REG - Beowulf Mining PLC - Rights Issue of SDRs raises additional funds

Beowulf MiningAnnouncement

07/03/2023 07:00

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RNS Number : 0760S  Beowulf Mining PLC  07 March 2023

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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 (EU) No.
596/2014, as incorporated into UK law by the European Union (Withdrawal) Act
2018. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

 

7 March 2023

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

Rights Issue of Swedish Depository Receipts raises additional funds with
directed issue to underwriters in respect of transaction fees

 

Beowulf (AIM: BEM; Spotlight: BEO) hereby announces that, following the
completed rights issue of Swedish Depository Receipts (the "SDRs") decided by
the Board of Directors of the Company on 25 January 2023 (the "Rights Issue"),
the Company will carry out a directed issue of 23,276,121 SDRs to the
underwriters who have elected to receive compensation in the form of SDRs of
the Company (the "Compensation Issue") instead of cash. The subscription price
in the Compensation Issue is equal to the subscription price in the Rights
Issue SEK 0.27 per SDR.

 

In accordance with the underwriting agreements connected to the Rights Issue,
as announced  on 20 December 2022 and 25 January 2023, the underwriters had
the option to receive the underwriter fee in the form of cash or in the form
of SDRs, or a combination thereof. Formue Nord Markedsneutral A/S has chosen
to receive the underwriter fee as SDRs and will subscribe for 15,517,414 new
SDRs. Buntel AB has chosen to receive the underwriter fee in a combination of
SDRs and cash and will subscribe for 7,758,707 new SDRs. As a result, a total
of 23,276,121 new SDRs will be issued.

 

The purpose of the Compensation Issue, and the reason for the deviation from
the shareholders' pre-emptive rights, is to meet the Company's obligations
towards the underwriters under the underwriting agreements entered into. The
subscription price under the Compensation Issue is equal to the subscription
price under the Rights Issue and thus in accordance with market conditions.

 

CEO Kurt Budge comments:

"I am grateful to have the continued support of the underwriters, Formue Nord
Markedsneutral A/S and Buntel AB; by taking SDRs instead of cash for their
underwriting compensation, they have increased the net proceeds to the Company
from the SDR Rights Issue. These are valuable funds to the Company, improving
the Company's cash position by approximately SEK 6.3 million (£0.5 million)
from the Rights Issue."

 

 

Admission and Total Voting Rights

 

Application will be made for 23,276,121 new Ordinary Shares of 1 pence each to
be admitted to trading on AIM, which is expected to take place on or around 22
March 2023 ("Admission"). With SDR's reflecting these Ordinary Shares being
issued on or around 23 March 2023 which are the same Admission dates as the
wider Capital Raise.

 

Following Admission, the total number of Ordinary Shares in Beowulf will be
1,157,187,463 and the issued share capital of the Company will increase to £
11,571,874.63. The dilution effect as a result of the Compensation Issue
amounts to approximately 2 percent of votes and share capital (calculated on
the number of outstanding shares in the Company after the Capital Raise and
the Compensation Issue). No ordinary shares are held in treasury and as such,
the above figure may be used by shareholders in the Company 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 share capital
in the Company under the FCA's Disclosure and Transparency Rules.

 

Definitions

Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Company's announcement dated 25 January
2023
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x5z9v8x
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x5z9v8x)
).

 

 

Enquiries:

Beowulf Mining plc

Kurt Budge, Chief Executive Officer, Tel: +44 (0) 20 7583 8304

 

Sedermera Corporate Finance AB

Tel:  +46 (0) 40-615 14 10

SP Angel Corporate Finance LLP

Ewan Leggat / Stuart Gledhill / Adam Cowl

Tel: +44 (0) 20 3470 0470

 

Bird & Bird Advokat KB

Tel:  +46 (0)8 506 320 00

 

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
forecasts.

 

Disclaimer

Sedermera is acting as the Swedish financial adviser and broker to the Company
in relation to the Rights Issue. Nordic Issuing AB is providing issuing
services for the Rights Issue. Shark Communication AB has assisted the Company
in the preparation of this announcement. The Directors are responsible for the
contents of this announcement and Sedermera, Nordic Issuing AB and Shark
Communication AB disclaim all responsibility in relation to Shareholders and
SDR Holders and for other direct or indirect consequences as a result of
investment decisions or other decisions based on the information in this
announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Sedermera under the Swedish Securities Markets Act (Swedish: lagen
(2007:528) om värdepappersmarknaden) or under the regulatory regime of any
jurisdiction where exclusion of liability under the relevant regulatory regime
would be illegal, void or unenforceable, neither Sedermera, nor any of its
affiliates, accepts any responsibility whatsoever for the contents of this
announcement including its accuracy, completeness and verification or for any
other statement made or purported to be made by it, or on its behalf, and
nothing in this announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or future. Sedermera
and its affiliates accordingly disclaim, to the fullest extent permitted by
applicable law, all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which they might otherwise be found to
have in respect of this announcement or any such statement. No representation
or warranty express or implied, is made by Sedermera or any of its affiliates
as to the accuracy, completeness, verification or sufficiency of the
information set out in this announcement , and nothing in this announcement
will be relied upon as a promise or representation in this respect, whether or
not to the past or future.

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