REG - Beowulf Mining PLC - Placing and Notice of General Meeting

Beowulf MiningAnnouncement

21/03/2025 07:15

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RNS Number : 5805B  Beowulf Mining PLC  21 March 2025

 

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.

 

 

21 March 2025

Beowulf Mining plc

("Beowulf" or the "Company")

Placing to conditionally raise approximately £1.0 million (SEK 13 million) in
connection with a wider proposed capital raise

 

Notice of General Meeting

 

Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development
company, announces that it has undertaken a conditional placing and
subscription to raise approximately £1.0 million (SEK 13 million) (before
deduction for transaction related costs) (the "Placing") at the same
subscription price as is to be agreed in connection with the Rights Issue (as
defined below) (the "Subscription Price").  Beowulf further announces that
the Placing forms part of a larger capital raise which it intends to undertake
to raise a minimum of £2.1 million in order to advance the Kallak Iron Ore
Project in northern Sweden ("Kallak"), the Graphite Anode Materials Plant
("GAMP") in Finland, and for general corporate purposes.

 

SP Angel Corporate Finance LLP and Alternative Resource Capital, a trading
name of Shard Capital Partners LLP are acting as joint brokers in connection
with the Placing (the "Joint Brokers"). The Placing has been conducted with
existing and new institutional investors. As part of the Placing, the Company
has also received direct conditional subscriptions from the directors and
senior management of the Company and persons associated with them.

 

The Company further announces that a General Meeting ("GM") of the Company
will be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan
Lane, London, EC4R 3TT at 11.00 a.m. (BST) (12.00 noon CEST) on 8 April 2025.
Further details are set out in the Notice of General Meeting ("Notice of GM"),
which will be posted to shareholders later today. The following documents will
be available, in due course, on the "Investors" section of the Company's
website (https://beowulfmining.com/investors/
(https://beowulfmining.com/investors/) ):

 

-     Notice of GM;

-     Form of Proxy (Shareholders);

-     Form of Proxy (Holders of SDRs); and

-     Short Notice of GM (Holders of SDRs) (Swedish).

 

Shareholders who have elected to receive e-communications from the Company
will receive a Form of Proxy containing a notification as to the availability
of the Notice of GM on the Company's website. All other shareholders will
receive a physical copy of the Notice of GM and a Form of Proxy.

 

Summary

 

·      Beowulf announces that it has today entered into a placing
agreement with each of the Joint Brokers (the "Placing Agreement") and has
conditionally raised £1.0 million (SEK 13 million), before deduction for
transaction related costs, pursuant to the Placing.   Furthermore, and in
addition to the Placing, Beowulf announces that it  intends to undertake a
preferential rights issue (the "Rights Issue") of Swedish Depository Receipts
("SDRs") and a  retail offer of ordinary shares in the capital of the Company
("Ordinary Shares") in the UK via the WRAP platform (the "UK Retail Offer"
and, together with the Placing and the Rights Issue, the "Capital Raise") in
the aggregate total of up to the equivalent of approximately SEK 59 million
(approximately £4.5 million).

·      The Rights Issue will be for up to the equivalent of
approximately SEK 38 million (approximately £2.9 million) before deduction
for transaction related costs.

·      The minimum net proceeds of the Capital Raise will be used for
the continued development of Kallak, including advancing the ongoing
Pre-Feasibility Study ("PFS"), 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
technical studies and advancing the EIA for the GAMP and will provide working
capital into Q1 2026. If fully subscribed, the Capital Raise will enable the
Company to complete the Kallak PFS and environmental permit.

·      The Company values its UK investor base and therefore the purpose
of the UK Retail Offer is to allow existing holders of Ordinary Shares in the
UK ("UK Shareholders") the opportunity to participate in the Capital Raise.

·      The proposed split of the Capital Raise between the Rights Issue
and the UK Retail Offer will be proportionate to the relative holdings of SDRs
and Ordinary Shares, at present approximately 80 per cent SDRs and 20 per cent
Ordinary Shares.

·      The UK Retail Offer will be for up to the equivalent of
approximately SEK 9 million (approximately £700,000) before the deduction of
transaction related costs. The first £100k of the Retail Offer are subject to
a clawback arrangement in connection with the Placing and will not add to the
aggregate maximum fundraising.

·      Beowulf has secured underwriting commitments for the Rights Issue
which, subject to customary conditions, in aggregate, amount to a maximum of
SEK 15 million (approximately £1.1 million), corresponding to approximately
40 per cent of the maximum amount of the Rights Issue.

·      Subscribers pursuant to the Placing (save for the Directors and
members of the Company's executive and senior management) will be entitled to
receive a commission of an equivalent of 10% of the commitment size payable in
Ordinary Shares which are to be issued at the Subscription Price.

·      Members of the Board, executive and senior management (including
the Company's Chairman and CEO), have agreed, pursuant to direct subscription
letters with the Company, to subscribe in the Placing for, in aggregate, the
equivalent of approximately SEK 2.2 million (approximately £166,000).
Certain other investors and relevant persons (within meaning set out in the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) have
also agreed, pursuant to direct subscription letters with the Company, to
subscribe in the Placing for, in aggregate, the equivalent of approximately
SEK 1.3 million (approximately £100,000).

·      The Company has also entered into short-term loan agreements
("Bridge Loans") with each of the Underwriters (as defined below) pursuant to
which each Underwriter has agreed to provide SEK 10 million (approximately
£760,000) in aggregate to the Company to ensure that the Company has
sufficient financial resources to continue advancing its projects and to
provide working capital until after the conclusion of the Capital Raise.

·      In order to complete the Capital Raise without unnecessary delay,
a GM is planned to be held on 8 April 2025, the purpose of which is to seek an
increase in the authorities granted at the 2024 Annual General Meeting to
issue securities in the Company to ensure that the Board has the requisite
authorisation and flexibility to increase the Company's share capital, as
needed.

·      The formal decision to proceed  with the Rights Issue and the UK
Retail Offer as determined by the Board of Directors in consultation with its
advisors, as well as an announcement of its full terms and conditions, inter
alia, the proposed Subscription Price (and the basis on which this
Subscription Price was agreed), number of SDRs and Ordinary Shares to be
offered, and the proposed timeline, is planned for 4 April 2025.  Only once
the Subscription Price is set will the number of new Ordinary Shares
subscribed for pursuant to the Placing (the "Placing Shares") be confirmed.
The Placing Shares are to be issued pursuant to the authorities sought from
Shareholders at the GM and, therefore, the issue of the Placing Shares remains
conditional upon, inter alia, the passing of the Resolutions (as defined
below) at the GM.

·      A prospectus for the Rights Issue is expected to be published on
or around 15 April 2025 and ahead of the subscription period which is intended
to take place between 16 April 2025 and 5 May 2025 for the Rights Issue and
between 16 April 2025 and 2 May 2025 for the UK Retail Offer.

 

 

Background to and reasons for the Capital Raise

 

Beowulf's strategy is to develop mineral projects critical to Europe's green
transition. Beowulf operates through its wholly-owned subsidiaries Jokkmokk
Iron Mines AB ("Jokkmokk Iron"), active in Sweden, Grafintec Oy ("Grafintec"),
active in Finland, and Vardar Minerals Limited ("Vardar"), active in Kosovo.

 

In March 2022, Jokkmokk Iron was granted an exploitation concession for the
Kallak North iron ore deposit in Norrbotten County in northern Sweden. The
exploitation concession was appealed but in June 2024 the Supreme
Administrative Court upheld the Government's original decision and the
exploitation concession remains in full force. The main objective for Jokkmokk
Iron is to become a supplier of market leading, high-grade, low-impurity iron
ore concentrates to support the decarbonisation of the steel industry.

 

In January 2023, the Company completed a Scoping Study for Kallak North and,
shortly after, initiated a number of environmental studies in preparation for
the EIA and environmental permit application. Following a full review of the
Scoping Study, a PFS was initiated in October 2023 with lead mining
consultancy group, SLR Consulting Ltd. Metallurgical test-work was completed
in September 2024 confirming that the project can produce a high-quality
concentrate, a key value driver for the project. Other workstreams in
preparation for the PFS have been substantially completed including mineral
processing, water and waste management, infrastructure, logistics and
transportation. In parallel baseline nature values, water, hydrology and
cultural heritage studies have been completed and other environmental
activities including reindeer herding, noise, air quality, vibration and rock
fall assessments are substantially complete. With the general parameters of
the project defined, the Consultation Process, a critical part of the
Environmental Permitting process was initiated. The Consultation Process aims
to delimit the EIA, enable a transparent dialogue with authorities and the
general public and ultimately create a better basis for decisions by obtaining
knowledge, ensuring quality and scope and reducing uncertainties for the
future project.

 

Outstanding activities include the completion of a modest drilling programme
to convert Inferred resources into the higher confidence Measured and
Indicated categories such that the material can be included within the Mineral
Reserve and ultimately the mine schedule. However, with over 80% of the
resource already categorised within the Measured and Indicated categories,
this infill drilling is not expected to change the mining schedule defined as
part of the 2023 Scoping Study. In addition, the ongoing Consultation Process
identified that the transport solution for the 40 km from the mine to the
Inlandsbanan railway represented a key issue for local communities and
stakeholders. Jokkmokk Iron therefore investigated three potential solutions
including conventional trucking, an overland conveyer and a slurry pipeline,
and selected the pipeline as the preferred option. The pipeline has a number
of advantages, particularly having the lowest social and environmental impact
and higher reliability, as well as very low operating costs which, from the
Company's initial assessment, more than offsets the increase in initial
capital cost. The decision to progress with a pipeline is expected to both
improve the flexibility of the project to operate in lower price environments
given the reduced operating costs and also make the permitting for the project
more straightforward. Additional technical and environmental studies are
required to incorporate the pipeline solution within the PFS and Environmental
Permit application.

 

The drilling programme, pipeline studies and other workstreams required for
the conclusion of the PFS, EIA and environmental permit application will be
completed following the Capital Raise, subject to the level of take up of the
Capital Raise. In addition to the Kallak North deposit - the focus of the
economic studies - resources have been defined at the two Kallak South
deposits and a significant exploration target has been identified within the
Company's surrounding permits. Further exploration will be considered to
assess the economic viability of developing these targets to provide a
potential extension to the mine life. In the interim and over the coming
months, the intention is to provide an update on the project and in particular
a management update of the project economics to reflect the workstreams
already completed to PFS level.

 

Given the quality of the concentrate that the Kallak project is expected to
produce, the Company has already received interest from a number of
third-parties. As the project is advanced further, it is anticipated that this
interest will increase and the Company will consider opportunities to form
strategic partnerships that could de-risk the project from financing,
technical, and market access perspectives and enable an accelerated
development.

 

Grafintec continues to advance the development of the GAMP to establish an
independent producer of anode material to supply the growing lithium-ion
sector in Europe. The GAMP process involves converting graphite concentrate
into Coated Spherical Purified Graphite ("CSPG") through a three-stage process
of spheronisation, purification and coating. The Company intends to develop
the plant in Finland which has the benefit of access to a highly skilled
workforce, low-cost renewable energy, strong local and government support and
proximity to the European customer base. Grafintec held a plot reservation in
the GigaVaasa industrial hub, although as previously noted, this reservation
lapsed in August 2024. Grafintec continues to engage in dialogue with
GigaVaasa and the municipality of Korsholm, and a number of other potential
sites for the future development of the GAMP.

 

Whilst Grafintec, through the Aitolampi project, has one of Europe's largest
flake graphite resources, the plan is to initially import material from a
third-party mine. The test-work undertaken for the PFS was completed using a
six-tonne sample sourced from our preferred supplier, a miner with a
multi-decade track record of producing high grade concentrate. Longer term,
the Company will assess the viability of developing its own graphite mining
projects and creating a European vertically integrated graphite business.

 

The Company announced the results of the PFS on 10 March 2025 which
anticipates an initial Phase 1 development to produce 25,000 tonnes per year
of CSPG with the potential to increase output in Phase 2 to 75,000 tonnes per
year. The planned annual production capacity can provide anode material for an
estimated 357,000 electric vehicles per year in Phase 1 or 1,071,000 electric
vehicles per year from the Phase 2 expansion.

 

The study demonstrated extremely robust economics with the Phase 1 development
generating a Post-tax Net Present Value using a discount rate of 8% ("NPV(8)")
of €924 million and post-tax Internal Rate of Return ("IRR") of 37% over 25
years. The initial capital cost for Phase 1 is estimated at €225 million
with a pay-back period of 3 years from initial production and the project is
forecast to generate €120 million of Free Cash Flow ("FCF") per year and
€150 million of Earnings before Interest, Tax, Depreciation and Amortisation
("EBITDA") per year when in full production.

 

The Phase 2 expansion would offer further economic upside with a Post-tax
NPV(8) of €2.2 billion and post-tax IRR of 38% over 25 years and €361
million of FCF per year and €451 million of EBITDA per year when in full
production.

 

Following the introduction of the Chinese export controls in December 2023,
the Company has received interest from a number of international groups
involved in the production and trade of battery minerals. Grafintec will
continue to review opportunities to form strategic partnerships that can both
fast-track development and mitigate technical and financing risks. In
particular, as the Company advances the project into the next pilot testing
and Definitive Feasibility Study ("DFS") phase, it will advance its
discussions with potential strategic partners and off-takers. Grafintec has
been successful in receiving grant funding to support the development of GAMP
to date, €530,00 funding granted under Business Finland's BATCircle 2.0
programme and a further €232,000 for the BATCircle 3.0. The Company will
continue to review grant funding opportunities including applying for the
project to be classified as an EU Strategic Project.

 

In Kosovo, Vardar is focused on its exploration work which aims to make
discoveries of base and precious metals. The Company has a large and highly
prospective land package in a region that has seen very limited exploration
since the 1980s. The Mitrovica licence package surrounds the Stan Terg mine
that was one of Europe's largest lead/zinc mines. Highly anomalous base and
precious metal values have been returned from soil and rock-chip sampling and
drilling. To the north of the Mitrovica licence, the Company is exploring the
Shala licence package in order to identify and refine exploration targets. In
eastern Kosovo, the Company holds the Viti licences that host anomalous copper
and gold values and have the potential to host lithium mineralisation. The
focus of the current exploration programme is on refining existing exploration
targets and identifying new areas of interest. The Company will continue to
engage with potential partners for these projects, with the objective of the
partner funding an accelerated exploration programme whilst the Company would
retain exposure to any potential discoveries. Certain of the Vardar
exploration licences, including Mitrovica and the Viti licences, are subject
to renewal. Applications for these renewals have been submitted to, and
formally lodged with the relevant authority in Kosovo although remain subject
to formal approval.

 

The main purpose of the Capital Raise will be to finance the continued
development of Kallak and the GAMP. The Rights Issue will also repay amounts
advanced under the Bridge Loan. With sufficient funding available, further
programmes will be considered at each of the Company's projects.

 

 

Ed Bowie, Chief Executive Officer of Beowulf, commented:

 

"The Company delivered significant progress across the portfolio during 2024.

 

"We have demonstrated that Kallak has the potential to produce a
market-leading concentrate, suitable for the use in green steel, and have
significantly de-risked the project from technical and permitting
perspectives. The positive interaction we have received through the
Consultation Process is testament to the hard-work of the team and reinforces
the progress we have made in building local stakeholder engagement. More work
is required and we are not complacent about the future challenges in
developing a project of this scale, but in the last year Kallak has evolved
into a genuine development project.

 

"The GAMP PFS has demonstrated that we have a robust project both from
technical and economic perspectives. We continue to engage with potential
strategic partners and grant funding schemes, with the objective of supporting
the next phase of GAMP's development.

 

"However, the significant progress the Company has made across its core assets
has not been reflected in the Company's share price performance and the
proposed Capital Raise will inevitably result in further equity dilution at a
depressed valuation. Given the challenging markets, the Company's Directors
have sought to structure the transaction and position the Company in a way to
ensure that, with the minimum net proceeds, the projects can be progressed,
albeit at a reduced rate until at least the end of the year. It is pleasing
that we have secured support from a number of institutional investors via the
Placing and underlines the quality of our assets. If the Capital Raise is
fully subscribed, we expect to be able to deliver the Kallak PFS and
Environmental Permit application in addition to progressing with the GAMP
pilot testing and sustain the Company further into 2026. I thank shareholders
for their support to date and trust that you will continue to support the
Company as we enter this exciting phase in our development."

 

Use of proceeds

 

The Placing has raised £1.0 million (SEK 13 million), before the deduction of
transaction related costs and compensation to investors (see "Commitments in
relation to the Capital Raise" below).

 

The Rights Issue, if fully subscribed, will provide the Company with the
equivalent of approximately SEK 38 million (approximately £2.9 million)
before deduction of transaction related costs and compensation to underwriters
(see "Commitments in relation to the Capital Raise" below).

 

The UK Retail Offer, if fully subscribed, will amount to the equivalent of SEK
9 million (approximately £700,000) before deductions for transaction related
costs.

 

With the minimum net proceeds from the Placing and the Rights Issue the
Company intends to finance the following activities until Q1 2026 in summary:

 

·      Kallak Iron Ore Project technical and environmental workstreams
to progress the PFS and maintain critical workstreams for the Environmental
Permit application: SEK 10 million (approximately £0.7 million).

·      Grafintec workstreams including ongoing environmental workstreams
and pilot test-work: SEK 5 million (approximately £0.4 million).

·      Ongoing low-cost exploration at Vardar: SEK 2 million
(approximately £0.1 million).

·      Corporate costs and working capital to the end of the year
including costs associated with the Bridge Loan which was raised in March
2025: SEK 3 million (approximately £0.2 million).

 

Additional proceeds from the Placing, the Rights Issue and UK Retail Offer
will be distributed across Beowulf's projects and workstreams to further
advance the Company's position and add value to the asset portfolio.

 

In the event that the Capital Raise is fully subscribed, the Board anticipates
that there will be sufficient funds to complete the Kallak PFS and
environmental permit application and the working capital will cover the
Company's operations further into 2026.

 

 

 

Details of the Placing

 

The Company and the Joint Brokers have entered into the Placing Agreement
pursuant to which the Joint Brokers have, subject to certain conditions,
procured subscribers for the Placing Shares at the Subscription Price. The
Placing Agreement contains provisions entitling the Joint Brokers to terminate
the Placing (and the arrangements associated with it), at any time prior to
Admission (as defined below) in certain circumstances, including in the event
of a material breach of the warranties given in the Placing Agreement, the
failure of the Company to comply with its obligations under the Placing
Agreement, or the occurrence of a force majeure event or a material adverse
change affecting the financial position or business or prospects of the
Company. If this right is exercised, the Placing will not proceed and any
monies that have been received in respect of the Placing will be returned to
the applicants without interest and Admission will not occur. The Company has
agreed to pay the Joint Brokers a placing commission and all other costs and
expenses of, or in connection with, the Placing. The Placing is not being
underwritten by the Joint Brokers or any other person.

 

The Placing Shares are to be issued pursuant to the authorities sought from
Shareholders at the GM and, therefore, the issue of the Placing Shares remains
conditional upon, inter alia, the passing of the Resolutions (as defined
below) at the GM.

 

Application will be made for the Placing Shares to be admitted to trading on
the AIM market of the London Stock Exchange plc ("Admission"). It is expected
that the issue of the Placing Shares will take place, Admission will become
effective and that dealings in the Placing Shares will commence on or around
22 May 2025.

 

Commitments in relation to the Capital Raise

 

Beowulf has received commitments pursuant to the Placing from (a) a number of
institutional and other investors, pursuant to signed placing letters with the
Joint Brokers or subscription letters with the Company, and (b) members of the
Board, executive and senior management along with other investors associated
with them, pursuant to further direct subscription letters with the Company
(together the "Initial Subscribers"), for a total of £1.0 million
(approximately SEK 13 million). Subscriptions for Placing Shares shall be
carried out at the Subscription Price.

 

Beowulf has received underwriting commitments from the Fenja Capital I A/S,
Buntel AB, Oscar Molse, Wilhelm Risberg and Fredrik Lundgren (the
"Underwriters"). The Underwriters have committed to the Company to the extent
that SDRs in the Rights Issue are not subscribed up to SEK 15 million
(approximately £1.1 million) to subscribe for the amount of SDRs required for
the Rights Issue to be subscribed up to SEK 15 million. Subscription of SDRs
according to the underwriting commitments shall be carried out at the
Subscription Price.

 

A cash compensation of 14 per cent of underwritten amounts is payable by the
Company to the Underwriters after completion of the Rights Issue. The
Underwriters have the option to request that the compensation is received in
new SDRs in the amount of 14 per cent of the underwritten amounts or as a
combination of cash and SDRs.  Furthermore, Initial Subscribers in the
Placing are eligible for a commission of 10 per cent of the committed amount
payable in Ordinary Shares after completion of the Capital Raise.  For the
avoidance of doubt, no compensation or commission will be paid on the
 subscriptions by the Board and/or executive and senior management pursuant
to the Capital Raise.

 

If compensation or commission (as the case may be) is to be received in
Ordinary Shares or SDRs, the Company will issue such additional Ordinary
Shares or SDRs to the Underwriters or the subscribers in the Placing (as the
case may be), after completion of the Capital Raise, at the Subscription
Price.

 

The underwriting commitments and the declared intentions are not secured via
bank guarantee, pledging or similar arrangements. If the Board has not
resolved to proceed with the Capital Raise by 30 April 2025, then the Company
is liable for 50 per cent of the cash compensation due to the Underwriters.
The Board will also need to source alternative funding to pay back the
Bridging Loan.

 

 

 

 

Management Participation and Related Party Transaction

 

Members of the Board and senior management have agreed, pursuant to direct
subscription letters with the Company, to subscribe in the Placing for, in
aggregate, the equivalent of approximately SEK 2.2 million (approximately
£166,000) as follows:

 

 Name                Position                         SEK      £
 Ed Bowie            Chief Executive Officer          985,000  75,000
 Johan Röstin        Non-Executive Chairman           350,000  27,000
 Mikael Schauman     Non-Executive Director           250,000  19,000
 Christopher Davies  Non-Executive Director           197,000  15,000
 Rasmus Blomqvist    Managing Director, Grafintec Oy  400,000  31,000

 

The subscription from Ed Bowie (Chief Executive Officer), Chris
Davies (Independent Non-Executive Director), Johan Rostin (Independent
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 management participation to be fair and reasonable insofar as
Beowulf's shareholders are concerned.

 

Bridge Loan

 

The Underwriters have also agreed to provide a Bridge Loan of, in aggregate,
SEK 10 million (approximately £720,000) to the Company to ensure that it has
sufficient financial resources to continue the work programmes on its projects
and to provide working capital until after the completion of the Capital
Raise. The Bridge Loans carry a monthly interest charge of 1.5 per cent and a
commitment fee of 5 per cent and is required to be repaid with proceeds from
the Capital Raise.

 

General Meeting

 

At the Company's annual general meeting in June 2024, the Shareholders passed
resolutions which would allow the Company to allot approximately 7,768,958
Ordinary Shares for cash on a non-pre-emptive basis. This authority will be
insufficient to allow the Capital Raise to complete and accordingly the
Company is convening the General Meeting in order to seek approval from
Shareholders to additional share authorities (the "Resolutions").

 

Timetable for the Capital Raise and additional information

 

The formal decision to proceed with the Capital Raise as well as an
announcement of its full terms and conditions, inter alia, the proposed
Subscription Price, number of SDRs and Ordinary Shares to be offered and the
proposed timeline, is planned for 4 April 2025. The Subscription Price in the
Capital Raise will be determined by the Board of Directors in consultation
with its advisors and in line with the Underwriting Agreements which set the
subscription price at a 30% discount to the TERP ("Theoretical Ex-Rights
Price") based on the average daily weighted average price for the SDRs during
a trading period of 10 days prior to the resolution by the Board of Directors.
The Subscription Price in the Placing and the UK Retail Offer will be
determined and based on an exchange rate conversion of the SDR Subscription
Price. The subscription period for the Rights Issue will be between 16 April
2025 and 5 May 2025 and between 16 April 2025 and 2 May 2025 for the UK Retail
Offer.

 

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 15 April 2025 and before the
subscription period commences on Beowulf's website (https://beowulfmining.com/
(https://beowulfmining.com/) ), Evli Plc's website (www.evli.com
(http://www.evli.com) ), Aqurat's website (www.aqurat.se
(http://www.aqurat.se) ), as well as Finansinspektionen's website (www.fi.se
(http://www.fi.se) ).

 

The Company values its UK investor base and therefore the purpose of the UK
Retail Offer will be to allow Shareholders the opportunity to participate in
the Capital Raise.

 

Once announced, Shareholders will be able to access the UK Retail Offer
through the WRAP platform'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).

 

Advisers

In relation to the Placing, each of the Joint Brokers have been engaged by the
Company.  In connection with the Rights Issue, the Company has engaged Evli
Plc as Swedish financial adviser, Advokatfirman Lidström & Co AB as
Swedish legal advisor and Aqurat Fondkommission AB as Swedish issuing agent.

 

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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