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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
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SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
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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.
14 March
2024
Beowulf Mining plc
("Beowulf" or the
"Company")
Subscription period in
Beowulf's Rights Issue of Swedish Depository Receipts begins
today
Beowulf (AIM: BEM; Spotlight: BEO), is pleased
to announce that further to the announcements of 16 February 2024,
4 March 2024 and 12 March 2024, the subscription period for the
preferential rights issue of up to 1,035,553,623 Swedish Depository
Receipts ("SDRs") (the "Rights Issue") begins today, 14 March 2024.
The subscription period runs until 28 March 2024 (1.00 p.m. Swedish
time). The Rights Issue amounts up to approximately SEK 82.8
million (gross) at a subscription price of SEK 0.08 per new SDR.
The Prospectus and English information folder connected to the
Rights Issue are available at Beowulf's website
(https://beowulfmining.com), Aqurat's website (https://aqurat.se)
and Evli Plc's webpage (www.evli.com).
Background:
Beowulf is conducting a capital raise
comprising the Rights Issue , a PrimaryBid retail offer in the UK
of up to 266,282,272 new ordinary shares of 0.1 pence each in the
capital of the Company ("New Ordinary Shares") and potentially also
including an institutional placing and direct subscriptions with
the Company in the UK (the "UK Issue"). The new SDRs ("New 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 UK Issue, if fully subscribed, will
amount to a maximum of approximately SEK 21.2 million
(approximately £1.6 million) before deduction for transaction
related costs. The aggregate amount to be raised under the Rights
Issue and the UK Issue (together, the "Capital Raise") is up to
approximately SEK 104.1 million (approximately £8.0
million).
Summary of the
Rights Issue
· Subscription
period: 14 March 2024 - 28 March 2024 (ends at 1:00 p.m. Stockholm
time).
· Subscription
price: SEK 0.08 per New SDR. No brokerage fee will be
charged.
· Issue
amount: The Rights Issue will comprise a maximum of 1,035,553,623
New SDRs. The proceeds of the Rights Issue will be up to
approximately SEK 82.8 million (gross). The number of SDRs in issue
as at the date of this announcement amounts to
920,492,110.
·
Preferential rights: Qualifying SDR Holders will have
preferential rights to subscribe for New SDRs in relation to their
existing holdings of SDRs. Qualifying SDR Holders will receive
Swedish Subscription Rights on the basis of one Swedish
Subscription Right for each SDR held on the Rights Issue Record
Date of 8 March 2024. Holders of Swedish Subscription Rights will
be entitled to subscribe for nine (9) New SDRs for every eight (8)
Swedish Subscription Rights held. The last day of trading in SDRs
with preferential rights will be 6 March 2024. The first day of
trading in SDRs without preferential rights will be 7 March 2024.
Trading in Swedish Subscription Rights will take place on Spotlight
from 14 March 2024 until 25 March 2024.
·
Underwriting commitments: Beowulf has received underwriting
commitments from Nordic investors of SEK 50 million (approximately
60 per cent) of the Rights Issue.
· Paid
Subscribed SDRs: Trading in Paid Subscribed SDRs will take place on
Spotlight from 14 March 2024 until the New SDRs can be registered
in the VPC system.
· In the
event that the Rights Issue is not fully subscribed, the board
reserves the right to allocate offered underlying ordinary shares
that have not been subscribed in Sweden to the UK Issue, in case
the UK Issue is oversubscribed. The total number of shares offered
and or subscribed in connection with the Rights Issue and the UK
Issue will amount to a maximum of 1,301,835,895 ordinary
shares.
Instructions to SDR holders who have received Swedish
subscription rights in Beowulf:
You can have your SDRs in Beowulf
registered in two ways:
1. In a securities
custody account with a bank or other nominee (for example, Avanza
or Nordnet), in an investment savings account (Sw.
Investeringssparkonto) or endowment account (Sw.
Kapitalförsäkring). Your SDRs are thereby nominee
registered.
2. In a VP-account
(direct registered holding).
If
your SDRs are nominee registered, option 1 above.
Usually, you just need to log in to
your depository to get instructions on how to subscribe. If you
cannot find these instructions, please contact your nominee and
they will help you. Please note that in the case of subscription
rights being exercised via a bank or a nominee, it is recommended
to do so early in the subscription period as banks and nominees may
have different deadlines for the subscription deadline.
If
your SDRs are directly registered, option 2
above.
a. Issue statement (pre-printed payment
slip),
You have received a pre-printed
issue account statement which shows the number of Swedish
subscription rights received and the number of new SDRs that can be
subscribed for. In case you want to use all Swedish subscription
rights received, please manage cash payment in accordance with the
payment account statement.
b. Subscription form with the support of
subscription rights
Subscription form with the support
of subscription rights
In the event that a different number
of subscription rights than what is stated in the pre-printed issue
report from Euroclear is used for subscription, the special
subscription form must be used. Registration for subscription by
payment must take place in accordance with the instructions stated
on the special subscription form. The pre-printed payment slip from
Euroclear must therefore not be used. A special subscription form
can be ordered from Aqurat by phone or e-mail.
The special subscription form must
be at Aqurat's disposal no later than 28 March 2024 at 1.00 pm
(Swedish time). Any application form that is sent by post should
therefore be sent in good time before the last day of subscription.
Only one entry form per person or legal entity will be considered.
In the event that more than one registration form is submitted,
only the last one received will be considered. Incomplete or
incorrectly completed special subscription forms may be
disregarded. The application is binding.
Completed special subscription form
is sent or delivered to:
Aqurat Fondkommission AB
Ärende: Beowulf Mining
Box 7461
103 92 Stockholm
Tfn: 08-684 05 800
Fax: 08-684 05 801
Email: info@aqurat.se (scanned
registration form)
Please
note: Swedish subscription rights must be
exercised no later than 28 March 2024 (1.00 p.m. Swedish time) or
sold no later than 25 March 2023, in order not to become void or
lose their value.
Further information on how to subscribe in the
Rights Issue can be found in the Prospectus and the English
information folder available at Beowulf's website
(https://beowulfmining.com), Evli Plc's webpage (https://evli.com)
and Aqurat Fondkommison's website (www.aqurat.se).
Link to
relating press releases:
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w63zplw
(16 February 2024)
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w
(4 March 2024)
https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/w3pp92x
(12 March 2024)
Advisers
In relation to the Rights Issue, the Company
has engaged Evli Plc as Swedish financial adviser, Bird & Bird
Advokat KB as Swedish legal advisor and Aqurat Fondkommission AB as
Swedish issuing agent.
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.