REG - Beowulf Mining PLC - Beowulf announces final terms for capital raise

Beowulf MiningAnnouncement

04/03/2024 07:00

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RNS Number : 4142F  Beowulf Mining PLC  04 March 2024

 

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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  8.00 a.m. (Stockholm time) on 11 March
 versa) is permitted again

 Publication of the Prospectus                                               12 March
 Start of the subscription period for the Rights Issue and trading in the    13 March
 Swedish Subscription Rights and Paid Subscribed SDRs
 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      6 March
 versa) is permitted again
 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            after 8.00 a.m. (BST)
 Shareholders only)

                                                                                 on 18 April
 Posting of certificates for the New Ordinary Shares (certificated Shareholders  on or around 2 May
 only)

 

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/ (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).

 

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.

 

 

 

 

 

 

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