REG - GreenRoc Strategic - EUR 5m Secured Loan Facility

GreenRoc Strategic MaterialsAnnouncement

22/10/2025 07:00

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RNS Number : 2965E  GreenRoc Strategic Materials Plc  22 October 2025

GreenRoc Strategic Materials Plc / EPIC: GROC / Market: AIM / Sector: Mining

 

22 October 2025

GreenRoc Strategic Materials Plc

("GreenRoc" or the "Company")

 

GreenRoc secures EUR 5m Loan Facility with Danish Export and Investment Fund

 

GreenRoc Strategic Materials Plc (AIM: GROC), a company focused on the
development of critical mineral projects in Greenland, is pleased to announce
that it has signed a binding secured loan facility for EUR 5.2 million from
the Export and Investment Fund of Denmark ("EIFO"), to be used for the
financing of the Company's work programmes both at the Amitsoq Graphite Mine
in south Greenland and in relation to the establishment of a fully operational
European pilot plant for the production of active anode material from Amitsoq
graphite.

 

Highlights

 

·      Loan facility granted by EIFO of up to EUR 5.2m to fund the work
programmes at the Amitsoq mine ("Amitsoq Mine" or "Mine") and active anode
material ("AAM") pilot plant ("AAM Pilot Plant"), collectively the "Amitsoq
Project" or "Amitsoq".

 

·      The Agreement is regarded by the GreenRoc Board as a major vote
of confidence in the future of the Amitsoq Project and an endorsement of
Amitsoq's position as one of Europe's foremost critical mineral projects.

 

·      The Company anticipates that, if fully drawn down, the loan will
enable GreenRoc to make significant advances in the development of both the
Mine and the AAM Pilot Plant:

 

·      being able to fund the completion of Phase 3 infill and
geotechnical drilling will enable the Company to proceed the Mine to the
PFS/DFS stage; and

 

·      financing the construction of a fully operational pilot plant
will enable GreenRoc to produce spherical graphite so that end users may carry
out their own quality and certification tests for an offtake decision.

 

·      The loan facility may be drawn down during the first two years of
the term at GreenRoc's sole election, and has a maturity of 5 years or, if
sooner, on the date of commissioning by GreenRoc of a commercial AAM plant
("Commercial Plant").

 

·      The five-year maturity provides a significant runway for GreenRoc
to deploy the funding and build up value in the Company and its share price
prior to maturity.

 

·      On maturity, or sooner if GreenRoc raises £15m or more over 18
months from other sources of debt or equity capital, or a defined exit event
occurs for GreenRoc, EIFO may elect either to be repaid in cash or to convert
the loan into ordinary shares in the Company ("Ordinary Shares"), with
conversion at an effective 20% discount to the Ordinary Shares'  market price
at that date.

 

·      Key protections have been agreed to reduce the dilutive impact to
the Company of any conversion, notably:

 

·      the inclusion of a valuation floor for the purpose of conversion
- if GreenRoc's market capitalisation is less than £30m on conversion, it
will be treated for the purposes of conversion as if it has a market
capitalisation of £30m;

 

·      EIFO may not, as a result of conversion of the loan, hold more
than 10% of the issued share capital of GreenRoc, with any balance being
repaid in cash or otherwise by conversion into shares in GreenRoc's
graphite-related subsidiaries, subject to an independent valuation; and

 

·      if EIFO elects to convert the loan into Ordinary Shares, the
Company may instead elect to repay the loan in cash and to issue share options
to EIFO in an aggregate value corresponding to 20% of the amount repaid in
cash.

 

Webinar on Amitsoq Project

The Company will host a webinar to discuss this news and provide more general
updates about the Amitsoq project and the business as a whole. The webinar
will be hosted live via our website on Friday 24 October at 10am (UK time),
and we invite both existing and prospective investors to submit their
questions in advance.

Sign up for the webinar and submit your questions for the management team
here: https://greenrocplc.com/webinars/pegqBP-investor-update

 

 

Details

The Loan Agreement

Following the Letter of Interest from EIFO which was announced on 15 January
2025, EIFO and GreenRoc have now entered into a binding loan facility
agreement to provide funding for the Amitsoq Project of up to EUR 5.2 million.

 

The loan facility may be drawn down in the first two years with a maximum of
four drawdowns per year. The interest rate on drawn down funds is 10% per
annum, being the EU Reference Rate for such agreements. Simple interest
accrues on a semi-annual basis and is added to the principal to be paid on
maturity. In addition, a commitment fee of 2.5% applies on any undrawn amounts
for the two-year loan facility period. Subject to certain terms and
conditions, on maturity the loan is either repayable in cash or convertible
into Ordinary Shares.

 

The loan facility is split into a facility of EUR 3.3m to be utilised for the
development of the AAM Pilot Plant and EUR 1.9m for the Amitsoq Mine. Up to
EUR 0.5m can be reallocated from one of these facilities to the other, upon
request by the Company.

 

The loan funds may be utilised for specified work programmes, including:

 

·      at the Amitsoq Mine, Phase 3 drilling for JORC Resource category
upgrade and geotechnical data acquisition; and

 

·      for the AAM Pilot Plant, the purchase, delivery, installation and
commissioning of graphite spheronisation mills and a purification plant, and
the production of the first AAM precursor products.

Loan Maturity

The Loan is to be fully repaid upon the earlier of (i) 5 years from first
drawdown and (ii) 6 months after commissioning of a Commercial Plant.

 

Loan Repayment and/or Conversion

Upon a "Trigger Event", repayment of the Loan and accrued interest can take
place either in cash or partly or wholly in Ordinary Shares, at EIFO's
discretion. A Trigger Event is either the maturity date, a "Qualified
Financing" or an "Exit" (see below). The Loan converts into Ordinary Shares at
a price equal to their market price at that time, less a 20% discount, subject
to a valuation floor of £30m, and a valuation ceiling of £140m.

 

A "Qualified Financing" means any capital raising by GreenRoc by way of debt
or equity related instruments from one or more bona fide third parties or a
combination thereof, in an aggregate amount of more than £15m measured on an
18-month rolling basis (not including the EIFO facility).

 

An "Exit" means either a specified change of ownership of GreenRoc, a disposal
or transfer of the Company's assets, the delisting of the Company without a
concurrent relisting, or the dissolution of the Company.

 

EIFO may only convert into a maximum of 10% of the issued share capital of
GreenRoc, with any remaining balance being settled in cash, unless GreenRoc is
unable to settle in cash, in which case the excess shall be converted into
shares in one or more of GreenRoc's Amitsoq subsidiaries (Greenland Graphite
A/S, GreenRoc Graphite Limited and Norgraph AS) at a price determined by an
independent valuation of the fair market value of the relevant subsidiaries.

 

If EIFO elects to convert the loan into Ordinary Shares, the Company has the
right to counter-elect to repay the loan plus accrued interest in cash and to
issue share options to EIFO, with a two year duration and a nominal exercise
price, in an aggregate value corresponding to 20% of the amount repaid in
cash, the combined effect of which would be to significantly reduce the
overall dilutive impact to GreenRoc of EIFO's proposed loan conversion.

 

Other Terms

The loan facility agreement contains other standard terms customary for
agreements of this type. These include the following:

 

Mandatory prepayments

EIFO may require prepayment of the Loan upon the occurrence of certain events,
including:

·      material changes to the ownership of GreenRoc without EIFO's
consent;

·      a transfer of any assets which are subject to the security
arrangements;

·      GreenRoc disposing of assets with a market value exceeding the
total loan drawn down;

·      specified personnel changes which result in GROC not being
adequately resourced for its then stage of development; and

·      in the event of an Exit, if the Fund decides not to convert the
Loan into Ordinary Shares.

Events of Default

Events of Default include a failure to pay, insolvency, the Amitsoq
exploration licence being cancelled, a breach of representations, warranties
or undertakings, an event occurs which has a material adverse effect on
GreenRoc or its subsidiaries, and a breach of environmental or social laws.

 

If an Event of Default occurs which is not or cannot be remedied and it has a
material adverse effect, EIFO can demand immediate repayment of the loan plus
certain break costs and, if within the first 2 years of the term, a make whole
fee, equal to the interest that would have been payable in respect of the
period between the termination of the loan and the end of the first two years
of the loan term.

 

Security

EIFO to have benefit of first-ranking pledges over shares of all three Amitsoq
sub-group subsidiaries (GreenRoc Graphite Ltd, Greenland Graphite A/S,
Norgraph AS).

 

Lock up period

EIFO may not dispose of any Ordinary Shares for a period of 2 years from
conversion.

 

 

GreenRoc's Chairman, George Frangeskides, commented:

"This financing agreement reached with EIFO is the most significant moment for
GreenRoc since the creation of the Company in late 2021. Access to this
funding will enable us to make a major leap forward in the development of both
the Amitsoq Mine and our downstream graphite processing capabilities.

 

"This funding also has one other key advantage for GreenRoc and its
shareholders, which is that in the ordinary course it will not be repayable
for a full five years, which gives us a substantial runway to utilise the
funds and build greater value in the Amitsoq Project and the Company's share
price before the funds become due for repayment.

 

"This agreement is the culmination of a great deal of thought and hard work by
the GreenRoc and EIFO teams to arrive at a financing package which makes sense
for both of us. I would like to thank the EIFO team for their unwavering
efforts in helping to make this financing a reality and for their confidence
in our ambition to position the Amitsoq Project as a cornerstone of Europe's
electric vehicle raw material supply chain."

 

GreenRoc's CEO, Stefan Bernstein, commented:

"We are delighted to have signed this loan agreement with EIFO. It will
provide us with vital funds to advance our graphite business with regard to
the Amitsoq Mine and the graphite Active Anode Materials plant. The funds will
finance some of the more costly parts of our work programme, such as acquiring
a pilot plant to process graphite flakes into spherical purified graphite, the
essential part of graphite anode material for Li Batteries, as well as having
our bulk sample from Amitsoq treated to extract graphite concentrate for use
at our pilot plant. I am eager to get on with all those activities over the
coming months.

 

"The loan facility from EIFO is a very welcome financing opportunity, provides
flexibility and a degree of certainty for the future. With the Project having
been reviewed by EIFO's financing team, which has seen literally hundreds of
mining projects over the years, I also regard the loan facility as a quality
stamp and a strong endorsement of the Amitsoq Project."

 

Peter Boeskov, CCO at EIFO, commented:

"EIFO is pleased to support GreenRoc as the company takes its next crucial
steps towards contributing to the supply of indispensable raw materials for
Europe's green transition and defence industry. The project aligns very
closely with EIFO's strategic ambitions to support viable and impactful
projects in Greenland, while also reinforcing business activities that
contribute to the security of supply of critical minerals in Europe, and to
wider geopolitical priorities. Developing mining projects requires capital and
if everything goes according to plan, EIFO is interested in continued support
of GreenRoc in collaboration with other financial partners and investors."

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). The Directors of the Company take
responsibility for the contents of this announcement.

 

 

*ENDS** 

 

For further information, please contact:

 

 Investor questions on this announcement         https://greenrocplc.com/s/f795de (https://greenrocplc.com/s/f795de)

 We encourage all investors to share questions

 on this announcement via our investor hub
 GreenRoc Strategic Materials Plc                info@greenrocplc.com (mailto:info@greenrocplc.com)

 Stefan Bernstein, CEO                           +44 20 3950 0724

 Cairn Financial Advisers LLP (Nomad)

 Sandy Jamieson / Louise O'Driscoll              +44 20 7213 0880

 Oberon (Broker)                                 +44 20 3179 5300

 Nick Lovering/Adam Pollock

 

 

 

About GreenRoc

GreenRoc Strategic Materials Plc is an AIM-quoted UK public company focused on
developing the Amitsoq Graphite Project in Greenland into a producing mine to
meet critical demand from Electric Vehicle ('EV') manufacturers in Europe and
North America for new, high grade and conflict-free sources of graphite.
Amitsoq is one of the highest-grade graphite deposits in the world with a
combined Measured, Indicated and Inferred JORC Resource of 23.05 million
tonnes (Mt) at an average grade of 20.41% graphite, sufficient to sustain
several decades of mining.

 

The plans for the Amitsoq Project include the construction of a facility to
further process the mined graphite into active anode material - an
indispensable component of Li-batteries - which plans have independently and
positively evaluated to prefeasibility study stage.

 

GreenRoc has entered into a partnership with the Norwegian battery
manufacturer Morrow Batteries to establish a regional supply chain. The
Amitsoq Project has been designated a Strategic Project by the EU and in March
2025 it was also ESG-certified by Digbee™, an independent platform which
provides sustainability assessments for the mining industry.

 

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