Funding to progress the development of Kallak

RNS Number : 7552N

Beowulf Mining PLC

25 January 2023

 

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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.

25 January 2023

Beowulf Mining plc

("Beowulf" or the "Company")

Beowulf launches a preferential rights issue of SDRs in Sweden and a UK retail offer of ordinary shares - Partially secured capital raise up to approximately SEK 115 million (approximately £9.1 million) - Funding to progress at pace the development of Kallak

Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, is pleased to announce that it will proceed with the previously communicated plan to conduct a preferential rights issue of up to 316,681,938 Swedish Depository Receipts ("SDRs") with a PrimaryBid retail offer of up to 104,000,000 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") in the UK. 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"). The SDRs represent interests in 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"). The PrimaryBid retail offer of Ordinary Shares in the UK, will amount to a maximum of approximately SEK 27.1 million (approximately £2.1 million) before deduction for transaction related costs (the "UK Issue" and, together with the Rights Issue and the Additional Subscription, the "Capital Raise").

The new SDRs will be offered at a price of SEK 0.27 per SDR (the "SDR Offer Price") and the new Ordinary Shares will be offered in the UK Issue, and will be subscribed for under the Additional Subscription, at a price of 2.06 pence (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 UK Issue will approximately be proportionate in volume to the Rights Issue and subscriptions under the UK Issue will be considered by the Company with preference to be given to the Company's existing retail investors, subject to certain customary conditions.

Beowulf has received underwriting commitments for the Rights Issue which in aggregate amount to approximately SEK 60 million (approximately £4.7 million), or 70 per cent of the Rights Issue.

The maximum gross proceeds from the Capital Raise (assuming all are fully subscribed) will amount to approximately £9.1 million (corresponding to approximately SEK 115 million) in aggregate. The net proceeds from the Capital Raise, estimated to be approximately £7.8 million (corresponding to approximately SEK 98 million) (assuming full take-up under the Rights Issue and the UK Issue), will be used mainly to finance the continued development of Kallak North in Norrbotten County in northern Sweden, as well as to progress at pace the preparation of the environmental permit application for Kallak North, and with sufficient funding resource drilling for Kallak South.

The SDR Offer Price of SEK 0.27 and the UK Offer Price of 2.06 pence represent approximately a 46 per cent discount 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 New SDRs and Ordinary Shares will be issued using the Directors' existing authority to allot shares for cash on a non-pre-emptive basis granted by Shareholders at the Company's 2022 general meeting and, if required, the Directors' additional authority to allot shares on the same basis granted by Shareholders at the general meeting held on 17 January 2023.

A prospectus relating to the Rights Issue is expected to be published on or around 2 February 2023 subject to final regulatory approval.

Background and reasons for the Capital Raise

Beowulf is a Europe-focused developer of primary raw materials, such as iron ore and graphite, critical to Europe's green transition. Beowulf operates through its subsidiaries Jokkmokk Iron Mines AB ("Jokkmokk Iron") active in Sweden and Grafintec Oy ("Grafintec") active in Finland and through 61.1 per cent owned Vardar Minerals Limited ("Vardar") active in Kosovo.

In March 2022, Jokkmokk Iron was granted a mining concession for Kallak North. Kallak North is Beowulf's most advanced project, and the Company's top priority. The main objective for Jokkmokk Iron is to become a supplier of world class, net zero CO₂ emission iron concentrates for developing green steel producers in the Nordic region.

Beowulf has just completed a Scoping Study for Kallak North, showing positive economic results in support of continuing development. The Scoping Study presents a 'Base Case', solely focused on the Kallak North deposit, with a zero emission mining operation producing up to 2.7 million tonnes per annum of high-grade iron concentrate over a production life of 14 years. Without any regard to existing or potential mineral resources outside the Kallak North mineral resource, the Scoping Study estimates a Net Present Value ("NPV₈") of US$177 million for Kallak North with Internal Rate of Return ("IRR") of 14.5 per cent and a Payback Period of ~ 4.5 years from commencement of construction activity. The economic assessment uses long-term prices of US$109/dry metric tonne ("dmt") for Blast Furnace ("BF") and US$125/dmt for Direct Reduction ("DR"), where all prices are assumed as real terms and dated 1 January 2023. BF product point of sale is considered CFR Rotterdam, and DR product point of sale is assumed to be an in-country off-taker in Norrbotten. A less conservative assessment using the current spot prices increases the NPV₈ by 479 per cent to US$852 million.

Importantly, Kallak North is only part of the larger Kallak project. Kallak South has defined Mineral Resources and an exploration target, and the Company has an exploration target for its contiguous licences further south. Pending completion of additional exploration and, if justified, further technical work, this provides an opportunity for expansion beyond that currently assumed in the 14 years 'Base Case', which would utilise the fixed assets paid for by Kallak North, such as the processing plant and other project infrastructure.

The Company is now considering the possibility of integrating Kallak North and Kallak South, following completion of a successful exploration drilling on Kallak South, which could take place this year, in combination with further technical work, and thereafter an application for an Exploitation Concession.

Major value inflection points for Kallak North is the delivery of a Pre-feasibility Study, planned to commence in Q2 2023, and an application for the environmental permit due to be submitted in Q4 2023. While for Kallak South, further drilling could see the conversion of the current Exploration Target to Mineral Resources. A future agreement with a green steel producer is another possible value driver.

In Finland, Grafintec is developing an inventory of natural flake graphite, offering sustainable and secure supply of a primary raw material critical to Europe's rapidly expanding lithium-ion battery market. Grafintec's most important breakthrough during 2022 is the Memorandum of Understanding between Grafintec and Qingdao Hensen Graphite Ltd. The companies will work together to establish an anode materials hub in Finland. Current and future workstreams will focus on development of the Aitolampi graphite resource, and exploration of Grafintec's portfolio of permits.

In Kosovo, Vardar's work is focused on making a discovery and has largely been focused on the base and precious metals evident at the Mitrovica project. Recent result shows promising possibilities for economic mineralisation in the Majdan Peak and Red Lead exploration targets, containing led, zinc, copper, silver and gold. Vardar's recent expansion of its licence position has established a dominant land holding in the highly prospective areas surrounding the Stan Terg lead-zinc-silver mine.

The main purpose of the Rights Issue will be to finance the continued development of Kallak North, as well as to progress at pace the preparation of the environmental permit application for Kallak North. The Rights Issue will also repay bridge loan financing and with sufficient funding available, possible resource drilling for Kallak South, and capital for Grafintec and Vardar's development and exploration programmes.  

Kurt Budge, Chief Executive Officer of Beowulf, commented:

"Significant progress across all Beowulf's business areas has been made during the last quarter, with very promising developments in Kosovo and Finland, and the Scoping Study that was just completed for Kallak North in Sweden, I believe that the timing of this capital raise is just right.

"The completed Scoping Study is in itself, a huge step forward for Beowulf and Jokkmokk Iron, showing positive economics and massive upside potential, especially the sensitivity to price, which increases the NPV₈ from US$177 million to US$852 million using current spot prices.

"The Scoping Study results give the Company a solid foundation on which to build the most modern and sustainable mining operation possible. Ulla Sandborgh is leading our efforts towards our goal of bringing the Kallak North mine into production in 2026.

"With a strengthened team in place and the completed Scoping Study as a road-map ahead, the Beowulf investment case should be a lot clearer to our investors. Major value inflection points for Kallak North are the delivery of a Pre-feasibility Study, planned to commence in Q2 2023, and an application for the environmental permit due to be submitted in Q4 2023. With sufficient funding available, further drilling could see the conversion of the current Exploration Target to Mineral Resources and we can continue to press forwards with Grafintec and Vardar's development and exploration programmes."

Use of proceeds

The current working capital is not sufficient to maintain the planned pace for the Kallak project or Beowulf's other operations in Finland and Kosovo for the next twelve-month period. In order to provide the Company with additional working capital, the Board has resolved to conduct the Capital Raise.

The Rights Issue will provide the Company with up to approximately SEK 85.5 million before deduction of transaction related costs and compensation to underwriters (see "Commitments in relation to the Capital Raise" below). The UK Issue amounts to an equivalent maximum of SEK 27.1 million before deduction of transaction related costs. If the Capital Raise is fully subscribed, the Company will be provided with the equivalent of up to approximately SEK 115 million before deduction of transaction related costs and compensation to underwriters.

Estimated transaction costs related to the Capital Raise amount to approximately SEK 16.5 million, of which approximately SEK 7.2 million relates to compensation to the underwriters (assuming that all underwriters wish to receive a cash payment).

With the net proceeds from the Rights Issue, the Company intends to finance the following activities:

· ~ SEK 31 million. Kallak North workstreams including environmental permitting, a Pre-Feasibility Study, resource drilling, and the stakeholder engagement process.

· ~ SEK 11.5 million.  Grafintec workstreams including development of a downstream anode materials hub, including Pre-Feasibility Study, environmental permitting, optimisation of Aitolampi as a potential graphite source for downstream processing, and Räpysjärvi exploration.

· ~ SEK 25 million. Repayment of the short-term debt which was raised in July 2022.

Additional proceeds from the UK Issue and the Additional Subscription will be distributed across Beowulf's projects and workstreams to further advance the Company's position and add value to the asset portfolio.

In the event that the Capital Raise is fully subscribed, the Board assesses that the working capital will cover the Company's operations for at least 18 months. In a scenario where the Rights Issue is subscribed to the underwritten level of 70 per cent and no further funds are provided in the UK Issue, the Board assesses that the available working capital will cover the Company's operations for at least 12 months after completion of the Capital Raise.

The Rights Issue

A majority of the ownership, approximately 76 per cent, is represented by SDR-holders in the Company, which is why the Capital Raise will consist principally of the Rights Issue.

The Rights Issue provides an opportunity for all Qualifying SDR-holders to acquire New SDRs in accordance with preferential rights pro rata to their holdings of SDRs as at the Rights Issue Record Date. The SDR Offer Price of the Rights Issue is SEK 0.27 per New SDR. Qualifying SDR-holders may also be able to apply for New SDRs under the Rights Issue in excess of their preferential rights in the Rights Issue. In addition, investors and the general public in Sweden will be offered the opportunity to subscribe for SDRs without the support of preferential rights.

A Swedish prospectus relating 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 before the Rights Issue subscription period commences on Beowulf's website, https://beowulfmining.com/, as well as on Sedermera's website, www.sedermera.se.

The Swedish Subscription Rights, the Paid Subscribed SDRs and the New SDRs are to be admitted to trading on Spotlight which, in the case of the Swedish Subscription Rights and the Paid Subscribed SDRs, is expected to take place on 9 February 2023 and, in the case of the New SDRs, is expected to take place on or around23 March2023 ("Swedish Admission").

Since the transfer of Ordinary Shares between CREST and the VPC system may cause reconciliation issues, it will not be possible to process conversions of: (i) Ordinary Shares to SDRs and the crediting of such SDRs to the VPC system from 8.00 a.m. (Stockholm time) on 25 January 2023 until 8.00 a.m. (Stockholm time) on 7 February 2023; and (ii) the removal from the VPC system of SDRs and their conversion to Ordinary Shares from 8.00 a.m. (Stockholm time) on 25 January 2023 until 8.00 a.m. (Stockholm time) on 7 February 2023. Accordingly, Shareholders will not be able to convert their Ordinary Shares to SDRs (or vice versa) during these times. In addition, it will not be possible to transfer and/or exchange Swedish Subscription Rights or Paid Subscribed SDRs between CREST and the VPC system.

The terms and conditions of the Rights Issue are based upon the number of SDRs in issue as at the date of this announcement, amounting to 633,363,876. Beowulf will make any applicable changes to the terms and conditions as a result of any ongoing but yet settled transfers of Ordinary Shares between CREST and the VPC system (or vice versa) during the period from 8.00 a.m. (Stockholm time) on 25 January 2023 until 6.00 p.m. (Stockholm time) on 27 January 2023. Beowulf will communicate any changes to the terms and conditions as a result of reconciliation issues through a separate announcement.

The UK Issue

The Company will launch, via the PrimaryBid Limited mobile app, the UK Issue which will be a retail offer of up to 104,000,000 Ordinary Shares in the UK amounting to approximately 32.8 per cent of the Rights Issue and equivalent to a maximum of approximately SEK 27.1 million before the deduction for transaction related costs.

The Company values its UK investor base and therefore the purpose of the UK Issue will be to allow existing Shareholders, along with private and other investors, the opportunity to participate in the Capital Raise, as well as to provide additional working capital in support of the Company's ongoing projects.

The UK Offer Price will be 2.06 pencewhich is approximately equal to the SDR Offer Price (taking into account the subscription discount in the Rights Issue). The UK Issue will not be completed without the Rights Issue also being completed. The UK Issue will be open to UK investors at the same time as the opening of the subscription period for the Rights Issue. The UK Issue will close at the same time as the Rights Issue, although the UK Issue may close early if it is oversubscribed. Subscriptions under the UK Issue will be considered by the Company with preference to be given to the Company's existing retail investors, subject to certain customary conditions. There will be a minimum subscription of £250 per investor under the terms of the UK Issue. The Company reserves the right to scale back any order under the UK Issue at its discretion. The Company and PrimaryBid Limited reserve the right to reject any application for subscription under the UK Issue without giving any reason for such rejection. The UK Issue is not being underwritten.

The UK Issue will be made under the exemptions from the need to prepare a prospectus in the UK.  Accordingly, the Company is not required to publish (and has not published and will not publish) a prospectus in the UK in connection with the UK Issue. The UK Issue is only being made in the UK and is not being made into any jurisdiction where it would be unlawful to do so.

The New Ordinary Shares to be issued under the UK Issue will be issued fully paid and will rank pari passu in all respects with the existing Ordinary Shares and the new Ordinary Shares representing the New SDRs, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Once the PrimaryBid subscription period is announced, Shareholders and other investors will be able to access the UK Issue by visiting www.PrimaryBid.com and downloading the PrimaryBid mobile app available on the Apple App Store and Google Play. Shareholders and other 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).

For further details of how to register with PrimaryBid, please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the UK Issue will be made, including the procedure for application and payment for the New Ordinary Shares, will be available to all persons who register with PrimaryBid.

The Additional Subscription

Directors and senior managers, including Rasmus Blomqvist and Ulla Sandborgh, of the Company have agreed to subscribe for New Ordinary Shares in the Additional Subscription totaling approximately £181,000:

Name	Number of New Ordinary Shares	Number of Ordinary Shares on AIM Admission
Kurt Budge	2,912,621	8,870,618
Johan Röstin	1,918,768	1,918,768
Christopher Davies	97,087	185,887
Ulla Sandborgh	959,384	959,384
Rasmus Blomquist	2,912,621	9,306,371

AIM Admission

Application will be made for the New Ordinary Shares under the UK Issue and the Additional Subscription, along with the new Ordinary Shares representing the New SDRs, to be admitted to trading on AIM. Settlement for the New Ordinary Shares under the UK Issue and the Additional Subscription and AIM Admission is expected to take place at or before 8.00 a.m. on 22 March 2023. The Rights Issue, the UK Issue and the Additional Subscription are each conditional, among other things, upon AIM Admission becoming effective.

Commitments in relation to the Capital Raise

Beowulf has received underwriting commitments from the Nordic investors Formue Nord Markedsneutral A/S and Buntel AB (a subsidiary of Modelio Equity AB (publ)). To the extent that SDRs in the Rights Issue are not subscribed up to 70 per cent, the underwriters have committed to the Company to subscribe for the amount of SDRs required for the Rights Issue to be subscribed up to 70 per cent. Subscription of SDRs according to the underwriting commitments shall be carried out to the SDR Offer Price.

In addition, members of the Board and executive management (including the Company's Chairman and CEO) have agreed to subscribe in the Additional Subscription in aggregate equivalent to approximately £181,000.

A cash compensation of 12 per cent of the underwritten amount is payable by the Company to the underwriters after completion of the Rights Issue. The underwriters have the option to request that the compensation is received in New SDRs in the amount of 14 per cent of the underwritten amount or as a combination of cash and SDRs. If compensation is to be received in SDRs the Company will conduct a placing of new additional SDRs to the underwriters, after completion of the Rights Issue, at the same subscription price as the SDR Offer Price. No compensation will be paid for the subscriptions by the Board and executive management. The Rights Issue underwriting commitments and the commitments comprising the Additional Subscription are not secured via bank guarantee, pledging or similar arrangements.

Formue Nord Markedsneutral A/S may offset payment for any SDRs subscribed for in the Rights Issue pursuant to its underwriting commitment against a bridge loan made to the Company in July 2022.

Summary of the Rights Issue

· Subscription period: 9 February 2023 - 23 February 2023 (ends at 5:00 p.m. Stockholm time).

· Subscription price: SEK 0.27 per New SDR. No brokerage fee will be charged.

· Issue amount: The Rights Issue will comprise a maximum of 316,681,938 New SDRs. The proceeds of the Rights Issue will be up to approximately SEK 85.5 million (gross). The number of SDRs in issue as at the date of this announcement amounts to  633,363,876.

· 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 6 February 2023. Holders of Swedish Subscription Rights will be entitled to subscribe for one (1) New SDR for every two (2) Swedish Subscription Rights held. The last day of trading in SDRs with preferential rights will be 2 February 2023. The first day of trading in SDRs without preferential rights will be 3 February 2023. Trading in Swedish Subscription Rights will take place on Spotlight from 9 February 2023 until 20 February 2023.

· Underwriting commitments: Beowulf has received underwriting commitments from Nordic investors of up to 70 per cent (approximately SEK 60 million) of the Rights Issue.

· Paid Subscribed SDRs: Trading in Paid Subscribed SDRs will take place on Spotlight from 9 February 2023 until the New SDRs can be registered in the VPC system.

Summary of the UK Issue

· Subscription period: 9 February 2023 - 23 February 2023 (ends at 4:00 p.m. GMT).

· Subscription price: 2.06 pence per New Ordinary Share.

· Issue amount: The UK Issue will comprise a maximum of 104,000,000 New Ordinary Shares. The proceeds of the UK Issue will be up to approximately £2.1 million (gross). The number of Ordinary Shares in issue as at the date of this announcement amounts to  831,710,636 of which  633,363,876 are underlying shares for the SDRs.

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

· The UK Issue is not being underwritten.

Summary of the Additional Subscription

· The Additional Subscription comprises 8,800,481 New Ordinary Shares raising approximately £181,000 (gross).

· The price per New Ordinary Share of 2.06 pence is the same as the UK Offer Price of the UK Issue.

Change in Ordinary Shares, share capital and dilution

A maximum of 429,482,419 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 831,710,636 to 1,261,193,055, corresponding to a £4,294,824.19 increase in the issued share capital of the Company from £8,317,106.36 to £12,611,930.55. 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 34 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.

Related Party Transaction

The Additional Subscription from Kurt Budge (Chief Executive Officer), Christopher Davies (Independent Non-Executive Director), Rasmus Blomqvist (Managing Director, Grafintec), Ulla Sandborgh (CEO, Jokkmokk Iron), and Johan Röstin (Chairman) are considered related-party transactions for the purposes of Rule 13 of the AIM Rules. The Company's Nominated Adviser, SP Angel Corporate Finance LLP, considers the terms of the Additional Subscription to be fair and reasonable insofar as Beowulf's shareholders are concerned.

Expected Timetable of Principal Events

Each of the times and dates in the tables below is indicative only and may be subject to change. References to times in this timetable and in the rest of this announcement are to London time unless otherwise stated.

Summarised indicative timetable for the Rights Issue

The last day of trading in SDRs with preferential rights	2 February
Publication of the Prospectus	2 February
The first day of trading in SDRs without preferential rights	3 February
Rights Issue Record Date for the Rights Issue	6 February
Time and date from which conversion of SDRs into Ordinary Shares (and vice versa) is permitted again	8.00 a.m. (Stockholm time) on 7 February
Start of the subscription period for the Rights Issue and dealings in the Swedish Subscription Rights and Paid Subscribed SDRs	9 February
Last day of trading in the Swedish Subscription Rights	20 February
Subscription period for the Rights Issue ends	5.00 p.m. (Stockholm time) on 23 February
Announcement of the results of the Rights Issue	on or around 28 February
Announcement of the results of the Capital Raise	on or around 28 February
Last day of trading in the Paid Subscribed SDRs	on or around 21 March
Record date for conversion of the Paid Subscribed SDRs into New SDRs	on or around 23 March
Swedish Admission and commencement of dealings in the New SDRs	on or around 23 March

Summarised indicative timetable for the UK Issue

Time and date from which conversion of Ordinary Shares into SDRs (and vice versa) is permitted again		7.00 a.m. 7 February
Start of the subscription period for the UK Issue	9 February
Subscription period for the UK Issue ends		4.00 p.m. on 23 February
Announcement of the results of the Capital Raise		on or around 28 February
AIM Admission and commencement of dealings in the New Ordinary Shares		8.00 a.m. on 22 March
New Ordinary Shares credited to CREST stock accounts (uncertificated Shareholders only)		as soon as practicable after 8.00 a.m. on 22 March
Posting of certificates for the New Ordinary Shares (certificated Shareholders only)		By 5 April

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.

Advisers

In relation to the Rights Issue, the Company has engaged Sedermera as Swedish financial adviser, Bird & Bird Advokat KB as Swedish legal advisor and Nordic Issuing AB as Swedish issuing agent. Shark Communication AB assists the Company with advice regarding communication.

Prospectus

The Prospectus will be made available on Beowulf's, Sedermera´s and Spotlight's webpages https://beowulfmining.com/, www.sedermera.se, www.spotlightstockmarket.com on or around 2 February 2023 before the start of the Rights Issue subscription period.

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 12.6497, being the relevant exchange rate on 24 January 2023. These exchange rates were obtained from the homepage of the Central Bank of Sweden.

Enquiries:

Beowulf Mining plc

Kurt Budge, Chief Executive Officer, Tel: [phone]

Sedermera Corporate Finance AB

Tel:  [phone]

SP Angel Corporate Finance LLP

Ewan Leggat / Stuart Gledhill / Adam Cowl

Tel: [phone]

Bird & Bird Advokat KB
Tel:  [phone]

BlytheRay
Tim Blythe / Megan Ray Tel: [phone]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Kurt Budge
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Beowulf Mining Plc
b)	LEI	213800MV3XGAOASPT433
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	ordinary shares of 1p each
	Identification code	GB0033163287
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			2.06p	2,912,621
d)	Aggregated information
	- Aggregated volume	Not Applicable
	- Price
e)	Date of the transaction	25 January 2023
f)	Place of the transaction	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Christopher Davies
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Beowulf Mining Plc
b)	LEI	213800MV3XGAOASPT433
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	ordinary shares of 1p each
	Identification code	GB0033163287
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			2.06p	97,087
d)	Aggregated information
	- Aggregated volume	Not Applicable
	- Price
e)	Date of the transaction	25 January 2023
f)	Place of the transaction	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Rasmus Blomquist
2	Reason for the notification
a)	Position/status	Exploration Manager
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Beowulf Mining Plc
b)	LEI	213800MV3XGAOASPT433
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	ordinary shares of 1p each
	Identification code	GB0033163287
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			2.06p	2,912,621
d)	Aggregated information
	- Aggregated volume	Not Applicable
	- Price
e)	Date of the transaction	25 January 2023
f)	Place of the transaction	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Johan Röstin
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Beowulf Mining Plc
b)	LEI	213800MV3XGAOASPT433
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	ordinary shares of 1p each
	Identification code	GB0033163287
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			2.06p	1,918,768
d)	Aggregated information
	- Aggregated volume	Not Applicable
	- Price
e)	Date of the transaction	25 January 2023
f)	Place of the transaction	London Stock Exchange

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Ulla Sandborgh
2	Reason for the notification
a)	Position/status	CEO, Jokkmokk Iron
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Beowulf Mining Plc
b)	LEI	213800MV3XGAOASPT433
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	ordinary shares of 1p each
	Identification code	GB0033163287
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			2.06p	959,384
d)	Aggregated information
	- Aggregated volume	Not Applicable
	- Price
e)	Date of the transaction	25 January 2023
f)	Place of the transaction	London Stock Exchange

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 forecasts.

Disclaimer

Sedermera is acting as the Swedish financial adviser and broker to the Company in relation to the Rights Issue. Nordic Issuing AB is providing issuing services for the Rights Issue. Shark Communication AB has assisted the Company in the preparation of this announcement. The Directors are responsible for the contents of this announcement and Sedermera, Nordic Issuing AB and Shark Communication AB disclaim all responsibility in relation to Shareholders and SDR Holders and for other direct or indirect consequences as a result of investment decisions or other decisions based on the information in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Sedermera under the Swedish Securities Markets Act (Swedish: lagen (2007:528) om värdepappersmarknaden) or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Sedemera, nor any of its affiliates, accepts any responsibility whatsoever for the contents of this announcement including its accuracy, completeness and verification or for any other statement made or purported to be made by it, or on its behalf, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Sedermera and its affiliates accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement. No representation or warranty express or implied, is made by Sedermera or any of its affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement , and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

Definitions

Additional Subscription	the conditional subscription by Kurt Budge, Chief Executive Officer, Christopher Davies, Independent Non-Executive Director, and Rasmus Blomquist, Managing director, Grafintec, for New Ordinary Shares
AIM	the market of that name operated by the London Stock Exchange
AIM Admission	the admission of the New Ordinary Shares to trading on AIM
AIM Rules	the AIM Rules for Companies published from time to time by the London Stock Exchange
Aitolampi	the Company's Aitolampi graphite project in Finland
Board	the board of directors of the Company (as at the date of this announcement, unless otherwise stated)
Capital Raise	the Rights Issue, the UK Issue and the Additional Subscription, taken together
certificated	refers to a share or other security which is not in uncertificated form (that is, not in CREST)
Company or Beowulf	Beowulf Mining plc, a company incorporated in England and Wales with registered number 02330496 and with its registered office at 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK is the operator (as defined in the CREST Regulations)
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
Directors	the directors of the Company as at the date of this announcement (unless otherwise stated)
Euroclear Sweden	Euroclear Sweden AB, the operator of the VPC system
Euroclear UK	Euroclear UK & Ireland Limited, the operator of CREST
Grafintec	Grafintec Oy, a subsidiary of the Company
Jokkmokk Iron	Jokkmokk Iron Mines AB, a subsidiary of the Company
Kallak	the Company's Kallak iron ore project in Sweden made up of Kallak North and Kallak South
Kallak North	the Kallak North deposit forming part of Kallak
Kallak South	the Kallak South deposit forming part of Kallak
London Stock Exchange	London Stock Exchange Group plc
New Ordinary Shares	up to approximately 112,800,481 new Ordinary Shares to be allotted and issued by the Company pursuant to the UK Issue and Additional Subscription
New SDRs	up to approximately 316,681,938 new SDRs to be issued pursuant to the Rights Issue
Ordinary Shares	ordinary shares of 1 pence in the capital of the Company
Paid Subscribed SDRs	the right to be credited with New SDRs following the record date for conversion of the Paid Subscribed SDRs into New SDRs pursuant to the terms and conditions of the Rights Issue
Prospectus	the document, comprising a prospectus relating to the Company for the purposes of the Rights Issue to be published on or around 2 February 2023
Qualifying SDR Holders	holders of existing SDRs admitted to trading on Spotlight at the Rights Issue Record Date with the exclusion of Restricted SDR Holders
Restricted Jurisdiction	any jurisdiction, including but not limited to 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, where the extension or availability of the Capital Raise (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which the Company regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation
Restricted SDR Holders	subject to certain exceptions, SDR Holders who have registered addresses in, who are incorporated in, registered in or otherwise resident or located in, any Restricted Jurisdiction or any other countries in which participation in the Rights Issue requires the preparation of a prospectus, further registration or measurements other than those which are required by Swedish or UK legislation
Rights Issue	the offer to the SDR Holders to apply for the New SDRs at the Offer Price to be made on the terms and subject to the conditions set out in the Prospectus
Rights Issue Record Date	6 February 2023, being the date specified in the Expected Timetable of Principal Events on which an SDR Holder must be registered in the VPC system to be a Qualifying SDR Holder
SDRs	Swedish depositary receipts representing interests in Ordinary Shares
SDR Holders	holders of SDRs from time to time
SDR Offer Price	SEK 0.27 per New SDR
Shareholders	the holders of Ordinary Shares from time to time
Sedermera	Sedermera Corporate Finance AB, Swedish financial adviser to the Company
SP Angel	SP Angel Corporate Finance LLP, nominated adviser and broker to the Company
Spotlight	the Spotlight Stock Market in Sweden with organizational number 556736-8195 is a securities company under the supervision of the Swedish Financial Supervisory Authority. Spotlight operates a so-called MTF platform.
subsidiary	has the meaning given in section 1159 of the Companies Act 2006, as amended, unless otherwise provided in this announcement
Swedish Admission	admission of the New SDRs to trading on Spotlight
Swedish Subscription Rights	the right to subscribe for New SDRs in the Rights Issue pursuant to the terms and conditions of the Rights Issue
UK Issue	the PrimaryBid retail offer to apply to subscribe for New Ordinary Shares at the UK Offer Price
UK Offer Price	2.06 pence per New Ordinary Share
uncertificated or in uncertificated form	refers to a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
Vardar	Vadar Minerals Limited, incorporated and registered in England and Wales with registered number 10474687, a subsidiary of the Company
VPC system	the accounts based system for clearing and settlement of securities maintained by Euroclear Sweden.

 

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