REG - Beowulf Mining PLC - Posting of Annual Report and Notice of AGM

Beowulf MiningAnnouncement

20/05/2024 07:00

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RNS Number : 9952O  Beowulf Mining PLC  20 May 2024

 

20 May 2024

Beowulf Mining plc

("Beowulf" or the "Company")

Posting of Annual Report and Notice of Annual General Meeting

 

Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development
company, announces that the Company's annual report and accounts for the year
ended 31 December 2023 ("2023 Annual Report") and notice of the Company's 2024
Annual General Meeting ("Notice of AGM") have been sent to shareholders and
are now available to view on the Company's website at
https://beowulfmining.com/agm-2024/ (https://beowulfmining.com/agm-2024/) .

 

The Annual General Meeting ("AGM") of the Company will be held at 9:00 a.m.
(UK) (10:00 CET) on Friday, 14 June 2024 at the 4 More London Riverside,
London, SE1 2AU, United Kingdom.

 

The Company encourages shareholders to submit their voting instructions in
advance by proxy whether or not they intend to attend. The "Notes" section of
the Notice of AGM provides details on how to vote for Shareholders and holders
of Swedish Depository Receipt.

 

If any shareholder has a question they would like to pose to the Board, this
should be submitted to the Chairman via the Company Secretary at:
co-sec@oneadvisory.london by 9:00 a.m. (BST) on 7 June 2024 at the latest.

 

Share Consolidation

 

Included within the Resolutions is a proposed Share Consolidation. The
Directors are of the view that it would benefit the Company and Shareholders
to reduce the number of Existing Shares in issue with a resulting adjustment
in the market price of such shares, by consolidating the Existing Shares on
the basis of 1 New Share of £0.05 (5 pence) for every 50 Existing Shares of
£0.001 (0.1 of a penny) each.

 

The expected timetable of principal events relating to the Share Consolidation
is set out below:

 

 Circular posted to Shareholders                                              20 May 2024
 Latest time and date for receipt of Forms of Proxy                           9:00 a.m. on 12 June 2024
 General Meeting                                                              9:00 a.m. on 14 June 2024
 Record Date for the Share Consolidation                                      6:00 p.m. on 14 June 2024
 Expected date on which the New Shares will be admitted to trading on AIM     8:00 a.m. on 17 June 2024
 Expected date on which CREST accounts credited with New Shares               17 June 2024
 Expected date by which definitive new share certificates are expected to be  within 10 Business Days of Admission
 despatched

 

To effect the consolidation, it will be necessary to issue such minimum number
of additional Existing Shares so that the aggregate nominal value of the
ordinary share capital of the Company is exactly divisible by 50. It is
therefore proposed that in order to facilitate the consolidation, 21 new
Existing Shares will be issued to SP Angel Corporate Finance LLP (the
Company's joint broker) so that, immediately prior to the consolidation, the
Company's issued share capital will be exactly divisible by 50. The 21 new
Existing Shares will be issued at market value immediately following the AGM
(assuming that resolution 9 (as set out in the Notice of AGM and being the
resolution to approve the Share Consolidation) is passed at the AGM) and sold
to the market along with the aggregation of any fractional entitlements at the
best price reasonably obtainable for the benefit of the Company. Following the
consolidation (assuming the issue of the 21 new Existing Shares), the
Company's issued share capital will comprise 38,844,790 New Shares.

 

The Directors consider that a consolidation of the Existing Shares provides
greater flexibility for the Company when issuing new equity and should help to
minimise dilution to Shareholders. In particular, Swedish Depositary Receipts
("SDR") in Sweden can only be issued in multiples of SEK 0.01, with the
Company's last capital raise completed at a price of SEK 0.08 per SDR. A
decrease in the issue price by SEK 0.01 (for example to SEK 0.07), rather than
an amount less than SEK 0.01, represents a significant percentage decrease in
price and increase in dilution. Following completion of the proposed share
consolidation, the impact of a SEK 0.01 change in issue price would have a
much lower impact on this potential dilution.

 

Further details on the Share Consolidation can be found in the Notice of AGM.

 

Total Voting Rights

 

Application will be made for admission of the 21 new Existing Shares to be
admitted to trading on AIM on or around 24 May 2024. 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 1,942,239,500. 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.

 

Defined terms used in this announcement carry the same meanings as those
ascribed to them in the Notice of AGM, unless the context requires otherwise.

 

 

Enquiries:

 

Beowulf Mining plc

Ed Bowie, Chief Executive Officer
ed.bowie@beowulfmining.com

 

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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