Nidhogg Resources Holding secures the utilization of TO6 warrants at 100% with a conditional agreement; entered into a Letter of Intent regarding the acquisition of 85.18% of the shares in Holmasjön

Nidhogg Resources Holding AB (publ) ("The Company" or "Nidhogg") has agreed to secure the utilization of series TO6 warrants ("TO6") with an exercise period from October 14 to October 25, 2024. Nidhogg has received a guaranteed commitment from Crafoord Capital Partners AB (“Guarantor”), an external investor, corresponding to 100 percent of the capital that the Company can obtain through the exercise of TO6. For the guaranteed commitment, compensation is paid in the amount of 10 percent of the guaranteed amount in cash compensation. The guaranteed commitment is not secured through a bank guarantee, escrow funds, pledge, or similar arrangements.

The guaranteed commitment is conditional on the Company signing an agreement by September 30, 2024, for the acquisition of approximately 85.18 percent of the shares in Holmasjön Prospektering AB ("Holmasjön") from BrandBee Holding AB ("BrandBee") for a preliminary purchase price of 32.5 MSEK. If the conditions for the guaranteed commitment are met, the Company will receive approximately 6.4 MSEK before issuance costs (based on a subscription price of 0.035 SEK/share).

The funds will be used for the Company's operations for the next 12 months to achieve 'going concern' until a positive cash flow from ongoing operations can be achieved.

The Company has also entered into a non-binding Letter of Intent with BrandBee regarding the acquisition of approximately 85.18 percent of the shares ("The Shares") in Holmasjön and the acquisition of BrandBee's claim on Holmasjön of approximately 1.8 MSEK ("The Claim") ("The Transaction"). The transaction is intended to be carried out for a total purchase price of approximately 32.5 MSEK ("The Purchase Price"). The purchase price is intended to be paid in full through by the issuance of a promissory note for the corresponding amount which is immediately thereafter, through a decision by Nidhogg's board of directors to issue new shares, supported by authorization from the extraordinary general meeting on 2024-05-31, offset against newly issued shares in Nidhogg, at a subscription price equivalent to the volume-weighted average price of Nidhogg's shares on the Spotlight Stock Market during the thirty trading days immediately preceding the signing of the share transfer agreement, but not less than 0.035 SEK/share.

If the conditions for the guaranteed commitment are met and utilized, it will be conducted through a directed share issue to the Guarantor after the utilization period has ended. The subscription price in the directed share issue will correspond to the subscription price in TO6.

The purpose of the potential directed share issue and the reasons for deviating from the shareholders' pre-emptive rights are to fulfill the Company's contractual obligations to the Guarantor. The Board considers it beneficial for the Company's financial position and in the shareholders' interest for the TO6 series warrants to be utilized within the framework of the guaranteed commitment.

Additionally, the directed share issue enables the Company to secure financing for its operations over the next 12 months in a swift and cost-effective manner to achieve 'going concern' until a positive cash flow from ongoing operations can be attained.

The Board has carefully considered the possibility of conducting a rights issue of shares but has concluded that the additional cost and timeframe for such a transaction would be disproportionately large. Furthermore, there is no guarantee that a rights issue would be sufficiently subscribed to meet the capital requirement. The Board will only decide on the directed share issue if the guaranteed commitment is utilized, meaning that the need for the directed share issue is influenced by the warrant holders' utilization of TO6.

Considering the above, the Company has assessed that the directed share issue is the most advantageous option for the Company and in the best interest of its shareholders.

With the potential acquisition of The Shares and The Claim, Nidhogg will gain an additional seven (7) exploration permits totaling 505 hectares, as well as a tailings pile that the Swedish Geological Survey (SGU) has tested and identified copper (2%), iron (16%), gold (0.65 ppm), lanthanum (1240 ppm), cerium (1540 ppm), neodymium (570 ppm), molybdenum (309 ppm), and cobalt (171 ppm).

A landowner agreement exists that includes refining and sales rights of minerals/metals from the tailings pile valid until 2028 with a possible extension.

Provided the transaction is completed, the Company expects to initially generate 54 MSEK by processing up to 11,000 metric tons ("mt") over a three-month period of an estimated total tonnage of 105,000 mt. To realize this, an additional five (5) to six (6) MSEK will be required before costs are deducted, which Nidhogg intends to obtain through loan financing during the third quarter of 2024.

The work carried out so far in Holmasjön's exploration permits includes seven (7) drill holes and geophysical surveys based on IP (Induced Polarization), magnetic, and VLF (Very Low Frequency) measurements that show high anomalies and levels of iron, copper, cobalt, REE, lead, and zinc in addition to areas with historical mining.

The Company's next steps include further evaluation of the beneficiation technique described in the press release from July 19, 2024, and assuming the transaction is completed, an application for environmentally hazardous activities to Norberg's municipality to begin processing the tailings pile. In parallel, the Company is negotiating with machine and transport companies to be ready when permits are granted.

The Transaction is conditional on Nidhogg's due diligence and the parties agreeing to sign a share transfer agreement. The signing of the share transfer agreement is planned for the end of September 2024.

"It is very gratifying that we can secure financing to be able to distill some of the values that Nidhogg possesses over the next twelve months. We continuously evaluate projects as part of our incubator strategy and look for synergies, including this transaction, where we bring capital to the Company while acquiring a significant stake in a company that has existing rights to refine and sell minerals and metals from a tailings pile that can generate income within the next 9 to 12 months with high levels of copper and iron as well as gold and rare earth metals," says Niclas Biörnstad, CEO of Nidhogg Resources Holding AB (publ).

According to the rules for communication about related-party transactions, Ulrich Andersson (Chairman of the Board in Nidhogg) owns 5.24% of all shares in Holmasjön Prospektering AB through companies and the Transaction might require an extraordinary board meeting in Nidhogg for approval. The Guarantor owns 4.9% of the shares in Brandbee.

This information is insider information that Nidhogg Resources Holding AB (publ) is required to disclose under the EU Market Abuse Regulation. The information was provided through the contact person below for publication on July 31, 2024, at 08:55.

Contact:

Ulrich Andersson, Chairman of the Board, Nidhogg Resources Holding AB (publ)

Email: [email protected]

Phone: +46 70 376 0515

Or

Niclas Biörnstad, CEO, Nidhogg Resources Holding AB (publ)

Email: [email protected]

Nidhogg Resources Holding AB (publ), www.nidhoggresources.se, is a Swedish public limited company focused on raw minerals. Nidhogg was founded by individuals with a total of over 60 years of experience in the raw minerals market, with backgrounds ranging from exploration to exploitation, sales, and a passion for extracting raw minerals by applying innovative technology together with existing infrastructure.