Press release from Companies
Published: 2025-03-21 08:00:00
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law by the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement, through the agency of the contact person of the Company set out below, this inside information is now considered to be in the public domain.
21 March 2025
Beowulf Mining plc
("Beowulf" or the "Company")
Placing to conditionally raise approximately £1.0 million (SEK 13 million) in connection with a wider proposed capital raise
Notice of General Meeting
Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, announces that it has undertaken a conditional placing and subscription to raise approximately £1.0 million (SEK 13 million) (before deduction for transaction related costs) (the "Placing") at the same subscription price as is to be agreed in connection with the Rights Issue (as defined below) (the "Subscription Price"). Beowulf further announces that the Placing forms part of a larger capital raise which it intends to undertake to raise a minimum of £2.1 million in order to advance the Kallak Iron Ore Project in northern Sweden ("Kallak"), the Graphite Anode Materials Plant ("GAMP") in Finland, and for general corporate purposes.
SP Angel Corporate Finance LLP and Alternative Resource Capital, a trading name of Shard Capital Partners LLP are acting as joint brokers in connection with the Placing (the "Joint Brokers"). The Placing has been conducted with existing and new institutional investors. As part of the Placing, the Company has also received direct conditional subscriptions from the directors and senior management of the Company and persons associated with them.
The Company further announces that a General Meeting ("GM") of the Company will be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT at 11.00 a.m. (BST) (12.00 noon CEST) on 8 April 2025. Further details are set out in the Notice of General Meeting ("Notice of GM"), which will be posted to shareholders later today. The following documents will be available, in due course, on the "Investors" section of the Company's website (https://beowulfmining.com/investors/):
Shareholders who have elected to receive e-communications from the Company will receive a Form of Proxy containing a notification as to the availability of the Notice of GM on the Company's website. All other shareholders will receive a physical copy of the Notice of GM and a Form of Proxy.
Summary
Background to and reasons for the Capital Raise
Beowulf’s strategy is to develop mineral projects critical to Europe's green transition. Beowulf operates through its wholly-owned subsidiaries Jokkmokk Iron Mines AB ("Jokkmokk Iron"), active in Sweden, Grafintec Oy ("Grafintec"), active in Finland, and Vardar Minerals Limited ("Vardar"), active in Kosovo.
In March 2022, Jokkmokk Iron was granted an exploitation concession for the Kallak North iron ore deposit in Norrbotten County in northern Sweden. The exploitation concession was appealed but in June 2024 the Supreme Administrative Court upheld the Government’s original decision and the exploitation concession remains in full force. The main objective for Jokkmokk Iron is to become a supplier of market leading, high-grade, low-impurity iron ore concentrates to support the decarbonisation of the steel industry.
In January 2023, the Company completed a Scoping Study for Kallak North and, shortly after, initiated a number of environmental studies in preparation for the EIA and environmental permit application. Following a full review of the Scoping Study, a PFS was initiated in October 2023 with lead mining consultancy group, SLR Consulting Ltd. Metallurgical test-work was completed in September 2024 confirming that the project can produce a high-quality concentrate, a key value driver for the project. Other workstreams in preparation for the PFS have been substantially completed including mineral processing, water and waste management, infrastructure, logistics and transportation. In parallel baseline nature values, water, hydrology and cultural heritage studies have been completed and other environmental activities including reindeer herding, noise, air quality, vibration and rock fall assessments are substantially complete. With the general parameters of the project defined, the Consultation Process, a critical part of the Environmental Permitting process was initiated. The Consultation Process aims to delimit the EIA, enable a transparent dialogue with authorities and the general public and ultimately create a better basis for decisions by obtaining knowledge, ensuring quality and scope and reducing uncertainties for the future project.
Outstanding activities include the completion of a modest drilling programme to convert Inferred resources into the higher confidence Measured and Indicated categories such that the material can be included within the Mineral Reserve and ultimately the mine schedule. However, with over 80% of the resource already categorised within the Measured and Indicated categories, this infill drilling is not expected to change the mining schedule defined as part of the 2023 Scoping Study. In addition, the ongoing Consultation Process identified that the transport solution for the 40 km from the mine to the Inlandsbanan railway represented a key issue for local communities and stakeholders. Jokkmokk Iron therefore investigated three potential solutions including conventional trucking, an overland conveyer and a slurry pipeline, and selected the pipeline as the preferred option. The pipeline has a number of advantages, particularly having the lowest social and environmental impact and higher reliability, as well as very low operating costs which, from the Company’s initial assessment, more than offsets the increase in initial capital cost. The decision to progress with a pipeline is expected to both improve the flexibility of the project to operate in lower price environments given the reduced operating costs and also make the permitting for the project more straightforward. Additional technical and environmental studies are required to incorporate the pipeline solution within the PFS and Environmental Permit application.
The drilling programme, pipeline studies and other workstreams required for the conclusion of the PFS, EIA and environmental permit application will be completed following the Capital Raise, subject to the level of take up of the Capital Raise. In addition to the Kallak North deposit - the focus of the economic studies - resources have been defined at the two Kallak South deposits and a significant exploration target has been identified within the Company’s surrounding permits. Further exploration will be considered to assess the economic viability of developing these targets to provide a potential extension to the mine life. In the interim and over the coming months, the intention is to provide an update on the project and in particular a management update of the project economics to reflect the workstreams already completed to PFS level.
Given the quality of the concentrate that the Kallak project is expected to produce, the Company has already received interest from a number of third-parties. As the project is advanced further, it is anticipated that this interest will increase and the Company will consider opportunities to form strategic partnerships that could de-risk the project from financing, technical, and market access perspectives and enable an accelerated development.
Grafintec continues to advance the development of the GAMP to establish an independent producer of anode material to supply the growing lithium-ion sector in Europe. The GAMP process involves converting graphite concentrate into Coated Spherical Purified Graphite ("CSPG") through a three-stage process of spheronisation, purification and coating. The Company intends to develop the plant in Finland which has the benefit of access to a highly skilled workforce, low-cost renewable energy, strong local and government support and proximity to the European customer base. Grafintec held a plot reservation in the GigaVaasa industrial hub, although as previously noted, this reservation lapsed in August 2024. Grafintec continues to engage in dialogue with GigaVaasa and the municipality of Korsholm, and a number of other potential sites for the future development of the GAMP.
Whilst Grafintec, through the Aitolampi project, has one of Europe's largest flake graphite resources, the plan is to initially import material from a third-party mine. The test-work undertaken for the PFS was completed using a six-tonne sample sourced from our preferred supplier, a miner with a multi-decade track record of producing high grade concentrate. Longer term, the Company will assess the viability of developing its own graphite mining projects and creating a European vertically integrated graphite business.
The Company announced the results of the PFS on 10 March 2025 which anticipates an initial Phase 1 development to produce 25,000 tonnes per year of CSPG with the potential to increase output in Phase 2 to 75,000 tonnes per year. The planned annual production capacity can provide anode material for an estimated 357,000 electric vehicles per year in Phase 1 or 1,071,000 electric vehicles per year from the Phase 2 expansion.
The study demonstrated extremely robust economics with the Phase 1 development generating a Post-tax Net Present Value using a discount rate of 8% ("NPV8") of €924 million and post-tax Internal Rate of Return ("IRR") of 37% over 25 years. The initial capital cost for Phase 1 is estimated at €225 million with a pay-back period of 3 years from initial production and the project is forecast to generate €120 million of Free Cash Flow ("FCF") per year and €150 million of Earnings before Interest, Tax, Depreciation and Amortisation ("EBITDA") per year when in full production.
The Phase 2 expansion would offer further economic upside with a Post-tax NPV8 of €2.2 billion and post-tax IRR of 38% over 25 years and €361 million of FCF per year and €451 million of EBITDA per year when in full production.
Following the introduction of the Chinese export controls in December 2023, the Company has received interest from a number of international groups involved in the production and trade of battery minerals. Grafintec will continue to review opportunities to form strategic partnerships that can both fast-track development and mitigate technical and financing risks. In particular, as the Company advances the project into the next pilot testing and Definitive Feasibility Study ("DFS") phase, it will advance its discussions with potential strategic partners and off-takers. Grafintec has been successful in receiving grant funding to support the development of GAMP to date, €530,00 funding granted under Business Finland’s BATCircle 2.0 programme and a further €232,000 for the BATCircle 3.0. The Company will continue to review grant funding opportunities including applying for the project to be classified as an EU Strategic Project.
In Kosovo, Vardar is focused on its exploration work which aims to make discoveries of base and precious metals. The Company has a large and highly prospective land package in a region that has seen very limited exploration since the 1980s. The Mitrovica licence package surrounds the Stan Terg mine that was one of Europe’s largest lead/zinc mines. Highly anomalous base and precious metal values have been returned from soil and rock-chip sampling and drilling. To the north of the Mitrovica licence, the Company is exploring the Shala licence package in order to identify and refine exploration targets. In eastern Kosovo, the Company holds the Viti licences that host anomalous copper and gold values and have the potential to host lithium mineralisation. The focus of the current exploration programme is on refining existing exploration targets and identifying new areas of interest. The Company will continue to engage with potential partners for these projects, with the objective of the partner funding an accelerated exploration programme whilst the Company would retain exposure to any potential discoveries. Certain of the Vardar exploration licences, including Mitrovica and the Viti licences, are subject to renewal. Applications for these renewals have been submitted to, and formally lodged with the relevant authority in Kosovo although remain subject to formal approval.
The main purpose of the Capital Raise will be to finance the continued development of Kallak and the GAMP. The Rights Issue will also repay amounts advanced under the Bridge Loan. With sufficient funding available, further programmes will be considered at each of the Company’s projects.
Ed Bowie, Chief Executive Officer of Beowulf, commented:
"The Company delivered significant progress across the portfolio during 2024.
"We have demonstrated that Kallak has the potential to produce a market-leading concentrate, suitable for the use in green steel, and have significantly de-risked the project from technical and permitting perspectives. The positive interaction we have received through the Consultation Process is testament to the hard-work of the team and reinforces the progress we have made in building local stakeholder engagement. More work is required and we are not complacent about the future challenges in developing a project of this scale, but in the last year Kallak has evolved into a genuine development project.
"The GAMP PFS has demonstrated that we have a robust project both from technical and economic perspectives. We continue to engage with potential strategic partners and grant funding schemes, with the objective of supporting the next phase of GAMP’s development.
"However, the significant progress the Company has made across its core assets has not been reflected in the Company’s share price performance and the proposed Capital Raise will inevitably result in further equity dilution at a depressed valuation. Given the challenging markets, the Company’s Directors have sought to structure the transaction and position the Company in a way to ensure that, with the minimum net proceeds, the projects can be progressed, albeit at a reduced rate until at least the end of the year. It is pleasing that we have secured support from a number of institutional investors via the Placing and underlines the quality of our assets. If the Capital Raise is fully subscribed, we expect to be able to deliver the Kallak PFS and Environmental Permit application in addition to progressing with the GAMP pilot testing and sustain the Company further into 2026. I thank shareholders for their support to date and trust that you will continue to support the Company as we enter this exciting phase in our development."
Use of proceeds
The Placing has raised £1.0 million (SEK 13 million), before the deduction of transaction related costs and compensation to investors (see "Commitments in relation to the Capital Raise" below).
The Rights Issue, if fully subscribed, will provide the Company with the equivalent of approximately SEK 38 million (approximately £2.9 million) before deduction of transaction related costs and compensation to underwriters (see "Commitments in relation to the Capital Raise" below).
The UK Retail Offer, if fully subscribed, will amount to the equivalent of SEK 9 million (approximately £700,000) before deductions for transaction related costs.
With the minimum net proceeds from the Placing and the Rights Issue the Company intends to finance the following activities until Q1 2026 in summary:
Additional proceeds from the Placing, the Rights Issue and UK Retail Offer 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 anticipates that there will be sufficient funds to complete the Kallak PFS and environmental permit application and the working capital will cover the Company's operations further into 2026.
Details of the Placing
The Company and the Joint Brokers have entered into the Placing Agreement pursuant to which the Joint Brokers have, subject to certain conditions, procured subscribers for the Placing Shares at the Subscription Price. The Placing Agreement contains provisions entitling the Joint Brokers to terminate the Placing (and the arrangements associated with it), at any time prior to Admission (as defined below) in certain circumstances, including in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, or the occurrence of a force majeure event or a material adverse change affecting the financial position or business or prospects of the Company. If this right is exercised, the Placing will not proceed and any monies that have been received in respect of the Placing will be returned to the applicants without interest and Admission will not occur. The Company has agreed to pay the Joint Brokers a placing commission and all other costs and expenses of, or in connection with, the Placing. The Placing is not being underwritten by the Joint Brokers or any other person.
The Placing Shares are to be issued pursuant to the authorities sought from Shareholders at the GM and, therefore, the issue of the Placing Shares remains conditional upon, inter alia, the passing of the Resolutions (as defined below) at the GM.
Application will be made for the Placing Shares to be admitted to trading on the AIM market of the London Stock Exchange plc ("Admission"). It is expected that the issue of the Placing Shares will take place, Admission will become effective and that dealings in the Placing Shares will commence on or around 22 May 2025.
Commitments in relation to the Capital Raise
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). Subscriptions for Placing Shares shall be carried out at the Subscription Price.
Beowulf has received underwriting commitments from the Fenja Capital I A/S, Buntel AB, Oscar Molse, Wilhelm Risberg and Fredrik Lundgren (the "Underwriters"). The Underwriters have committed to the Company to the extent that SDRs in the Rights Issue are not subscribed up to SEK 15 million (approximately £1.1 million) to subscribe for the amount of SDRs required for the Rights Issue to be subscribed up to SEK 15 million. Subscription of SDRs according to the underwriting commitments shall be carried out at the Subscription Price.
A cash compensation of 14 per cent of underwritten amounts 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 amounts or as a combination of cash and SDRs. Furthermore, Initial Subscribers in the Placing are eligible for a commission of 10 per cent of the committed amount payable in Ordinary Shares after completion of the Capital Raise. For the avoidance of doubt, no compensation or commission will be paid on the subscriptions by the Board and/or executive and senior management pursuant to the Capital Raise.
If compensation or commission (as the case may be) is to be received in Ordinary Shares or SDRs, the Company will issue such additional Ordinary Shares or SDRs to the Underwriters or the subscribers in the Placing (as the case may be), after completion of the Capital Raise, at the Subscription Price.
The underwriting commitments and the declared intentions are not secured via bank guarantee, pledging or similar arrangements. If the Board has not resolved to proceed with the Capital Raise by 30 April 2025, then the Company is liable for 50 per cent of the cash compensation due to the Underwriters. The Board will also need to source alternative funding to pay back the Bridging Loan.
Management Participation and Related Party Transaction
Members of the Board and senior management have agreed, pursuant to direct subscription letters with the Company, to subscribe in the Placing for, in aggregate, the equivalent of approximately SEK 2.2 million (approximately £166,000) as follows:
| Name | Position | SEK | £ |
| Ed Bowie | Chief Executive Officer | 985,000 | 75,000 |
| Johan Röstin | Non-Executive Chairman | 350,000 | 27,000 |
| Mikael Schauman | Non-Executive Director | 250,000 | 19,000 |
| Christopher Davies | Non-Executive Director | 197,000 | 15,000 |
| Rasmus Blomqvist | Managing Director, Grafintec Oy | 400,000 | 31,000 |
The subscription from Ed Bowie (Chief Executive Officer), Chris Davies (Independent Non-Executive Director), Johan Rostin (Independent Non-Executive Chairman), Mikael Schauman (Independent Non-Executive Director) and Rasmus Blomqvist (Managing Director, Grafintec) 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 management participation to be fair and reasonable insofar as Beowulf's shareholders are concerned.
Bridge Loan
The Underwriters have also agreed to provide a Bridge Loan of, in aggregate, SEK 10 million (approximately £720,000) to the Company to ensure that it has sufficient financial resources to continue the work programmes on its projects and to provide working capital until after the completion of the Capital Raise. The Bridge Loans carry a monthly interest charge of 1.5 per cent and a commitment fee of 5 per cent and is required to be repaid with proceeds from the Capital Raise.
General Meeting
At the Company's annual general meeting in June 2024, the Shareholders passed resolutions which would allow the Company to allot approximately 7,768,958 Ordinary Shares for cash on a non-pre-emptive basis. This authority will be insufficient to allow the Capital Raise to complete and accordingly the Company is convening the General Meeting in order to seek approval from Shareholders to additional share authorities (the "Resolutions").
Timetable for the Capital Raise and additional information
The formal decision to proceed with the Capital Raise as well as an announcement of its full terms and conditions, inter alia, the proposed Subscription Price, number of SDRs and Ordinary Shares to be offered and the proposed timeline, is planned for 4 April 2025. The Subscription Price in the Capital Raise will be determined by the Board of Directors in consultation with its advisors and in line with the Underwriting Agreements which set the subscription price at a 30% discount to the TERP ("Theoretical Ex-Rights Price") based on the average daily weighted average price for the SDRs during a trading period of 10 days prior to the resolution by the Board of Directors. The Subscription Price in the Placing and the UK Retail Offer will be determined and based on an exchange rate conversion of the SDR Subscription Price. The subscription period for the Rights Issue will be between 16 April 2025 and 5 May 2025 and between 16 April 2025 and 2 May 2025 for the UK Retail Offer.
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 15 April 2025 and before the subscription period commences on Beowulf's website (https://beowulfmining.com/), Evli Plc's website (www.evli.com), Aqurat’s website (www.aqurat.se), as well as Finansinspektionen’s website (www.fi.se).
The Company values its UK investor base and therefore the purpose of the UK Retail Offer will be to allow Shareholders the opportunity to participate in the Capital Raise.
Once announced, Shareholders will be able to access the UK Retail Offer through the WRAP platform'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).
Advisers
In relation to the Placing, each of the Joint Brokers have been engaged by the Company. In connection with 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.
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
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.
