REG - Beowulf Mining PLC - Beowulf announces final terms of capital raise

Beowulf MiningAnnouncement

04/04/2025 07:00

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RNS Number : 6284D  Beowulf Mining PLC  04 April 2025

 

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4 April 2025

 

 

Beowulf Mining plc

 

("Beowulf" or the "Company")

 

Beowulf announces final terms of capital raise

 

Beowulf (AIM: BEM; Spotlight: BEO) is pleased to announce the final terms of
its previously announced plan to conduct a capital raise comprising a
conditional placing and subscription of 42,926,914 new ordinary shares of 5
pence each in the capital of the Company ("New Ordinary Shares") (the
"Placing"), a preferential rights issue of up to 27,279,854 Swedish Depository
Receipts ("SDRs") (the "Rights Issue") and a retail offer in the UK via the
Winterflood Retail Access Platform ("WRAP") of up to 6,709,336 New Ordinary
Shares (the "WRAP Retail Offer" and together with the Placing, the "UK
Issue"). As previously announced, the Placing has conditionally raised £1.0
million (approximately SEK 13 million) before deduction of transaction-related
costs. The new SDRs ("New SDRs") will represent interests in ordinary shares
in the Company and the Rights Issue will, if fully subscribed, raise proceeds
of approximately SEK 38.2 million (approximately £3.0 million) before the
deduction of transaction related costs. The WRAP Retail Offer, if fully
subscribed, will raise proceeds of approximately £0.7 million (approximately
SEK 9.4 million) before the deduction of transaction-related costs. The
aggregate amount to be raised under the Placing, the Rights Issue and the WRAP
Retail Offer (together, the "Capital Raise") is up to approximately SEK 59.1
million (approximately £4.6 million).

 

The New SDRs will be offered at a price of SEK 1.40 per SDR (the "SDR Offer
Price") and the New Ordinary Shares will be offered in the UK Issue at a price
of 11 pence per share (the "UK Offer Price").

 

New SDRs in the Rights Issue will also be offered for subscription without
preferential rights to institutional investors, other professional investors,
and the general public in Sweden. The WRAP Retail Offer will be approximately
proportionate in size to the Rights Issue relative to shareholdings in the
Company, and subscriptions under the WRAP Retail Offer will be considered by
the Company with preference to be given to the Company's existing retail
investors, subject to certain customary conditions.

 

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing.
Completion of the WRAP Retail Offer is conditional, inter alia, upon the
completion of the Placing but completion of the Placing is not conditional on
the completion of the WRAP Retail Offer.

 

Beowulf has received underwriting commitments for the Rights Issue which in
aggregate amount to SEK 15 million (approximately £1.21 million), or
approximately 40 per cent of the Rights Issue.

 

The maximum gross proceeds from the Capital Raise (assuming both the Rights
Issue and the WRAP Retail Offer are fully subscribed) will amount to
approximately SEK 59.1 million (corresponding to approximately £4.6 million)
in aggregate. The net proceeds from the Capital Raise, estimated to be
approximately SEK 52.7 million (corresponding to approximately £4.0 million)
(assuming full take-up under the Rights Issue and the WRAP Retail Offer), will
be used mainly to finance the continued development of the Kallak Iron Ore
Project in northern Sweden ("Kallak"), including completion of the ongoing
Pre-Feasibility Study ("PFS") and environmental studies in preparation for the
Environmental Impact Assessment ("EIA") and subsequent application for the
environmental permit for Kallak, and ongoing technical studies and advancing
the EIA for the Graphite Anode Materials Plant ("GAMP") in Finland and will
provide working capital into Q1 2026. The Rights Issue will also repay amounts
advanced under the Company's bridge loan financing arrangements. With
sufficient funding available, further programmes will be considered at each of
the Company's exploration projects.

 

The SDR Offer Price is based on the daily weighted average price for the SDRs
during a trading period of 10 business days ending on and including 3 April
2025 on Spotlight Stock Market, with a percentage discount of 31 per cent on
the theoretical ex-rights price ("TERP"). The UK Offer Price has been based on
an exchange rate conversion of the SDR Offer Price (as set out below).

 

The New SDRs and New Ordinary Shares will be issued using the Directors'
existing authority to allot shares for cash on a non-pre-emptive basis granted
by shareholders in the Company ("Shareholders") at the Company's 2024 general
meeting and the Directors' additional authority to allot shares on the same
basis, subject to approval by Shareholders at the general meeting to be held
on 8 April 2025 (the "General Meeting").

 

A prospectus relating to the Rights Issue is expected to be published on or
around 15 April 2025 subject to final regulatory approval.

 

 

Ed Bowie, Chief Executive Officer of Beowulf, commented:

 

"The Company has made significant progress across the portfolio over the last
twelve months. Completing the PFS at the GAMP represents a major step forward
in defining the technical and economic parameters of the project. Meanwhile at
Kallak, we have substantially completed many of the workstreams required for
both the PFS and the Environmental Permit application. Both projects are now
attracting the interest of potential strategic partners and we will continue
to advance these discussions. At the same time, the security of supply chains,
not least for the defence agenda, has never been more at the forefront of
international news. We have benefited from generous support through the
Business Finland BATCircle grant funding programmes and continue to review
opportunities for similar support.

 

"The current Capital Raise will enable the Company to continue to advance our
assets whilst seeking alternative and less- or non-dilutive forms of capital.
Completing the GAMP PFS represented the first step in demonstrating the true
potential and value of the portfolio. We thank shareholders for their support
in getting to this point and hope you will continue to support through the
next exciting phase as we unlock further value."

 

 

Summary of the Placing

 

·      UK Offer Price: 11 pence per New Ordinary Share

·      Issue amount: 9,869,318 New Ordinary Shares will be issued
pursuant to the Placing

·      Beowulf has received commitments pursuant to the Placing from (a)
a number of institutional and other investors, pursuant to signed placing
letters with the Joint Brokers or subscription letters with the Company, and
(b) members of the Board, executive and senior management along with other
investors associated with them, pursuant to further direct subscription
letters with the Company (together the "Initial Subscribers"), for a total of
£1.0 million (approximately SEK 13 million).

·      Subscribers pursuant to the Placing (save for the Directors and
members of the Company's executive and senior management) will be entitled to
receive a commission of an equivalent of 10 per cent of the commitment size
payable in Ordinary Shares which are to be issued at the Subscription Price.

 

 

Summary of the Rights Issue

 

·      Subscription period: 16 April 2025 - 5 May 2025 (ends at 3:00
p.m. Stockholm time).

·      SDR Offer Price: SEK 1.40 per New SDR. No brokerage fee will be
charged.

·      Issue amount: The Rights Issue will comprise a maximum of
27,279,854 New SDRs. The proceeds of the Rights Issue will be up to
approximately SEK 38.2 million (gross) (approximately £3.0 million). The
number of SDRs in issue as at the date of this announcement amounts to
31,176,977.

·      Preferential rights: Qualifying SDR Holders will have
preferential rights to subscribe for New SDRs in relation to their existing
holdings of SDRs. Qualifying SDR Holders will receive Swedish Subscription
Rights on the basis of one Swedish Subscription Right for each SDR held on the
Rights Issue Record Date of 11 April 2025. Holders of Swedish Subscription
Rights will be entitled to subscribe for seven (7) New SDRs for every eight
(8) Swedish Subscription Rights held. The last day of trading in SDRs with
preferential rights will be 9 April 2025. The first day of trading in SDRs
without preferential rights will be 10 April March 2025. Trading in Swedish
Subscription Rights will take place on Spotlight from 16 April 2025 until 29
April 2025.

·      Underwriting commitments: Beowulf has received underwriting
commitments from Nordic investors of SEK 15 million (approximately 40 per
cent) of the Rights Issue.

·      Paid Subscribed SDRs: Trading in Paid Subscribed SDRs will take
place on Spotlight from 16 April 2025 until the New SDRs can be registered in
the VPC system.

 

 

Summary of the WRAP Retail Offer

 

·      Subscription period: 16 April 2025 - 2 May 2025 (ends at 2:00
p.m. BST).

·      UK Offer Price: 11 pence per New Ordinary Share.

·      Issue amount: The WRAP Retail Offer will comprise a maximum of
6,709,336 New Ordinary Shares. The proceeds of the WRAP Retail Offer will be
up to approximately £0.74 million (gross). The number of Ordinary Shares in
issue as at the date of this announcement amounts to 38,844,790 of which
31,176,977 are underlying shares for the SDRs.

·      Subscriptions under the WRAP Retail Offer will be considered by
the Company with preference to be given to the Company's existing retail
investors, subject to certain customary conditions.

·      The first £100,000 of the WRAP Retail Offer are subject to a
clawback arrangement in connection with the Placing and will not add to the
aggregate maximum fundraising.

 

 

Summarised indicative timetable for the Rights Issue

 

 General Meeting                                                              11:00 a.m. (BST) on 8 April 2025
 Date from which conversion of SDRs into Ordinary Shares (and vice versa) is  7 April
 not permitted again

 Results of General Meeting announced through RNS                             8 April
 The last day of trading in SDRs with preferential rights                     9 April
 The first day of trading in SDRs without preferential rights                 10 April
 Rights Issue Record Date for the Rights Issue                                11 April
 Time and date from which conversion of SDRs into Ordinary Shares (and vice   8.00 a.m. (Stockholm time) on 14 April
 versa) is permitted again

 Publication of the Prospectus                                                15 April
 Start of the subscription period for the Rights Issue and trading in the     16 April
 Swedish Subscription Rights and Paid Subscribed SDRs
 Last day of trading in the Swedish Subscription Rights                       29 April
 Subscription period for the Rights Issue ends                                5 May
 Announcement of the results of the Rights Issue                              on or around 8 May
 Announcement of the results of the Capital Raise                             on or around 8 May
 Last day of trading in the Paid Subscribed SDRs                              on or around 21 May
 Record date for conversion of the Paid Subscribed SDRs into New SDRs         on or around 23 May
 Swedish Admission and commencement of dealings in the New SDRs               on or around 26 May

 

Summarised indicative timetable for the WRAP Retail Offer

 

 Time and date from which conversion of Ordinary Shares into SDRs (and vice      14 April
 versa) is permitted again
 Start of the subscription period for the WRAP Retail Offer                      16 April
 Subscription period for the WRAP Retail Offer ends                              2.00 p.m. (BST) on 2 May
 Announcement of the results of the Capital Raise                                on or around 8 May
 AIM Admission and commencement of dealings in the New Ordinary Shares           8.00 a.m. (BST)

                                                                                 on 22 May
 New Ordinary Shares credited to CREST stock accounts (uncertificated            after 8.00 a.m. (BST)
 Shareholders only)

                                                                                 on 22 May
 Posting of certificates for the New Ordinary Shares (certificated Shareholders  on or around 5 June
 only)

 

These times and dates and those mentioned throughout this announcement are
indicative only and may be adjusted by the Company in consultation with the
Company's advisers, in which event details of the new times and dates will be
notified to the London Stock Exchange and Spotlight.

 

 

Share Capital and dilution

 

A maximum of 42,926,914 New Ordinary Shares (including those to be issued in
relation to the New SDRs) may be issued pursuant to the Capital Raise,
increasing the number of Ordinary Shares in issue from 38,844,790 to
81,771,704, corresponding to a £2,146,346 increase in the aggregate nominal
value of the issued share capital of the Company from £1,942,240 to
£4,088,585. The holdings of Qualifying SDR Holders and Shareholders in the
Company, who do not participate in the Rights Issue or the UK Issue, as a
percentage of the enlarged share capital, will be diluted by approximately 52
per cent of votes and share capital (assuming full take-up under the Rights
Issue and the UK Issue) as a result of the Capital Raise.

 

 

Additional information

 

On 21 March 2025 Beowulf announced its intention to undertake, amongst other
things, the Capital Raise (the "Launch Announcement"). In the Launch
Announcement Beowulf described the Background to and reasons for the Capital
Raise, Use of proceeds, as well as more details relating to the Underwriting
commitments.

 

A prospectus related to the Rights Issue containing the full terms and
conditions and instructions on subscription and payment will be made available
together with other investor material on or around 15 April 2025 and before
the subscription period commences on Beowulf's website
(https://beowulfmining.com/ (https://beowulfmining.com/) ), Evli Plc's website
(www.evli.com (http://www.evli.com) ), Aqurat's website (www.aqurat.se
(http://www.aqurat.se) ), as well as Finansinspektionen's website (www.fi.se).

 

The Company values its retail shareholder base and believes that it is
appropriate to provide both new and existing retail shareholders in the United
Kingdom the opportunity to participate in the WRAP Retail Offer. Further
details in relation to the WRAP Retail Offer will be provided in due course.

 

 

Advisers

 

In relation to the Rights Issue, the Company has engaged Evli Plc as Swedish
financial adviser, Advokatfirman Lidström & Co AB as Swedish legal
advisor and Aqurat Fondkommission AB as Swedish issuing agent.

 

 

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 12.73778, being the relevant exchange rate on 4 April 2025. These
exchange rates were obtained from the homepage of the Central Bank of Sweden.

 

 

Enquiries:

 

Beowulf Mining plc

Ed Bowie, Chief Executive Officer
ed.bowie@beowulfmining.com

 

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

 

Winterflood Retail Access Platform
                 WRAP@winterflood.com

Joe Winkley / Sophia Bechev

 

 

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.

 

 

 

 

 

 

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