Beowulf Mining PLC Regulatory News (BEM)

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN BEOWULF MINING PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF BEOWULF MINING PLC.

9 February 2023

Beowulf Mining plc

("Beowulf" or the "Company")

Subscription period in Beowulf's Rights Issue of Swedish Depository Receipts begins today

Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, is pleased to announce that, further to the announcement of 25 January 2023, the subscription period for the Company's rights issue of Swedish Depository Receipts ("SDR") ("Rights Issue") begins today, 9 February 2023. The subscription period runs until 23 February 2023 (5.00 p.m. Swedish time). The Rights Issue amounts up to approximately SEK 85.5 million (gross) at a subscription price of SEK 0.27 per new SDR. The Prospectus and investment folder connected to the Rights Issue are available at Beowulf's website (https://beowulfmining.com), the Spotlight Stock Market (https://spotlightstockmarket.com) and Sedermera Corporate Finance (www.sedermera.se).

Background:

Beowulf is conducting the Rights Issue on a pre-emptive basis of up to approximately SEK 85.5 million in total (gross). Beowulf has received underwriting commitments of up to 70 per cent (approximately SEK 60 million) of the Rights Issue.The Rights Issue is part of a larger capital raise of up to approximately SEK 115 million (approximately £9.1 million) with parallell offers of ordinary shares to retail investors in the UK and to the Company's Board of Directors and Senior Management (the "Capital Raise").

The main purpose of the Rights Issue is 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. 

Presentation:

The Company's CEO, Kurt Budge, will present Beowulf, its assets and prospects, as well as the Rights Issue, through a broadcasted presentation at Aktieportföljen Live on 15 February 2023. The exact time and link to the video stream will be announced in due course.

Summary of the Rights Issue

· Subscription period: 9 February 2023 - 23 February 2023 (ends at 5:00 p.m. Swedish 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 have preferential rights to subscribe for New SDRs in relation to their existing holdings of SDRs. Qualifying SDR Holders have received 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. 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 (the accounts based system for clearing and settlement of securities maintained by Euroclear Sweden).

Instructions to SDR holders who have received Swedish subscription rights in Beowulf:

You can have your SDRs in Beowulf registered in two ways:

1. In a securities custody account with a bank or other nominee (for example, Avanza or Nordnet), in an investment savings account (Sw. Investeringssparkonto) or endowment account (Sw. Kapitalförsäkring). Your SDRs are thereby nominee registered.

2. In a VP-account (direct registered holding).

If your SDRs are nominee registered, option 1 above.

Usually, you just need to log in to your depository to get instructions on how to subscribe. If you cannot find these instructions, please contact your nominee and they will help you. Please note that in the case of subscription rights being exercised via a bank or a nominee, it is recommended to do so early in the subscription period as banks and nominees may have different deadlines for the subscription deadline.

If your SDRs are directly registered, option 2 above.

a. Pre-printed issue account statement

You have received a pre-printed issue account statement which shows the number of Swedish subscription rights received and the number of new SDRs that can be subscribed for. In case you want to use all Swedish subscription rights received, please manage cash payment in accordance with the payment account statement.

b. Subscription with preferential rights

In the event that subscription rights are acquired or sold, or if you for other reasons intend to use a different number of subscription rights than stated in the issue report from Euroclear Sweden AB, application with support of subscription rights must be made via Nordic Issuing's platform https://minasidor.nordic-issuing.se/.

Application for subscription by payment must be made in accordance with the instructions provided on the platform. The issue report from Euroclear Sweden AB shall therefore not be used.

Please note: Swedish subscription rights must be exercised no later than 23 February 2023 (5.00 p.m. Swedish time) or sold no later than 20 February 2023, in order not to become void or lose their value.

Further information on how to subscribe in the Rights Issue can be found in the investment folder available at Beowulf's website (https://beowulfmining.com), the Spotlight Stock Market (https://spotlightstockmarket.com) and Sedermera Corporate Finance (www.sedermera.se).

Enquiries:

Beowulf Mining plc

Kurt Budge, Chief Executive Officer, Tel: +44 (0) 20 7583 8304

Sedermera Corporate Finance AB

Tel: +46 (0) 40-615 14 10

SP Angel Corporate Finance LLP

Ewan Leggat / Stuart Gledhill / Adam Cowl

Tel: +44 (0) 20 3470 0470

Bird & Bird Advokat KBTel: +46 (0)8 506 320 00

BlytheRayTim 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 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.