PrimaryBid Offer

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BEOWULF MINING PLC.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, THE REPUBLIC OF BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, SINGAPORE, SWITZERLAND AND THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

DETTA PRESSMEDDELANDE ÄR AVSETT FÖR INVESTERARE I STORBRITANNIEN OCH HAR DÄRFÖR INTE ÖVERSATTS TILL SVENSKA.

9 February 2023

Beowulf Mining plc

(“Beowulf” or the “Company”)

PrimaryBid Offer

• Beowulf announces the launch of a retail offer of up to 104,000,000 new Ordinary Shares via PrimaryBid;
• The Issue Price for the Ordinary Shares is 2.06p per Ordinary Share, representing a discount of approximately 31.3 per cent. to the closing mid-price of the Ordinary Shares on 8 February 2023;
• Investors can access the PrimaryBid Offer by visiting www.primarybid.com and downloading the PrimaryBid mobile app;
• Investors may also be able to take part through PrimaryBid’s extensive network of retail brokers, wealth managers and investment platforms. Subscriptions through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);
• There is a minimum subscription of £250 per investor in the PrimaryBid Offer;
• No commission is charged by PrimaryBid on applications to the PrimaryBid Offer.
• The PrimaryBid Offer will close at 4 p.m. on 23 February 2023.

PrimaryBid Offer

Beowulf (AIM: BEM), the mineral exploration and development company, is pleased to announce, the launch of a conditional offer for subscription via PrimaryBid (the “PrimaryBid Offer”) of up to 104,000,000 new Ordinary Shares of 1 pence each in the Company (“Ordinary Shares”) at an issue price of 2.06 pence per new Ordinary Share (the “Issue Price”), being a discount of approximately 31.3 per cent. to the closing mid-price of the Ordinary Shares on 8 February 2023. The Company announced its intention to launch the PrimaryBid Offer on 25 January 2023. The PrimaryBid Offer is for a maximum of approximately £2.1 million before the deduction of transaction related costs.

The Company is also conducting a preferential rights issue of up to 316,681,938 Swedish Depository Receipts ("SDRs"). The SDRs represent interests in the Ordinary Shares and the preferential rights issue of SDRs will amount to approximately SEK 85.5 million (approximately £6.8 million) before deduction for transaction related costs (the "Rights Issue"). In addition, members of the Board and executive management have agreed to subscribe for a total of 8,800,481 new Ordinary Shares, equivalent of approximately £181,000 (the "Additional Subscription", together with the PrimaryBid Offer and the Rights Issue, the “Capital Raise”).

The new SDRs will be offered at a price of SEK 0.27 per SDR.   As previously announced on 25 January 2023, the offer price for the SDRs and the Issue Price of 2.06 pence under the PrimaryBid Offer represent a discount of approximately 46 per cent. to the average daily weighted average price for the SDRs and the Ordinary Shares during a trading period of 15 business days ending on and including 24 January 2023. The Rights Issue will be open to Swedish investors at the same time as the opening of the subscription period for the PrimaryBid Offer. The Rights Issue will close at the same time as the PrimaryBid Offer, although the PrimaryBid Offer may close early if it is oversubscribed.

The Capital Raise is conditional on the shares to be issued pursuant to the Capital Raise being admitted to trading at or before 8.00 a.m. on 22 March 2023 ("Admission").  The PrimaryBid Offer will not be completed without the Rights Issue also being completed.

The Company will use the funds raised in the PrimaryBid Offer across Beowulf’s projects and workstreams to further advance the Company’s position and add value to the asset portfolio.

Reason for the PrimaryBid Offer

The Company values its UK retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. Investors may also be able to subscribe to the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their retail broker, wealth manager or investment platform. PrimaryBid does not charge investors any commission for these services.

Brokers wishing to offer their customers access to the Retail Offer, and future PrimaryBid transactions, should contact [email protected].

The PrimaryBid Offer, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close at 4 p.m. on 23 February 2023. The PrimaryBid Offer may close early if it is oversubscribed. The result of the PrimaryBid Offer will be announced in due course.

Existing shareholders in the Company are likely to be given preferential allocation. The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an application for new Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at [email protected]. 

The new Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Beowulf Mining plcKurt Budge, Chief Executive Officer	+44 (0) 20 7583 8304
PrimaryBid LimitedFahim Chowdhury / James Deal	[email protected]
SP Angel Corporate Finance LLP, Nominated AdvisorEwan Leggat / Stuart Gledhill / Adam Cowl	+44 (0) 20 3470 0470
BlytheRayTim Blythe / Megan Ray	+44 (0) 20 7138 3204

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate through the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available through the PrimaryBid.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus in the UK allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus in the UK pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into Australia, the Republic of Belarus, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, the Russian Federation, Singapore, Switzerland and the United States or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other retail investors subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for new Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid mobile app before making a decision to subscribe for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt. 

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of Belarus, Canada, Hong Kong, Japan, New Zealand, the Republic of South Africa, the Russian Federation, Singapore, Switzerland and the United States or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.