Posting of Annual Report and Notice of Annual General Meeting
20 May 2024
Beowulf Mining plc
("Beowulf" or the "Company")
Posting of Annual Report and Notice of Annual General Meeting
Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, announces that the Company's annual report and accounts for the year ended 31 December 2023 ("2023 Annual Report") and notice of the Company's 2024 Annual General Meeting ("Notice of AGM") have been sent to shareholders and are now available to view on the Company's website at https://beowulfmining.com/agm-2024/.
The Annual General Meeting ("AGM") of the Company will be held at 9:00 a.m. (UK) (10:00 CET) on Friday, 14 June 2024 at the 4 More London Riverside, London, SE1 2AU, United Kingdom.
The Company encourages shareholders to submit their voting instructions in advance by proxy whether or not they intend to attend. The "Notes" section of the Notice of AGM provides details on how to vote for Shareholders and holders of Swedish Depository Receipt.
If any shareholder has a question they would like to pose to the Board, this should be submitted to the Chairman via the Company Secretary at: [email protected] by 9:00 a.m. (BST) on 7 June 2024 at the latest.
Share Consolidation
Included within the Resolutions is a proposed Share Consolidation. The Directors are of the view that it would benefit the Company and Shareholders to reduce the number of Existing Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Existing Shares on the basis of 1 New Share of £0.05 (5 pence) for every 50 Existing Shares of £0.001 (0.1 of a penny) each.
The expected timetable of principal events relating to the Share Consolidation is set out below:
| Circular posted to Shareholders | 20 May 2024 |
| Latest time and date for receipt of Forms of Proxy | 9:00 a.m. on 12 June 2024 |
| General Meeting | 9:00 a.m. on 14 June 2024 |
| Record Date for the Share Consolidation | 6:00 p.m. on 14 June 2024 |
| Expected date on which the New Shares will be admitted to trading on AIM | 8:00 a.m. on 17 June 2024 |
| Expected date on which CREST accounts credited with New Shares | 17 June 2024 |
| Expected date by which definitive new share certificates are expected to be despatched | within 10 Business Days of Admission |
To effect the consolidation, it will be necessary to issue such minimum number of additional Existing Shares so that the aggregate nominal value of the ordinary share capital of the Company is exactly divisible by 50. It is therefore proposed that in order to facilitate the consolidation, 21 new Existing Shares will be issued to SP Angel Corporate Finance LLP (the Company's joint broker) so that, immediately prior to the consolidation, the Company's issued share capital will be exactly divisible by 50. The 21 new Existing Shares will be issued at market value immediately following the AGM (assuming that resolution 9 (as set out in the Notice of AGM and being the resolution to approve the Share Consolidation) is passed at the AGM) and sold to the market along with the aggregation of any fractional entitlements at the best price reasonably obtainable for the benefit of the Company. Following the consolidation (assuming the issue of the 21 new Existing Shares), the Company's issued share capital will comprise 38,844,790 New Shares.
The Directors consider that a consolidation of the Existing Shares provides greater flexibility for the Company when issuing new equity and should help to minimise dilution to Shareholders. In particular, Swedish Depositary Receipts (“SDR”) in Sweden can only be issued in multiples of SEK 0.01, with the Company's last capital raise completed at a price of SEK 0.08 per SDR. A decrease in the issue price by SEK 0.01 (for example to SEK 0.07), rather than an amount less than SEK 0.01, represents a significant percentage decrease in price and increase in dilution. Following completion of the proposed share consolidation, the impact of a SEK 0.01 change in issue price would have a much lower impact on this potential dilution.
Further details on the Share Consolidation can be found in the Notice of AGM.
Total Voting Rights
Application will be made for admission of the 21 new Existing Shares to be admitted to trading on AIM on or around 24 May 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 1,942,239,500. 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.
Defined terms used in this announcement carry the same meanings as those ascribed to them in the Notice of AGM, unless the context requires otherwise.
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive Officer [email protected]
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.