Vardar Minerals Limited (“Vardar”): Consolidation of Ownership and Operational Update

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014, as incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

4 March 2024

Beowulf Mining plc

("Beowulf" or the "Company")

Vardar Minerals Limited (“Vardar”): Consolidation of Ownership and Operational Update

Beowulf (AIM: BEM; Spotlight: BEO) is pleased to announce the planned consolidation of 100 per cent ownership of Vardar Minerals Limited (“Vardar”) from the currently held 61.1 per cent interest in an all-share transaction, and to provide an operational update.

Highlights

Consolidation of ownership:

• Beowulf has agreed terms with the minority shareholders of Vardar Minerals to acquire their shares and move to 100% ownership in an all-share transaction. The Company currently owns a 61.1 per cent interest in Vardar and will issue 52,326,761 Beowulf shares to the Vardar minority holders.
• The transaction remains conditional on the consolidation of 100 per cent ownership of the underlying Vardar subsidiaries and is expected to complete by 15 March 2024.
• The new Beowulf shares are subject to a 12-month lock-in agreement from the date of satisfaction of the conditions and will be issued at the same time as shares issued in connection with the proposed capital raise announced to the market on 16 February 2024 ("Capital Raise"), and not later than 30 April 2024.
• The consolidation of 100 per cent of Vardar will provide Beowulf with full control and flexibility to drive the development of Vardar including reviewing acquisition, divestment, joint venture and strategic investment opportunities.
• In connection with the transaction, Ismet Krasniqi, Vardar’s local partner in Kosovo, will join the Board of Vardar and continue to support the company’s development.

Operational update

• Vardar has submitted applications, and received confirmation of receipt on 22 February 2024, for new licences covering the original Mitrovica, Viti East and Viti North licence areas all of which expired on 27 January 2024 in accordance with their terms.
• Encouraging preliminary assay results have been received from Vardar’s sampling programmes on the Shala East licence with rock chip samples assaying up to 3.84 grammes per tonne (“g/t”) gold (“Au”), 117 g/t silver (“Ag”), 5.5% zinc (“Zn”) and 5.4% lead (“Pb”).
• Sampling of water springs on the Viti North licences has returned highly anomalous lithium (“Li”) and boron (“B”) results of 1,260 microgrammes per litre (“μg/l”) and 10,500 μg/l respectively from a single sample. Further sampling and exploration is planned.

Ed Bowie, Chief Executive Officer of Beowulf, commented:

“Consolidating the ownership of Vardar is a significant advancement for Beowulf, providing the Company with full operational control. We remain committed to advancing the exploration portfolio in Kosovo, and this transaction will enable us to align our technical aspirations with our financial resources, while at the same time providing greater flexibility to consider other opportunities for the business.

“We have adopted a conservative approach to our exploration strategy, completing further low-cost exploration and analysis to better refine targets before we embark on drilling campaigns. Our initial results have been encouraging and it is very pleasing that we have had confirmation of receipt of applications for new licences over the key Mitrovica and Viti areas. We will update the market in due course once the award of these licenses has been confirmed.

“It is a pleasure to have Ismet Krasniqi join the Board of Vardar. Ismet has been instrumental in lodging our recent licence applications and supporting our continued development in Kosovo. With his support, we will continue to advance the Vardar portfolio, but also review other opportunities across the Balkans.”

Consolidation of Ownership

Since its initial investment in Vardar in November 2018, Beowulf has invested a total of £3.34 million taking its ownership to 61.1 per cent. The two founders of Vardar, Luke Bryan and Adam Wooldridge, each hold a 13.6 per cent interest with the remaining 11.7 per cent being held by private individuals.

Vardar holds 100 per cent of two direct subsidiaries, Vardar Exploration Kosovo LLC (“VEK”) in Kosovo and Vardar Geoscience Ltd in the British Virgin Islands, which itself holds a 95 per cent interest in Vardar Geoscience Kosovo LLC (“VGK”) in Kosovo. The remaining 5 per cent interest in VGK is held by Ismet Krasniqi, Vardar’s local partner who is also a director of VGK.

The initial step in the proposed transaction is the consolidation of the ownership in VGK. Ismet Krasniqi, in consideration for his interest in VGK will receive new shares in Vardar representing approximately 5 per cent of the enlarged share capital of Vardar.

The second stage in the transaction is the consolidation of 100 per cent ownership of Vardar in an all-share transaction. The Company currently owns a 61.1 per cent interest in Vardar and will issue of 52,326,761 Beowulf shares, representing 4.3 per cent of the enlarged Beowulf share capital (excluding any shares issued pursuant to the Capital Raise), to the Vardar minority holders. The transaction remains conditional on the consolidation of 100 per cent ownership of VGK and is expected to complete by 15 March 2024. The new Beowulf shares are subject to a 12-month lock-in agreement from the date of satisfaction of the conditions and will be issued at the same time as shares issued in connection with the proposed Capital Raise, and not later than 30 April 2024.

On completion of the transaction, Luke Bryan and Adam Wooldridge will resign as directors of Vardar and its subsidiaries and Ismet Krasniqi will be appointed as a Director of Vardar.

The consolidation of 100 per cent ownership provides Beowulf with full strategic and operational control of Vardar. Vardar holds and has submitted new applications for a portfolio of exploration licences that are prospective for a range of precious and base metals as well as lithium. The Company is focused on advancing this portfolio, further testing a number of the high priority targets and reviewing strategic opportunities in the region.

Vardar Shareholder(post consolidation of VGK)	Number of new Beowulf shares to be issued
Luke Bryan	16,206,387
Adam Wooldridge	16,206,387
Ismet Krasniqi	6,190,080
Other	13,723,907
Total	52,326,761

Operational Update

The original Mitrovica, Viti North and Viti East licences expired on 24 January 2024 in accordance with their terms. Following dialogue with the Independent Commission for Mines and Minerals (“ICMM”) in Kosovo,

applications for new licences were submitted and formal conformation of receipt was provided by the ICMM on 22 February 2024. Exploration licence applications are reviewed by the ICMM in Kosovo and ultimately granted by the Board of ICMM. The Government disbanded the Board of ICMM in October 2023 thus the licence applications remain pending until the new Board is appointed. With the licence applications formally lodged with ICMM, no other party may apply for licences over the same area. The Company is confident that the licences will be granted by ICMM in due course and will update the market accordingly. As these applications are for new licences, they will be valid for an initial three-year period from the date of granting after which they may be extended twice, for two-year periods with a reduction in the land holding of 50 per cent on each occasion.

Following the 2023 field season, the Company has received initial assay results from the independent and certified laboratory, ALS Life Sciences, from a number of sampling programmes. In the Shala East prospect, systematic mapping and soil geochemical and rock-chip sampling was undertaken during the second half of 2023 focusing on three primary target areas. Target 1 in the north of the Shala East licence returned assay results including 3.21 g/t Au, 3.84 g/t Au and 73.8 g/t Ag over a 1km-by-1km area. Further south in Target 2, grab samples assayed up to 5.5% Zn and 5.4% Pb with anomalous silver grades. The southernmost Target 3 returned results including 117 g/t Ag. Further results are expected and will be incorporated with the Company’s soil geochemical results and mapping.

In the Viti North licence, water samples were collected from springs and assayed by ALS. One of the samples returned highly anomalous lithium grades of 1,260 μg/l and boron grades of 10,500 μg/l. The sample was collected from a spring located in the centre of the Viti North licence, an area that is believed to be a basinal margin structure with lacustrine sediments that have the potential to host lithium-boron mineralisation, which is the geological setting of Rio Tinto’s lithium-boron Jadar deposit in Serbia. Further spring water sampling will be undertaken in the area and a gravity survey will be considered to better define the basin margin.

Related Party Transaction

Each of Luke Bryan, Adam Wooldridge and Ismet Krasniqi, as directors of subsidiaries of the Company, are classified as Related Parties of the Company in accordance with the AIM Rules for Companies. The Related Party Share Issuance therefore represents a related-party transaction for the purposes of Rule 13 of the AIM Rules for Companies. The directors of Beowulf independent of the Related Party Share Issuance being the full board, consider, having consulted with SP Angel Corporate Finance LLP, the Company's nominated adviser, that the Related Party Share Issuance is fair and reasonable in so far as Beowulf's shareholders are concerned.

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.