Eurobattery Minerals has announced its application for the Company´s Finnish Hautalampi project to become a Strategic Project under the new Critical Raw Materials Act (CRMA) recently approved by the European Union (EU). This initiative aims to contribute to the EU's objective of ensuring access to a secure, diversified, affordable, and sustainable supply of critical raw materials essential for strategic applications in various sectors, including the net-zero industry, digital industry, aerospace, and defence. This is an open call from the Directorate-General of the European Commission (DG GROW) to support strategic projects under CRMA and the initiative is intimately connected to the benchmarks set for the goals of EU 2030, for a sustainable Europe by that year.

The recognition of a project as a Strategic Project has several advantages, including streamlined and predictable permitting procedures and support in gaining access to finance.

“Eurobattery Minerals is committed to supporting the EU's efforts to secure the supply of critical raw materials. Our project aims to not only contribute to the EU's strategic goals but also to operate responsibly and sustainably, generating positive impacts for local communities and economies. This first open call to become a strategic project is a great opportunity for us, and also opens the door for future subventions under the umbrella of CRMA,” comments Roberto García Martínez, CEO of Eurobattery Minerals.

Background of the open call for Strategic Projects under CRMA
Under the CRMA, Strategic Projects are recognized as key instruments to enhance the security of the EU's supply of 17 strategic raw materials listed in Annex I of the Act. These materials include crucial elements such as cobalt, nickel, copper, tungsten, and other raw materials vital for modern technologies and industries. DG GROW aims to have a first set of strategic projects decided and published by the end of this year. The CRM Council meeting with the opening of the first call for proposals will take place after the entry into force of the CRMA regulation on May 23, as informed by DG GROW at the information day for potential applicants held on April 30. A timetable has been established for the Strategic Projects, highlighting the next steps:

• First cut-off date (August 2024)
• Completeness check (September 2024)
• Technical assessment (September 2024)
• CRM Board Meeting (November 2024)
• Commission decision for the list of Strategic Projects (December 2024).

There will be several assessment criteria for the strategic projects; need for the project to make a meaningful contribution to the security of the EU’s supply of critical raw materials, technical feasibility of the project and its sustainable implementation with a positive impact on the environment and societies. For projects in the EU, the benefits must be cross-border. During the assessment procedure, each application is evaluated by at least four individual experts who will assess four aspects: technical, financial, UNFC classification and ESG aspects.

Eurobattery Minerals´ initiatives for Hautalampi to become a strategic project
Eurobattery Minerals´ Hautalampi project aligns with the EU's objectives and aims to:

• Enhance the security of the EU's supply of critical raw materials, contributing to the benchmarks set for 2030
• Implement sustainable practices, including environmental impact monitoring and prevention, and socially responsible practices such as respect for human rights and labour rights
• Create cross-border benefits by involving undertakings from different EU Member States and potential off-takers located in multiple Member States

“Institutional support from the EU is important and if the permitting procedure becomes faster and more predictable for strategical projects, that would of course be great news for us. As might be expected, support in gaining access to finance and subventions would also be very positive, so we will put our best effort into this application process,” says Roberto García Martínez, CEO of Eurobattery Minerals.

Short about the Hautalampi battery mineral project
Our Finnish project has a pre-feasibility study from March 2023 and the Hautalampi ore reserves and minerals resources reserves have been classified in the highest categories as viable mining projects in the United Nations Framework Classification for Resources (UNFC). The Hautalampi mining permit (K7802) was registered in June 2023 and the Environmental Permit Application was submitted to the Finnish Authorities at the end of April 2024. More information about the Hautalampi project is available on our website: https://eurobatteryminerals.com/en/projects/hautalampi/.

The reason for bringing forward the publication of the interim report is to enable persons discharging managerial responsibilities, who are subject to trading ban during a 30-day period before the publication of the interim report, to exercise their warrants of series TO4 during the subscription period.

CEO Roberto García Martínez will be presenting the Company at an investor meeting on Tuesday 14 May 2024 at 5:00 PM CEST. Shareholders and other stakeholders have the opportunity to follow the presentation in real-time and ask questions to the Company during the subsequent Q&A session.

Registrations for the investor meeting are made on the following link: https://forms.gle/RU7t3nqEvTRwjCJFA. Please note that the investor meeting will be held in English.

IMPORTANT INFORMATION
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery in any jurisdiction, either from Eurobattery or from anyone else.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. A prospectus was produced by the Company in connection with the Rights Issue in which warrants of series TO4 and series TO5 were issued. The prospectus is kept available at, inter alia, the Company’s website.

• An investment of EUR 2.5 million in TSJ for an ownership stake of 51 per cent on a fully diluted basis.
• The full investment amount would primarily be used for the design and construction of a processing plant as well as working capital for the production start.
• The investment will, in combination with a letter of intent with an off-taker within the Sandvik Group, enable TSJ to start delivering tungsten material to Europe in 2025.
• Tungsten is a critical raw material used widely in industrial applications and in many important sectors, e.g. electronics and power industry, aeronautics, and the defence industries.
• The payment would be made in cash in two tranches of EUR 1.5 million and EUR 1.0 million respectively, where the Company would access its full ownership stake directly after the payment of the first tranche.
• The Company intends to complete both tranches of the investment in 2024.
• The investment is conditional on Eurobattery Minerals conducting satisfactory due diligence of TSJ and the parties agreeing to enter into an investment agreement, as well as the Company´s ability to obtain financing for the investment.

“This acquisition is a game changer for Eurobattery Minerals and it will transform the Company´s DNA. Tungsten is listed as a critical raw material by the EU and tungsten-enhanced steel is vital, for example, for the defence industry,” comments Roberto García Martínez, CEO of Eurobattery Minerals.

Information about TSJ and the tungsten project
TSJ is a Spanish mining entity engaging in the development of the San Juan wolfram deposit (Ourense, Galicia, Spain), a site with appreciable mineralisation of tungsten which has never been mined (the “Project”). The Project has all the necessary licences and contracts in place to commence production, including a letter of intent for an off-take agreement with Wolfram Bergbau und Hütten AG, an Austrian world-leading tungsten producer within the Swedish Sandvik Group.

The initial small-scale open pit production planned in 2025 is based on the proven reserves of 60,000 t @ 1.3% WO3 (78,000 MTU). With consideration of a potential extension of the open pit as well as the other potential reserves in the remaining numerous outcroppings of skarn, TSJ forecasts an initial mining objective for the Project in the order of at least 960,000 MTU, i.e. more than 12 times the size of the proven reserves.

The investment in brief
The investment of EUR 2.5 million through a new share issue is intended to enable the start of production in 2025. According to the business plan, the Project would yield positive cash flows within 12 months from the completion of the first tranche, with a payback period on the investment of 3.4 years (including the estimated 10-month plant construction time). Parts of the cash flows each year are intended to be recouped in dividends to the owners. The remainder will be re-invested in new drilling programs and further development with the ambition to realise the value-adding potential of the project, which TSJ anticipates being at least 12 times higher than the actual proven reserves. The distribution of the net profits will be determined over time, guided by the development of the Project, with the ambition to maximise shareholder value.

“This investment is transformative for Eurobattery Minerals as it will make the Company self-sufficient. The Project constitutes a fantastic opportunity to enable positive cash flows to the Company and it has a big value-adding potential, which could significantly increase the project value in the future. Considering the role of tungsten as a critical raw material and its applications within the aeronautics, space, and defence industries – as well as electronics and industrial applications – this investment aligns well with our mission to make Europe self-sufficient in responsibly mined minerals,” comments Roberto García Martínez, CEO of Eurobattery Minerals.

Eurobattery Minerals intends to explore the possibility of obtaining financing for the investment, for which the parties’ collective ambition is to complete the deal in 2024. The LOI gives Eurobattery Minerals exclusive rights for ninety calendar days to invest the majority stake in the Project.

Terms for the Warrants in brief

• Holders of Warrants of series TO4 have the right to subscribe for one (1) new share in the Company for each (1) held Warrant of series TO4 at a subscription price of SEK 0.40 per share.
• The number of outstanding Warrants of series TO4 is 33,268,890, which upon full subscription would imply an increase of 33,268,890 shares in the Company, from 103,131,838 shares to 136,400,728 shares, and an increase in the share capital of SEK 13,307,556.00, from SEK 41,252,735.20 to SEK 54,560,291.20.
• Upon full exercise of the Warrants, the Company will receive a maximum of approximately SEK 13.3 million before issue costs.
• The subscription period for the Warrants of series TO4 runs from 7 May to 21 May 2024.
• The last day of trading in Warrants of series TO4 is on 17 May 2024.
• The outcome is expected to be published on 23 May 2024.
• For existing investors who do not participate in the issue of shares by exercising Warrants, the dilution will be approximately 24.4 per cent upon full exercise of the outstanding Warrants of series TO4.

Other information
For investors that have their Warrants of series TO4 registered in a depository at a nominee, subscription, and payment by exercise of Warrants of series TO4 must be made in accordance with instructions from each respective nominee. Please contact your nominee for further information.

For investors that have their Warrants of series TO4 directly registered on a VP account, subscription, and payment by exercise of Warrants of series TO4 must be made according to instructions on the subscription form which is sent out by mail. The subscription form will also be available for download on the Company’s issue site, investors.eurobatteryminerals.com/en/warrants-series-to4/, Augment Partner AB’s offer site, www.augment.se/offerings/, and on Aqurat Fondkommission AB’s website, www.aqurat.se.

For more information about the Warrants of series TO4, please see the complete terms which are available for download on the Company’s issue site, investors.eurobatteryminerals.com/en/warrants-series-to4/.

Warrants of series TO5
Each one (1) warrant of series TO5 will entitle the holder to subscribe for one (1) new share during the exercise period commencing on 7 October and ending on 18 October 2024, at a price corresponding to 70 per cent of the volume-weighted average price of the Company’s share during the ten trading days between 20 September and 3 October 2024, but not less than SEK 0.40 per share and no more than SEK 0.52 per share.

Advisers
Augment Partners AB acted as financial adviser and Advokatfirman Schjødt acted as legal adviser in the transaction.

IMPORTANT INFORMATION
Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery Minerals in any jurisdiction, either from Eurobattery or from anyone else.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. A prospectus was produced by the Company in connection with the Rights Issue in which warrants of series TO4 and series TO5 were issued. The prospectus is kept available at, inter alia, the Company’s website.

“Submitting the application for the environmental permit is a critical milestone for Eurobattery Minerals and we have now taken a major step towards mining operations in Finland,” said Roberto García Martínez, CEO of Eurobattery Minerals.

Roberto García Martínez continued:
“As a result of previous analyses, we know that there is a great economic outlook for the cobalt, nickel, and copper mine. In addition to the financial aspects, the Finnish mine is also a great opportunity to increase Europe’s self-sufficiency when it comes to responsible mined battery minerals.”

The application covers all aspects needed to start and operate the mine
The environmental permit application includes all essential aspects of an operational mine at the Hautalampi project, for example, underground mining operations for ore and waste rock, crushing operations for ore and waste rock usage for construction. Furthermore, it also covers an application for producing metal concentrates, discharge treatment, handling mining waste, implementing mine backfilling, and depositing extractive waste in extractive waste areas. In addition, the environmental permit application also covers aspects regulated by the Finnish Environmental Protection Act (Ympäristönsuojelulaki 527/2014).

“We look forward to working closely with the authorities in Finland to ensure a smooth and quick environmental permit process and expect a positive outcome. In parallel with this process, we are continuing the discussions and development of off-take agreements that are related to the work with the bankable feasibility study,” said Roberto García Martínez.

As the company waits for the outcome of the environmental permit application, Eurobattery Minerals will continue with the work according to the company´s plans. These include the finalisation of the 100 per cent acquisition of FinnCobalt Oy and continuing with the detailed engineering of the next phases. The Company will also continue the discussions and development of off-take and equipment agreements which is part of the preparatory work for the bankable feasibility study.

About the Hautalampi Battery Mineral Project

The Hautalampi project is located 345 km from Helsinki, in the well-known Outokumpu Mining Camp Area. The Hautalampi project is located in the same region as the well-renowned Keretti mine where approximately 28.5 million tonnes of copper ore were mined between 1912–1989. The project consists of one mining concession covering 277 hectares with exposure towards cobalt, nickel, and copper.

The Outokumpu municipality has evolved from a mining town into an industrial centre. Therefore, this is an excellent location for mining operations, with strong local support for mining.

The Hautalampi project is ideally positioned for the burgeoning EV battery manufacturing market in northern Europe, and there are strong technical fundaments for the processing and production of commercial Co-Ni concentrate and Cu concentrate.

The target operational figures, as they appear in the pre-feasibility study from March 2023, indicate that Eurobattery Minerals will produce around 500,000 tonnes of ore per annum, with an expected mine life of +12 years. The total capital expenditure is estimated at EUR 65 million, and the payback period is 4.6 years. The mining project is expected to have a concentrate production of Cu-conc. 25% of 5,000 tonnes per annum and Ni/Co-conc. Ni 7%/Co 1.9% of 21,000 tonnes per annum.

The company will provide the environmental permit application to the Finnish Environmental Authority and following this, have a meeting with the agency in mid-April. After the April meeting, Eurobattery Minerals will follow the instructions and procedural steps indicated by the Finnish Authority.

“We are looking forward to submitting the environmental permit application and work alongside the authorities to ensure a smooth and quick process,” said Roberto García Martínez, CEO of Eurobattery Minerals.

 The research has been carried out as an essential part and as a standard procedure of the environmental permit process to determine possible risks associated with groundwater moving in shear zones in and out of the mine and the deposit. With the analysis ready, it can be concluded that the shear zones follow the geology of the bedrock, and no larger dominant shear zones were found, i.e., the bedrock conditions in Hautalampi are favorable for mining operations.

“As the Hautalampi project is located on an old mining ground, we knew already that the geology was suitable for further mining. Yet, the results from the geophysical tests further cement that our Hautalampi battery minerals mine project has all the preconditions to be an important source of responsibly mined battery minerals. With the test results in hand, we will proceed with the environmental permit application as planned,” said Roberto García Martínez, CEO of Eurobattery Minerals.

“In Q4, we at Eurobattery Minerals have been working to accelerate the development of our Hautalampi battery mineral mine project, for example, by preparing the application for an environmental permit in Q1-2024 and by continuing to work on the finalization of the project acquisition, which is planned to take place during 2024. With these plans, we are laying the foundation for the start of the project’s construction phase and the subsequent mining operations”, comments Roberto García Martínez, CEO of Eurobattery Minerals, regarding the fourth quarter 2023.

Strategic and operational highlights Q4 2023

• In October, Eurobattery Minerals announced that it will not renew its exploration licenses for its seven Swedish assets when the permits expire. The decision will enable Eurobattery Minerals to focus on projects which are in the more advanced stages to create better shareholder value.

• In October, Eurobattery Minerals announced its partnership with the Research Center for Smart Exploration led by Uppsala University in Sweden. It is a multidisciplinary centre that will research the exploration and refinement of metals and minerals.
• In November, Eurobattery Minerals decided on a rights issue of approximately SEK 29.3 million and undertakes to carry out a convertible issue of SEK 5.0 million. The Rights issue was secured to approximately SEK 22.0 million, corresponding to 75.0 per cent of the Rights issue, by subscription and underwriting commitments.

• In December, the Extraordinary General Meeting was held on the 27th and resolved, inter alia, to approve the board of directors’ resolution on a rights issue of units and other related proposals, as well as the election of a new board member, namely Eckhard Cordes.

Key financial figures for Q4 2023

• Net sales amounted to SEK 0 (Q4 2022: SEK 0).
• Operating income after depreciation/amortisation and financial items totalled SEK -4,649 thousand (Q4 2022: SEK -3,881 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.97 (Q4 2022: SEK -0.23).
• Earnings per share after financial items after dilution amounted to SEK -0.97 (Q4 2022: SEK -0.23).
• Cash flow from operating activities was SEK 8,906 thousand (Q4 2022: SEK -5,751 thousand).

Key financial figures for the full year 2023

• Net sales amounted to SEK 0 (FY 2022: SEK 0).
• Operating income after depreciation/amortisation and financial items totalled SEK -23,055 thousand (FY 2022: SEK -20,138 thousand).
• Earnings per share after financial items before dilution amounted to SEK-1.33 (FY 2022: SEK -1.28).
• Earnings per share after financial items after dilution amounted to SEK-0.60 (FY 2022: SEK -1.22).
• Cash flow from operating activities was SEK 1,253 thousand (FY 2022: SEK 4,439 thousand).
• The Board of Directors does not intend to propose any dividend to the upcoming Annual General Meeting

Significant events after the period

• In January, the company announced process design for the concentration plant at its battery mineral mine project in Hautalampi. The plant is designed to produce annually 21,000 tonnes of Ni 7%/Co 1.9% concentrate and 5,000 tonnes of Cu 25% concentrate during the anticipated 12 years of mining at the site. The designed capacity of the plant is 500,000 tonnes per annum.
• Also, in January, Eurobattery Minerals published the preliminary and final outcomes for the rights issue. The final outcome showed that 28,288,738 units were subscribed for, corresponding to a subscription rate of approximately 77.3 per cent. Eurobattery thereby receives total issue proceeds of approximately SEK 22.6 million (of which SEK 1.6 million is obtained through set-off of debts) before issue costs.

Detailed financial information
The Q4 report for 2023 of Eurobattery Minerals AB is available for download at the Company’s website and can be viewed in the attachment of the release (see below).

Eurobattery Minerals AB’s (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) rights issue of units has been registered with the Swedish Companies Registration Office. The last day for trading in paid subscribed units (“BTU”) is on 7 February 2024. Euroclear’s record date for conversion from BTU to shares and warrants is on 9 February 2024. The new shares and warrants are expected to be distributed to the respective shareholder’s VP account/depot on 13 February 2024. The first day of trading of the warrants of series TO4 (Ticker: BAT TO4) is on 13 February 2024 and they will be traded until and including 17 May 2024. The first day of trading of the warrants of series TO5 (Ticker: BAT TO5) is on 13 February 2024 and they will be traded until and including 16 October 2024.

Terms for the Compensation issue

In connection with the Rights issue, it was communicated that the Rights issue was covered by underwriting commitments amounting to a total of approximately SEK 20.4 million. In accordance with the underwriting agreements, underwriting commitments entitled to underwriting remuneration corresponding to fifteen (15) per cent of the underwritten amount in cash or twenty (20) per cent of the underwritten amount in units. Several underwriters have chosen to receive their remuneration in the form of units in the Company, and due to this, Eurobattery’s Board of Directors has today decided on a directed Compensation issue of a total of 4,980,152 units, corresponding to approximately SEK 4.0 million, to said underwriters.

The subscription price in the Compensation issue corresponds to the subscription price in the Rights issue and was determined through negotiations between the underwriters and the Company, in consultation with advisors and through analysis of several market factors. The Board of Directors’ assessment is therefore that the subscription price is at market, with consideration of current market conditions.

The reason for the deviation from the shareholders’ pre-emptive right is to fulfil the Company’s commitments to the underwriters as a cause of the entered underwriting agreements. Payment in the Compensation issue shall be made by offsetting the underwriters’ claim for underwriting remuneration.

Through the Compensation issue, the number of shares in Eurobattery will increase by 9,960,304, from 93,171,534 to 103,131,838. The share capital will thereby increase by SEK 3,984,121.60, from SEK 37,268,613.60 to SEK 41,252,735.20. The Compensation issue thus entails a dilution effect on the Company’s share of approximately 9.7 per cent.

Through the Compensation issue, 4,980,152 warrants of series TO4 and 4,980,152 warrants of series TO5 are issued. If all outstanding warrants of series TO4 and TO5, including the warrants issued through the Rights Issue, are exercised for subscription of new shares in the Company, the number of shares will increase by an additional 66,537,780 shares, entailing an increased dilution of approximately 39.2 per cent, of which a maximum of approximately 5.9 per cent is attributable to the warrants issued through the Compensation issue.

All units in the Compensation issue have been subscribed for and allotted to underwriters who have chosen to receive underwriting compensation in the form of units.

Terms for the Convertible issue

The Company has an outstanding debt as a result of a convertible debenture with a nominal value of SEK 10.0 million which was issued to Formue Nord Fokus A/S as a result of a resolution by the Extraordinary General Meeting on 30 November 2022 and which entitled the holder to conversion of up to 2,500,000 new shares in the Company at a conversion price of SEK 4.00 per share. In connection with the Rights issue, the Company has undertaken to repay the whole outstanding debt including interest, of which approximately SEK 6.6 million is paid in cash and the remaining amount is offset against Convertible notes in the Convertible issue.

The terms of the Convertible issue, including the conversion price, have been established through negotiations at arm’s length with Formue Nord Fokus A/S and are deemed by the Board of Directors to be at market. The main conditions for the Convertible issue are stated below:

• 5,000,000 Convertible notes with a total nominal value of SEK 5.0 million, which carries the right to convert to 10,416,666 new shares until 9 August 2025 at a conversion price of SEK 0.48.
• Minimum conversion amount of SEK 1.0 million per occasion.
• To the extent that conversion has not occurred, the loan must be repaid in full on 9 August 2025 at the latest.
• The Convertible notes carry an annual interest of 12 per cent plus STIBOR 3M, to be paid on a quarterly basis and on the final due date.
• Upon full conversion of the Convertible notes, the number of shares will increase by 10,416,666 shares, implying a maximum dilution of approximately 10.1 for the existing shareholders.
• The total subscription price for the Convertible notes amounts to 95 per cent of the total nominal amount. Payment shall be made by offsetting Formue Nord Fokus A/S’s claim under the previous convertible.
• In the event that the Company carries out a directed issue of shares, the holder of the convertible loan has the right, during a period of 10 days, to convert the entire loan amount at a conversion price corresponding to the issue price in the directed issue.

Formue Nord Fokus A/S has subscribed for and been allotted all Convertible notes in the Convertible issue.

The reason for the deviation from the shareholders’ pre-emptive right is an agreement with Formue Nord Fokus A/S regarding a liquidity-efficient repayment of the outstanding debt as a result of the previous convertible debenture. The Board of Directors has considered the possibility of financing the repayment of the outstanding debt by carrying out a larger rights issue of shares than the Rights issue, or through a rights issue of convertible notes, but has made the assessment that such a rights issue would probably not be fully subscribed. Obtaining underwriting for such a rights issue would be costly for the Company. The Board of Directors’ overall assessment is thus that the Convertible issue constitutes the most efficient financing of the repayment of the outstanding debt to Formue Nord Fokus A/S and is beneficial for the Company and its shareholders.

The subscription price for the Convertible notes has been determined through negotiations with Formue Nord Fokus A/S at arm’s length, in consultation with advisors and through analysis of several market factors and is deemed by the Board of Directors – in light of the agreement – to be at market.