REG - Beowulf Mining PLC - Convertible Loan and Corporate Adviser Appointment

Beowulf MiningAnnouncement

22/12/2025 07:00

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RNS Number : 3812M  Beowulf Mining PLC  22 December 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
this inside information is now considered to be in the public domain.

 

 

22 December 2025

 

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

Convertible Loan and Appointment of Corporate Adviser

 

Beowulf (AIM: BEM; Spotlight: BEO), the European mineral exploration and
development company, is pleased to announce, further to the announcement
released 26 November 2025, that the Company has entered into an unsecured
convertible loan (the "Loan"), pursuant to which Alumni Capital Limited (the
"Investor") has agreed to subscribe for an aggregate of £500,000 unsecured
convertible loan notes ("Loan Notes"). The Loan will provide short-term
working capital while Beowulf seeks to close a number of other funding
solutions with the objective of enabling the Company to advance both its core
assets for at least the coming 12 months. In connection with the Loan, the
Company has also entered into a warrant agreement with Investor, pursuant to
which the Company has agreed to grant warrants to subscribe for 4,329,004
ordinary shares to Investor (the "Warrants").

 

Beowulf is also pleased to announce the appointment of Marex Financial as
Corporate Adviser with immediate effect.

 

Ed Bowie, Chief Executive Officer of Beowulf, commented:

 

"Entering into this Loan with the Investor is the first step in the funding
strategy we outlined at the end of November. The Loan will provide the
short-term capital that will allow us to seek to close the sale of Vardar and
raise the capital for Grafintec. Closing both of these transactions will
enable us to advance our core assets over at least the next 12 months."

 

The Loan

 

The Investor has agreed to subscribe for the entirety of the Loan Notes for an
aggregate sum of £500,000 in accordance with the terms of the Loan. The Loan
Notes have a maturity date of 12 months following the date of issue (the
"Maturity Date").

 

The Investor has the option to convert all or part of the outstanding balance
of the Loan Notes into ordinary shares in the capital of the Company
("Ordinary Shares") at any time before the Maturity Date, by giving written
notice to the Company.

 

The price at which a conversion will take place (the "Conversion Price") will
be the higher of: (i) a 10% discount to the lowest traded price in GBP of the
Ordinary Shares on any of the 20 trading days immediately prior to the date of
the relevant Conversion; or (ii) the nominal value of each Ordinary Share from
time to time.

 

The Company has the option to redeem any of the Loan Notes in advance of the
Maturity Date. In doing so, it will incur an early payment premium of 10% of
the principal amount of the Loan Notes being repaid.

 

The Loan Notes will attract an annual interest rate of 10%, payable by the
Company on the earlier of maturity or conversion of the Loan Notes.

 

Warrant Agreement

 

The Company has granted 4,329,004 Warrants to Investor pursuant to the terms
of the Warrant Agreement.  One Warrant will entitle the Investor to subscribe
for one Ordinary Share at £0.1155 per Warrant (the "Exercise Price").
Warrants can be exercised at any time prior to the third anniversary of the
date on which they were granted.

 

The Warrants will be subject to repricing and an anti-dilution mechanism in
the event of an issue of equity at a price lower than the Exercise Price.

 

The Company has the right to require the Investor to exercise up to 50% of the
Warrants it holds if the Company's Ordinary Shares trade at over £0.231 for
30 consecutive trading days and, furthermore, the Investor shall be required
to exercise its remaining 50% of the Warrants if the Ordinary Shares trade at
over £0.3465 for 30 consecutive trading days.

 

Background and funding strategy

 

Beowulf's core assets are the Kallak Iron Ore Project ("Kallak") in Sweden and
the Graphite Anode Materials Plant ("GAMP") in Finland. The Company is seeking
to complete the Pre-feasibility Study ("PFS") and Environmental Permit
application at Kallak and advance GAMP through pilot testing, permitting and
Feasibility Study ("DFS").

 

In order to finance the completion of these activities, Beowulf has been
working on a number of potential funding solutions. The objective has been to
secure sufficient investment to ensure the projects can be advanced to their
next milestones, whilst at the same time minimising dilution to existing
shareholders.

 

These potential sources of capital are:

·      Beowulf has received a non-binding cash offer of €4 million for
its 100% interest in Vardar Minerals Limited ("Vardar"). The Company has
signed a Heads of Terms with the proposed buyer although this offer is
non-binding and remains subject to the completion of satisfactory due
diligence by the buyer. However, Beowulf is hopeful that the transaction can
be concluded within the coming months.

 

·      Beowulf is seeking to secure separate funding for Grafintec Oy
("Grafintec"), its wholly owned Finnish subsidiary, both in the form of direct
equity into Grafintec and through support from Business Finland. A financial
adviser, Grannenfelt Finance Oy, has been appointed in Finland to assist with
raising €5 million in equity through the sale of shares in Grafintec. The
Company has also applied to Business Finland's Research, Development and
Piloting loan scheme for a loan of €7 million. The loan scheme, which is
focused on supporting the development and commercialisation of innovative
products, services and production methods, can be for up to 70% of eligible
project costs, for a period of up to 10 years and carries a low interest rate
of three percentage points below the base interest rate, or at least 1%. It
therefore represents an extremely attractive and non-dilutive source of
capital. It is hoped that progress will be made on both elements of the
Grafintec financing over the coming three to six months.

 

These potential sources of longer-term funding are anticipated to take up to
six months to complete and are currently at non-binding stages, so no
assurance can be given that they will successfully complete, or on the final
terms of which any such transactions may be completed. Therefore, the Loan
provides the Company with sufficient working capital in the interim.

 

In addition to the above, the Company continues to review a range of
additional funding options including EU-backed schemes and is maintaining
dialogue with a number of potential strategic and long-term investors at both
corporate and asset level.

 

GAMP development strategy

 

The pilot testing phase for the GAMP, and in particular the construction and
operation of a pilot or demonstration plant, is expected to cost a total of
€10.4 million. This budget includes costs for the completion of a DFS, an
Environmental Impact Assessment ("EIA") and Environmental Permit application
and corporate costs associated with Grafintec. During the recent trip to the
Kotka area, a number of potential sites suitable for the construction of the
pilot plant were visited.

 

The pilot testing phase is anticipated to take between 18 and 24 months to
complete once financing is obtained, with the key objectives being
demonstrating the scalability of the process and qualifying the anode material
with potential end-users. Successful completion of this phase in the project's
development will enable Grafintec to secure off-take agreements with end
users, underpinning the financing of the full commercial plant.

 

If successful, the proposed Grafintec equity raise and Business Finland loan
will provide sufficient capital to undertake all activity related to the pilot
testing, as well as permitting and the DFS for the full-scale plant. It is
therefore hoped that this would be the final financing for Grafintec prior to
the financing and building of the commercial-scale plant. Whilst the issue of
equity in Grafintec, if it proceeds, will result in a dilution of Beowulf's
current 100% ownership of Grafintec, Beowulf is expected to retain a
significant majority holding post the equity raise.

 

Kallak development strategy

 

At Kallak, the Company has made significant progress with the PFS and
Environmental Permit application, with many of the workstreams already
complete or substantially complete. On the technical side for the PFS,
metallurgy, mineral processing, water and waste management and site
infrastructure studies have been completed, with the key outstanding
workstreams being a modest infill drilling programme, updating the mineral
resource estimate and the mine scheduling. In addition, further work is
planned to test the proposed slurry pipeline to transport concentrate from the
mine site to the rail, and to review options for the port storage and handling
facilities at Narvik. Following completion of all technical studies, the costs
associated with the development and operation of the mine will be assessed and
the economic analysis and final report completed.

 

Many of the studies required ahead of the submission of the Environmental
Permit application have been substantially completed, including nature and
water baseline studies, hydrology, noise, air quality, cultural heritage and
reindeer herding analysis. Baseline nature and cultural inventory work is
nearing completion for the transport corridor, and the World Heritage Impact
Assessment and Social Impact Assessment are required prior to the submission
of the application.

 

The budget for the completion of the PFS and the Environmental Permit
application, and for general and administrative costs for a 12-month period
for Beowulf's wholly owned Swedish subsidiary, Jokkmokk Iron Mines AB
("Jokkmokk Iron"), is approximately SEK 31 million (£2.5 million).

 

The proposed sale of Vardar for €4 million (approximately £3.5 million)
would, if concluded, provide sufficient funding for Jokkmokk Iron and provide
working capital for Beowulf.

 

The subsequent development of Kallak, including the DFS, will require
additional capital. The Company continues to engage with a broad number of
potential strategic investors and the expectation is that, following the
completion of the PFS and submission of the Environmental Permit application,
the level of interest from these strategic groups will increase.

 

 

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 4530 9160

 

BlytheRay

Tim Blythe / Megan Ray
                                    Tel:
+44 (0) 20 7138 3204

 
                       beowulf@blytheray.com

 

 

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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