REG - Beowulf Mining PLC - PrimaryBid Offer

Beowulf MiningAnnouncement

14/03/2024 10:30

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RNS Number : 8812G  Beowulf Mining PLC  14 March 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BEOWULF MINING
PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND.

 

14 March 2024

 

Beowulf Mining plc

("Beowulf" or the "Company")

PrimaryBid Offer

●    Beowulf announces a conditional offer for subscription of up to
266,282,272 new Ordinary Shares via PrimaryBid
(https://primarybid.com/uk/investors) ;

●    The Issue Price for the new Ordinary Shares is 0.61 pence per new
Ordinary Share, representing a discount of 18.7 per cent to the closing
mid-price of the Company's existing Ordinary Shares on 13 March 2024;

●    Investors can take part through PrimaryBid's extensive network of
retail brokers, wealth managers and investment platforms, (subject to such
partners' participation), which includes AJ Bell, Hargreaves Lansdown and
interactive investor;

●    The PrimaryBid Offer is available to both existing shareholders and
new investors;

●    There is a minimum subscription of £250 per investor in the
PrimaryBid Offer;

●    No commission will be charged by PrimaryBid on applications to the
PrimaryBid Offer;

PrimaryBid Offer

Beowulf (AIM: BEM), the mineral exploration and development company, is
pleased to announce, a conditional offer for subscription of up to
266,282,272 new ordinary shares of 0.1 pence each in the capital of the
Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer") at an
issue price of 0.61 pence per new Ordinary Share (the "Issue Price"), being a
discount of 18.7 per cent to the closing mid-price of the Company's existing
Ordinary Shares on 13 March 2024. The Company announced its intention to
launch the PrimaryBid Offer on 4 March 2024.

The Company is also conducting a preferential rights issue ("Rights Issue" and
together with the PrimaryBid Offer, the "Capital Raise") of up to
1,035,553,623 Swedish Depository Receipts ("SDRs"). 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 new SDRs ("New SDRs") will be offered at a price of SEK 0.08 per SDR (the
"SDR Offer Price"). The Rights Issue will be open to Swedish investors at the
same time as the opening of the subscription period for the PrimaryBid Offer.
The Rights Issue will close around the same time as the PrimaryBid Offer,
although the PrimaryBid Offer may close early if it is oversubscribed.

The Capital Raise is conditional, inter alia, on the shares to be issued
pursuant to the Capital Raise being admitted to trading on AIM at or before
8.00 a.m. on 18 April 2024. The PrimaryBid Offer will not be completed without
the Rights Issue also being completed.

The Company will use the funds raised in the PrimaryBid Offer across Beowulf's
projects and to repay amounts advanced under the Company's bridge loan
financing arrangements and corporate costs.

Reason for the PrimaryBid Offer

The Rights Issue is only available to qualifying holders of SDRs on the record
date. However, the Company values its UK investor base and is therefore
pleased to provide UK investors with the opportunity to participate in the
Capital Raise via the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's extensive partner network of investment platforms, retail
brokers and wealth managers, subject to such partners' participation.
Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor.

Applications for new Ordinary Shares through participating partners may be
made from tax efficient savings vehicles such as ISAs or SIPPs, as well as
GIAs. Some partners may only accept applications from existing shareholders.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer is in the best interests of
shareholders, as well as wider stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this Announcement. The PrimaryBid
Offer is expected to close at 12.00 p.m. (GMT) on 28 March 2024 and may close
early if it is oversubscribed. The result of the PrimaryBid Offer will be
announced in due course.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

Existing shareholders in the Company are likely to be given preferential
allocation. The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject any
application for subscription under the PrimaryBid Offer without giving any
reason for such rejection.

Investors wishing to apply for new Ordinary Shares should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP or GIA) and
any relevant fees or charges.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new Ordinary Shares to
be issued pursuant to the Rights Issue and the Company's existing Ordinary
Shares.

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 Beowulf Mining plc                          ed.bowie@beowulfmining.com (mailto:ed.bowie@beowulfmining.com)

 Ed Bowie, Chief Executive Officer

 PrimaryBid Limited                          enquiries@primarybid.com

 Fahim Chowdhury / James Deal

 SP Angel, Nominated Advisor                 +44 (0) 20 3470 0470

 Ewan Leggat / Stuart Gledhill / Adam Cowl

Important notices

It is a term of the PrimaryBid Offer that the aggregate value of the new
Ordinary Shares available for subscription at the Issue Price does not exceed
£1,642,322 (the "Maximum Subscription Amount"). The Maximum Subscription
Amount may be increased at the sole and absolute discretion of the Company,
subject to applicable law and regulation. Any such increase will be notified
by way of an announcement through a Regulatory Information Service.

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union (Withdrawal) Act
2018).

The PrimaryBid Offer is not being made into Australia, Canada, Hong Kong,
Japan, New Zealand, the Republic of South Africa, Singapore, Switzerland, and
the United States, or any other jurisdiction where it would be unlawful to do
so.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of Belarus, Hong Kong,
Japan, New Zealand, the Republic of South Africa, the Russian Federation,
Singapore, Switzerland, or any other jurisdiction in which such publication,
release or distribution would be unlawful. Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this Announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new Ordinary Shares and investment
in the Company carries a number of risks. Investors should contact their
investment platform, retail broker or wealth manager for details of any
relevant risk warnings. Investors should take independent advice from a person
experienced in advising on investment in securities such as the new Ordinary
Shares if they are in any doubt.

 

END

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