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

Beowulf MiningAnnouncement

03/04/2024 07:15

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RNS Number : 0631J  Beowulf Mining PLC  03 April 2024

 

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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.

 

 

3 April 2024

 

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

 

Beowulf announces outcome of Capital Raise

 

Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development
company, hereby announces the outcome of the Company's rights issue of Swedish
Depository Receipts (the "Rights Issue"), the PrimaryBid retail offer (the
"PrimaryBid Offer") and a placing to certain UK investors including members of
the Board and executive management (the "Placing" and, together with the
PrimaryBid Offer, the "UK Issue", and together with the Rights Issue, the
"Capital Raise"), which ended on 28 March 2024.

 

The Rights Issue was subscribed with total subscription requests of
approximately SEK 42.0 million (approximately £3.2 million). As a result,
underwriting commitments of approximately SEK 8.0 million will be activated.

 

A total of 625,000,000 New SDRs will be issued through the Rights Issue and
Beowulf will receive SEK 50.0 million (approximately £3.8 million) (gross).
Settlement notes connected to the Rights Issue are expected to be sent out
today, 3 April 2024.

 

The PrimaryBid Offer raised gross proceeds of approximately £0.29 million. In
addition to the PrimaryBid Offer, the Company received demand totalling £0.19
million to be satisfied via the Placing giving an aggregate raise under the UK
Issue of £0.48 million (approximately SEK 6.3 million).

 

In total, Beowulf will receive approximately SEK 56.3 million (approximately
£4.3 million) (gross) from the Capital Raise.

 

 

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"), advancing the Pre-feasibility Studies ("PFSs") and
Environmental Impact Assessments ("EIAs") for both. Net proceeds from the
Capital Raise will also be used to repay the SEK 10 million bridge loan
financing, fund the advancement of Vardar Minerals and for general corporate
and working capital purposes. The Company will continue to explore funding
opportunities at both 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 PFS and EIA processes, critical milestones in underpinning
the value, unlocking the optionality, and advancing the permitting at each
asset.

 

"We will continue to explore opportunities to attract strategic partners and
investors, both at the corporate level, but also the asset level, to support
our ongoing development.

 

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

 

 

Subscription and allotment in the Rights Issue

 

The Rights Issue ended on 28 March 2024 and was subscribed to a total of
approximately SEK 42.0 million (approximately £3.2 million). As a result,
underwriting commitments of approximately SEK 8.0 million will be activated.

 

A total of 625,000,000 New SDRs will be issued and Beowulf will therefore
receive SEK 50.0 million (approximately £3.8 million) (gross) as part of the
Capital Raise.

 

504,689,184 New SDRs, corresponding to approximately SEK 40.4 million
(approximately £3.1 million) and 80.8 per cent of the Rights Issue, were
subscribed for with the support of subscription rights. 20,772,741 New SDRs,
corresponding to approximately SEK 1.6 million (approximately £0.13 million)
and 3.3 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 14
March 2024 ("Prospectus"). Settlement notes are expected to be sent out today,
3 April 2024.

 

 

Subscription and allotment in the UK Issue

 

The PrimaryBid Offer ended on 28 March 2024 and was subscribed to a total of
approximately £0.29 million. In addition to the PrimaryBid Offer, the Company
received additional demand totalling £0.19 million to be satisfied via the
Placing and certain Board and Senior Management subscriptions, giving an
aggregate raise under the UK Issue of £0.48 million.

 

A total of 78,558,588 New Ordinary Shares will be issued and Beowulf will
therefore receive approximately £0.48 million (gross) as part of the Capital
Raise. 32,788,002 New Ordinary Shares, corresponding to approximately £0.20
million and 41.7 per cent of the UK Issue, were subscribed for by existing
retail 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 March 2024
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w)
.

 

 

Board and Senior Management Participation

 

Further to the announcement dated 20 March 2024, the Board and Senior
Management of Beowulf subscribed for SEK 3.03 million or £232,000, which
includes an increase from the previously announced subscription, as follows:

 

 Subscriptions for SDRs                                           SEK      £        Expected number of new SDRs             Expected interest upon Admission
 Johan Rostin(1, 2)   Non-Executive Chairman                      672,689  51,437               8,408,614                   10,327,382
 Mikael Schauman      Non-Executive Director                      250,000  19,116               3,125,000                   3,125,000
 Rasmus Blomqvist(1)  Managing Director, Grafintec                837,573  64,045            10,469,662                     19,776,033

 Subscriptions for Ordinary shares                                SEK      £        Expected number of new Ordinary Shares  Expected interest upon Admission
 Ed Bowie             Chief Executive Officer                     915,453  70,000            11,475,409                     11,475,409
 Chris Davies(1)      Non-Executive Director                      91,545   7,000                1,147,540                   1,333,427
 Ismet Krasniqi       Non-Executive Director, Vardar Minerals     261,558  20,000               3,278,688                   3,278,688
 Total                                      3,028,819                      231,598

 

Notes:    (1) indicate existing shareholders so will subscribe with
existing subscription or preferential rights

                (2) increase in previously announced
subscription of 6,250,000 New SDRs

 

 

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), Rasmus Blomqvist
(Managing Director, Grafintec) and Ismet Krasniqi (Non-Executive Director,
Vardar Minerals) 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, including the increased subscription from Johan Rostin, 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 15 April 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 1,860,746,051. 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 12 April
 Record date for conversion of the Paid Subscribed SDRs into New SDRs    on or around 16 April
 Swedish Admission and commencement of dealings in the New SDRs          on or around 17 April

 

 Summarised indicative timetable for the UK Issue
 AIM Admission and commencement of dealings in the New Ordinary Shares             8.00 a.m. (BST) on 15 April

 New Ordinary Shares credited to CREST stock accounts (uncertificated              after 8.00 a.m. (BST) on 15 April
 Shareholders only)
 Posting of certificates for the New Ordinary Shares (certificated Shareholders    on or around 29 April
 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 13.0779, being the relevant exchange rate on 1 March 2024. 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 March
2024
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w
(https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w)
).

 

 

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.

 

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Johan Rostin

 2    Reason for the notification

 a)   Position/status                                              Chairman

 b)   Initial notification /Amendment                              Amendment to notification of 20 March 2024

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Beowulf Mining Plc

 b)   LEI                                                          213800MV3XGAOASPT433

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  ordinary shares of 0.1p each

      Identification code                                          GB0033163287

 b)   Nature of the transaction                                    Purchase of Ordinary Shares

 c)   Price(s) and volume(s)

Price     Volume
                                                                   0.08 SEK  8,408,614

 

 d)   Aggregated information

      - Aggregated volume                                          Not Applicable

      - Price

 e)   Date of the transaction                                      2 April 2024

 f)   Place of the transaction                                     London Stock Exchange / Spotlight

 

 

d)

 

Aggregated information

- Aggregated volume

Not Applicable

 

- Price

e)

 

Date of the transaction

 

 

2 April 2024

f)

 

Place of the transaction

 

 

London Stock Exchange / Spotlight

 

 

 

 

 

 

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