Beowulf announces outcome of Capital Raise
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BEOWULF MINING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF BEOWULF MINING PLC.
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.
3 April 2024
Beowulf Mining plc
("Beowulf" or the "Company")
Beowulf announces outcome of Capital Raise
Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, hereby announces the outcome of the Company's rights issue of Swedish Depository Receipts (the "Rights Issue"), the PrimaryBid retail offer (the "PrimaryBid Offer") and a placing to certain UK investors including members of the Board and executive management (the "Placing" and, together with the PrimaryBid Offer, the "UK Issue", and together with the Rights Issue, the "Capital Raise"), which ended on 28 March 2024.
The Rights Issue was subscribed with total subscription requests of approximately SEK 42.0 million (approximately £3.2 million). As a result, underwriting commitments of approximately SEK 8.0 million will be activated.
A total of 625,000,000 New SDRs will be issued through the Rights Issue and Beowulf will receive SEK 50.0 million (approximately £3.8 million) (gross). Settlement notes connected to the Rights Issue are expected to be sent out today, 3 April 2024.
The PrimaryBid Offer raised gross proceeds of approximately £0.29 million. In addition to the PrimaryBid Offer, the Company received demand totalling £0.19 million to be satisfied via the Placing giving an aggregate raise under the UK Issue of £0.48 million (approximately SEK 6.3 million).
In total, Beowulf will receive approximately SEK 56.3 million (approximately £4.3 million) (gross) from the Capital Raise.
Background
The main purpose of the Capital Raise is to finance the continued development of the Kallak Iron Ore Project (“Kallak”) and the Graphite Anode Materials Plant (“GAMP”), advancing the Pre-feasibility Studies (“PFSs”) and Environmental Impact Assessments (“EIAs”) for both. Net proceeds from the Capital Raise will also be used to repay the SEK 10 million bridge loan financing, fund the advancement of Vardar Minerals and for general corporate and working capital purposes. The Company will continue to explore funding opportunities at both asset and corporate levels.
Ed Bowie, Chief Executive Officer of Beowulf, commented:
"Concluding the Capital Raise enables Beowulf to continue to advance both Kallak and the GAMP. We have multiple workstreams building towards the completion of the PFS and EIA processes, critical milestones in underpinning the value, unlocking the optionality, and advancing the permitting at each asset.
“We will continue to explore opportunities to attract strategic partners and investors, both at the corporate level, but also the asset level, to support our ongoing development.
“I would like to thank existing and new shareholders for their support.”
Subscription and allotment in the Rights Issue
The Rights Issue ended on 28 March 2024 and was subscribed to a total of approximately SEK 42.0 million (approximately £3.2 million). As a result, underwriting commitments of approximately SEK 8.0 million will be activated.
A total of 625,000,000 New SDRs will be issued and Beowulf will therefore receive SEK 50.0 million (approximately £3.8 million) (gross) as part of the Capital Raise.
504,689,184 New SDRs, corresponding to approximately SEK 40.4 million (approximately £3.1 million) and 80.8 per cent of the Rights Issue, were subscribed for with the support of subscription rights. 20,772,741 New SDRs, corresponding to approximately SEK 1.6 million (approximately £0.13 million) and 3.3 per cent of the Rights Issue, were subscribed for without support of subscription rights.
Allotment of New SDRs has been decided upon by the Board of Directors in accordance with the principles stated in the Company's prospectus dated 14 March 2024 ("Prospectus"). Settlement notes are expected to be sent out today, 3 April 2024.
Subscription and allotment in the UK Issue
The PrimaryBid Offer ended on 28 March 2024 and was subscribed to a total of approximately £0.29 million. In addition to the PrimaryBid Offer, the Company received additional demand totalling £0.19 million to be satisfied via the Placing and certain Board and Senior Management subscriptions, giving an aggregate raise under the UK Issue of £0.48 million.
A total of 78,558,588 New Ordinary Shares will be issued and Beowulf will therefore receive approximately £0.48 million (gross) as part of the Capital Raise. 32,788,002 New Ordinary Shares, corresponding to approximately £0.20 million and 41.7 per cent of the UK Issue, were subscribed for by existing retail investors.
Allotment of New Ordinary Shares has been decided upon by the Board of Directors in accordance with the principles stated in the Company's announcement dated 4 March 2024 https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w.
Board and Senior Management Participation
Further to the announcement dated 20 March 2024, the Board and Senior Management of Beowulf subscribed for SEK 3.03 million or £232,000, which includes an increase from the previously announced subscription, as follows:
| Subscriptions for SDRs | SEK | £ | Expected number of new SDRs | Expected interest upon Admission | |||
| Johan Rostin1, 2 | Non-Executive Chairman | 672,689 | 51,437 | 8,408,614 | 10,327,382 | ||
| Mikael Schauman | Non-Executive Director | 250,000 | 19,116 | 3,125,000 | 3,125,000 | ||
| Rasmus Blomqvist1 | Managing Director, Grafintec | 837,573 | 64,045 | 10,469,662 | 19,776,033 | ||
| Subscriptions for Ordinary shares | SEK | £ | Expected number of new Ordinary Shares | Expected interest upon Admission | |||
| Ed Bowie | Chief Executive Officer | 915,453 | 70,000 | 11,475,409 | 11,475,409 | ||
| Chris Davies1 | Non-Executive Director | 91,545 | 7,000 | 1,147,540 | 1,333,427 | ||
| Ismet Krasniqi | Non-Executive Director, Vardar Minerals | 261,558 | 20,000 | 3,278,688 | 3,278,688 | ||
| Total | 3,028,819 | 231,598 | |||||
Notes: 1 indicate existing shareholders so will subscribe with existing subscription or preferential rights
2 increase in previously announced subscription of 6,250,000 New SDRs
Related Party Transaction
The subscriptions from Ed Bowie (Chief Executive Officer), Chris Davies (Independent Non-Executive Director), Johan Rostin (Non-Executive Chairman), Mikael Schauman (Independent Non-Executive Director), Rasmus Blomqvist (Managing Director, Grafintec) and Ismet Krasniqi (Non-Executive Director, Vardar Minerals) are considered related-party transactions for the purposes of Rule 13 of the AIM Rules. The Company's Nominated Adviser, SP Angel Corporate Finance LLP, considers the terms of the Board and Senior Management subscription, including the increased subscription from Johan Rostin, to be fair and reasonable insofar as Beowulf's shareholders are concerned.
Total Voting Rights
Application will be made for admission of the new Ordinary Shares to be admitted to trading on AIM on or around 15 April 2024. The new Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares. Following Admission, the total number of Ordinary Shares in the Company in issue will be 1,860,746,051. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.
Expected Timetable of Principal Events
Each of the times and dates in the tables below is indicative only and may be subject to change. References to times in this timetable and in the rest of this announcement are to London time unless otherwise stated.
| Summarised indicative timetable for the Rights Issue | ||
| Last day of trading in the Paid Subscribed SDRs | on or around 12 April | |
| Record date for conversion of the Paid Subscribed SDRs into New SDRs | on or around 16 April | |
| Swedish Admission and commencement of dealings in the New SDRs | on or around 17 April |
| Summarised indicative timetable for the UK Issue | ||
| AIM Admission and commencement of dealings in the New Ordinary Shares | 8.00 a.m. (BST) on 15 April | |
| New Ordinary Shares credited to CREST stock accounts (uncertificated Shareholders only) | after 8.00 a.m. (BST) on 15 April | |
| Posting of certificates for the New Ordinary Shares (certificated Shareholders only) | on or around 29 April |
Exchange rate
This announcement contains certain translations of pounds sterling into amounts in SEK for convenience of the reader based on the exchange rate of £1.00 = SEK 13.0779, being the relevant exchange rate on 1 March 2024. These exchange rates were obtained from the homepage of the Central Bank of Sweden.
Definitions
Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Company's announcement dated 4 March 2024 (https://polaris.brighterir.com/public/beowulf_mining_plc/news/rns/story/x81m25w).
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive Officer [email protected]
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.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Johan Rostin | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chairman | ||||
| b) | Initial notification /Amendment | Amendment to notification of 20 March 2024 | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Beowulf Mining Plc | ||||
| b) | LEI | 213800MV3XGAOASPT433 | ||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the financial instrument, type of instrument | ordinary shares of 0.1p each | ||||
| Identification code | GB0033163287 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
|
||||
| d) | Aggregated information | |||||
| - Aggregated volume | Not Applicable | |||||
| - Price | ||||||
| e) | Date of the transaction | 2 April 2024 | ||||
| f) | Place of the transaction | London Stock Exchange / Spotlight | ||||