REG - Beowulf Mining PLC - WRAP Retail Offer for up to £738,000

Beowulf MiningAnnouncement

16/04/2025 07:00

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RNS Number : 1874F  Beowulf Mining PLC  16 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF 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 WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

16 April 2025

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

WRAP Retail Offer for up to £738,000

 

Beowulf Mining plc, (AIM: BEM; Spotlight: BEO), the European mineral
exploration and development company, is pleased to announce a retail offer via
the Winterflood Retail Access Platform ("WRAP") to raise up to £738,027 (the
"WRAP Retail Offer") through the issue of new ordinary shares of 5 pence each
in the capital of the Company ("Ordinary Shares").  Under the WRAP Retail
Offer up to 6,709,336 new Ordinary Shares (the "WRAP Retail Offer Shares")
will be made available at a price of 11 pence per share (the "Placing Price").

 

In addition to the WRAP Retail Offer, the Company has also announced a plan to
conduct a capital raise comprising a preferential rights issue of up to
27,279,854 Swedish Depository Receipts ("SDRs") (the "Rights Issue") and a
placing of 9,869,318 Ordinary Shares (the "Placing"). As previously announced,
the Placing has conditionally raised £1.0 million before the deduction of
transaction related costs and the Rights Issue will raise up to £3.0 million,
approximately 40 per cent of which the Company has received underwriting
commitments for. The aggregate amount to be raised under the Placing, the
Rights Issue and the WRAP Retail Offer (together, the "Capital Raise") is up
to approximately £4.6 million (SEK 59.1 million).

 

The WRAP Retail Offer is approximately proportionate in size to the Rights
Issue relative to shareholdings in the Company, and subscriptions under the
WRAP Retail Offer will be considered by the Company with preference to be
given to the Company's existing retail investors, subject to certain customary
conditions.

 

A separate announcement has been made regarding the Rights Issue and the
Placing and their terms and sets out the reasons for the Capital Raise and use
of proceeds.  The proceeds of the WRAP Retail Offer will be utilised in the
same way as the proceeds of the Placing and Rights Issue.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

The WRAP Retail Offer and the Placing are conditional on the New Ordinary
Shares being admitted to trading on AIM ("Admission"). It is anticipated that
Admission will become effective and that dealings in the New Ordinary Shares
will commence on AIM, at 8.00 a.m. on 22 May 2025.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being new or existing shareholders of
Beowulf, following release of this announcement and through certain financial
intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer.
Non-holders or existing shareholders wishing to subscribe for Retail Offer
Shares should contact their broker or wealth manager who will confirm if they
are participating in the Retail Offer.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

The Retail Offer is expected to close at 2.00 p.m. on 2 May 2025. Eligible
retail investors should note that financial intermediaries may have earlier
closing times. The result of the Retail Offer is expected to be announced by
the Company alongside the result of the Capital Raise on or around 8 May 2025.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to amend the size of the retail offer at its
discretion. The Company reserves the right to scale back any order and to
reject any application for subscription under the WRAP Retail Offer without
giving any reason for such rejection.

 

The first £100,000 of the WRAP Retail Offer is subject to a clawback
arrangement in connection with the Placing and will not add to the aggregate
maximum fundraising.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

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 Ordinary Shares and investment in
the Company carries a number of risks, including the risk that investors may
lose their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the
Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the United
Kingdom version of Regulation (EU) 2017/1129 as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

 

 Beowulf Mining plc                                                             ed.bowie@beowulfmining.com

 Ed Bowie, Chief Executive Officer

 SP Angel                                                                       Tel: +44 (0) 20 3470 0470

 (Nominated Adviser & Joint Broker)

 Ewan Leggat / Stuart Gledhill / Adam Cowl

 Alternative Resource Capital                                                   Tel: +44 (0) 20 7186 9004

 (Joint Broker)

 Alex Wood

 BlytheRay                                                                      Tel: +44 (0) 20 7138 3204

 Tim Blythe / Megan Ray

 Winterflood Retail Access Platform                                             WRAP@winterflood.com

 Joe Winkley                                                                    +44(0) 20 3100 0286

 Sophia Bechev

 

Further information on the Company can be found on its website at
www.beowulfmining.com

 

The Company's LEI is 213800MV3XGAOASPT433.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA, or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Ordinary Shares is being made in the United States. The
Ordinary Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Ordinary Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of South Africa,
any member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

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 US
Securities Act, 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Ordinary Shares to be issued or sold pursuant to the Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated
by the FCA in the United Kingdom, is acting Nominated Adviser to the Company
in connection with the Capital Raise. SP Angel has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever is accepted
by SP Angel for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information. The
responsibilities of SP Angel as the Company's Nominated Adviser under the
Market Rules for Companies and the Market Rules for Nominated Advisers are
owed solely to London Stock Exchange plc and are not owed to the Company or to
any director or shareholder of the Company or any other person, in respect of
its decision to acquire shares in the capital of the Company in reliance on
any part of this announcement, or otherwise.

 

Alternative Resource Capital, a trading name of Shard Capital Partners LLP,
("ARC") is authorised and regulated by the FCA in the United Kingdom. SP Angel
and ARC (the "Brokers") are acting solely as brokers and bookrunners
exclusively for the Company and no one else in connection with the Bookbuild
and the contents of this announcement and will not regard any other person
(whether or not a recipient of this announcement) as their client in relation
to the Bookbuild or the contents of this announcement nor will they be
responsible to anyone other than the Company for providing the protections
afforded to their clients or for providing advice in relation to the contents
of this announcement. Apart from the responsibilities and liabilities, if any,
which may be imposed on the Brokers by FSMA or the regulatory regime
established thereunder, the Brokers accepts no responsibility whatsoever, and
makes no representation or warranty, express or implied, for the Bookbuild or
the contents of this announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this announcement, whether as to the past or the
future. The Brokers accordingly disclaim all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above),
which they might otherwise have in respect of the contents of this
announcement or any such statement.

 

 

 

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