRs,
corresponding to approximately SEK 1.0 million (approximately £0.1 million)
and 7 per cent of the Rights Issue, were subscribed for without support of
subscription rights.

 

Allotment of New SDRs has been decided upon by the Board of Directors in
accordance with the principles stated in the Company's prospectus dated 16
April 2025 ("Prospectus"). Settlement notes are expected to be sent out today,
8 May 2025.

 

 

Subscription and allotment in the UK Issue

 

The conditional Placing raised a total of £ 1.0 million (approximately SEK
12.8 million). A total of 8,980,877 New Ordinary Shares will be issued through
the Placing.

 

The WRAP Retail Offer ended on 2 May 2025 and was subscribed to a total of
approximately £0.12 million (approxima     tely SEK 1.6 million). A total
of 1,134,436 New Ordinary Shares will be issued through the WRAP Retail Offer.
The first £0.1 million of the Retail Offer is subject to a clawback
arrangement in connection with the Placing and will not add to the aggregate
maximum fundraising.

 

A total of 10,115,313 New Ordinary Shares will be issued as part of the UK
Issue and Beowulf will receive approximately £1.0 million (approximately SEK
12.7 million) (gross) as part of the Capital Raise. Shares issued include in
respect of commissions payable to Placing investors.

 

Allotment of New Ordinary Shares has been decided upon by the Board of
Directors in accordance with the principles stated in the Company's
announcement dated 4 April 2025
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/rgv6njr.

 

 

Board and Senior Management Participation

 

Further to the announcement dated 21 March 2025, the Board and Senior
Management of Beowulf subscribed for SEK 2.15 million or £169,000 as part of
the Capital Raise, as follows:

 

 Subscriptions for SDRs                              SEK      £        Expected number of new SDRs             Expected interest upon Admission
 Johan Rostin      Non-Executive Chairman            350,000  27,500               250,000                     456,547
 Mikael Schauman   Non-Executive Director            250,000  19,600               178,571                     241,071
 Rasmus Blomqvist  Managing Director, Grafintec      400,000  31,400            285,714                        681,234

 Subscriptions for Ordinary shares                   SEK      £        Expected number of new Ordinary Shares  Expected interest upon Admission
 Ed Bowie          Chief Executive Officer           955,500  75,000   681,818                                 943,708
 Chris Davies      Non-Executive Director            191,100  15,000   136,364                                 163,032
 Total                              2,146,600                 168,500

 

 

 

Related Party Transaction

 

The subscriptions from Ed Bowie (Chief Executive Officer), Chris Davies
(Independent Non-Executive Director), Johan Rostin (Non-Executive Chairman),
Mikael Schauman (Independent Non-Executive Director) and Rasmus Blomqvist
(Managing Director, Grafintec) are considered related-party transactions for
the purposes of Rule 13 of the AIM Rules. The Company's Nominated Adviser, SP
Angel Corporate Finance LLP, considers the terms of the Board and Senior
Management subscription to be fair and reasonable insofar as Beowulf's
shareholders are concerned.

 

 

Total Voting Rights

 

Application will be made for admission of the new Ordinary Shares to be
admitted to trading on AIM on or around 22 May 2025. The new Ordinary Shares
will rank pari passu in all respects with the Company's existing Ordinary
Shares. Following Admission, the total number of Ordinary Shares in the
Company in issue will be  59,674,389. This figure may be used by shareholders
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change to their interest in the
Company under the FCA's Disclosure and Transparency Rules.

 

 

Expected Timetable of Principal Events

 

Each of the times and dates in the tables below is indicative only and may be
subject to change. References to times in this timetable and in the rest of
this announcement are to London time unless otherwise stated.

 

 Summarised indicative timetable for the Rights Issue
 Last day of trading in the Paid Subscribed SDRs                         on or around 21 May
 Record date for conversion of the Paid Subscribed SDRs into New SDRs    on or around 23 May
 Swedish Admission and commencement of dealings in the New SDRs          on or around 24 May

 

 Summarised indicative timetable for the UK Issue
 AIM Admission and commencement of dealings in the New Ordinary Shares             8.00 a.m. (BST) on 22 May

 New Ordinary Shares credited to CREST stock accounts (uncertificated              after 8.00 a.m. (BST) on 22 May
 Shareholders only)
 Posting of certificates for the New Ordinary Shares (certificated Shareholders    on or around 5 June
 only)

 

 

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 12.73778, being the relevant exchange rate on 4 April 2025. These
exchange rates were obtained from the homepage of the Central Bank of Sweden.

 

 

Definitions

 

Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Company's announcement dated 4 April
2025
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/rgv6njr).

 

 

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.

 

 

 

 

 

 

 

 

 

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