20 May
2024
Beowulf Mining plc
("Beowulf" or the
"Company")
Posting of Annual Report and
Notice of Annual General Meeting
Beowulf (AIM: BEM; Spotlight: BEO), the mineral
exploration and development company, announces that the Company's
annual report and accounts for the year ended 31 December 2023
("2023 Annual Report") and notice of the Company's 2024 Annual
General Meeting ("Notice of AGM") have been sent to shareholders
and are now available to view on the Company's website at
https://beowulfmining.com/agm-2024/.
The Annual General Meeting ("AGM") of the
Company will be held at 9:00 a.m. (UK) (10:00 CET) on Friday, 14
June 2024 at the 4 More London Riverside, London, SE1 2AU, United
Kingdom.
The Company encourages shareholders to submit
their voting instructions in advance by proxy whether or not they
intend to attend. The "Notes" section of the Notice of AGM provides
details on how to vote for Shareholders and holders of Swedish
Depository Receipt.
If any shareholder has a question they would
like to pose to the Board, this should be submitted to the Chairman
via the Company Secretary at: co-sec@oneadvisory.london by 9:00
a.m. (BST) on 7 June 2024 at the latest.
Share
Consolidation
Included within the Resolutions is a proposed
Share Consolidation. The Directors are of the view that it would
benefit the Company and Shareholders to reduce the number of
Existing Shares in issue with a resulting adjustment in the market
price of such shares, by consolidating the Existing Shares on the
basis of 1 New Share of £0.05 (5 pence) for every 50 Existing
Shares of £0.001 (0.1 of a penny) each.
The expected timetable of principal events
relating to the Share Consolidation is set out below:
|
Circular posted to Shareholders
|
20 May
2024
|
|
Latest time and date for receipt of Forms of
Proxy
|
9:00 a.m. on 12 June
2024
|
|
General Meeting
|
9:00 a.m. on 14 June
2024
|
|
Record Date for the Share
Consolidation
|
6:00 p.m. on 14 June
2024
|
|
Expected date on which the New Shares will be
admitted to trading on AIM
|
8:00 a.m. on 17 June
2024
|
|
Expected date on which CREST accounts credited
with New Shares
|
17 June
2024
|
|
Expected date by which definitive new share
certificates are expected to be despatched
|
within 10 Business
Days of Admission
|
To effect the consolidation, it will be
necessary to issue such minimum number of additional Existing
Shares so that the aggregate nominal value of the ordinary share
capital of the Company is exactly divisible by 50. It is therefore
proposed that in order to facilitate the consolidation, 21 new
Existing Shares will be issued to SP Angel Corporate Finance LLP
(the Company's joint broker) so that, immediately prior to the
consolidation, the Company's issued share capital will be exactly
divisible by 50. The 21 new Existing Shares will be issued at
market value immediately following the AGM (assuming that
resolution 9 (as set out in the Notice of AGM and being the
resolution to approve the Share Consolidation) is passed at the
AGM) and sold to the market along with the aggregation of any
fractional entitlements at the best price reasonably obtainable for
the benefit of the Company. Following the consolidation (assuming
the issue of the 21 new Existing Shares), the Company's issued
share capital will comprise 38,844,790 New Shares.
The Directors consider that a consolidation of
the Existing Shares provides greater flexibility for the Company
when issuing new equity and should help to minimise dilution to
Shareholders. In particular, Swedish Depositary Receipts ("SDR") in
Sweden can only be issued in multiples of SEK 0.01, with the
Company's last capital raise completed at a price of SEK 0.08 per
SDR. A decrease in the issue price by SEK 0.01 (for example to SEK
0.07), rather than an amount less than SEK 0.01, represents a
significant percentage decrease in price and increase in dilution.
Following completion of the proposed share consolidation, the
impact of a SEK 0.01 change in issue price would have a much lower
impact on this potential dilution.
Further details on the Share Consolidation can
be found in the Notice of AGM.
Total Voting
Rights
Application will be made for admission of the
21 new Existing Shares to be admitted to trading on AIM on or
around 24 May 2024. The new Ordinary Shares will rank pari
passu in all respects with the Company's existing Ordinary Shares.
Following Admission, the total number of Ordinary Shares in the
Company in issue will be 1,942,239,500. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company under
the FCA's Disclosure and Transparency Rules.
Defined terms used in this announcement carry
the same meanings as those ascribed to them in the Notice of AGM,
unless the context requires otherwise.
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive
Officer
ed.bowie@beowulfmining.com
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.