Invitation to the Company’s investor meeting
The CEO of Eurobattery, Roberto García Martínez, will be presenting the Company at an investor meeting on Monday 15 January 2024 between 5:00–6:00 PM CET. 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 or, alternatively, watch the event afterwards on Financial Hearings’ webcast.

Registrations for the investor meeting are made on the following link: https://ir.financialhearings.com/eurobattery-minerals-2024. The webcast offers availability to ask written questions.

If you wish to ask oral questions through teleconference, please register on the following link: https://conference.financialhearings.com/teleconference/?id=5001875. After the registration, you will be provided with phone numbers and a conference ID to access the conference with the option to ask questions.

Please note that the investor meeting will be held in English.

The terms in brief

• Subscription price: SEK 0.80 per unit (SEK 0.40 per share, the warrants are obtained free of charge).
• Gross volume: Approximately SEK 29.3 million in the event of a full subscription in the Rights issue, and an additional approximately SEK 29.3–36.6 million in the event of full exercise of the corresponding warrants.
• Terms: One (1) share held on the record date gives one (1) unit right. One (1) unit right entitles to subscription for one (1) unit. One (1) unit consists of two (2) shares, one (1) warrant of series TO4 and one (1) warrant of series TO5.
• Trading in unit rights at NGM Nordic SME: 8 January – 17 January 2024.
• Subscription period: 8 January – 22 January 2024.
• Estimated date for announcement of the outcome of the Rights issue: 24 January 2024.
• Securement: 75.0 per cent (approximately SEK 22.0 million) through subscription commitments and underwriting commitments. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.

The terms and conditions of the Rights issue are included in the Company’s EU growth prospectus, which was published on 3 January 2024. The prospectus and subscription form are available on the Company’s issue site, https://investors.eurobatteryminerals.com/en/rights-issue-2024/, during the subscription period.

Advisers
Augment Partners AB is acting as the financial advisor and Advokatfirman Schjødt is acting as the legal advisor to the Company in connection with 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 in any jurisdiction, either from Eurobattery or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights issue which is described in this press release has been registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available, among other things, on Eurobattery’s website.

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.

EU growth prospectus
In connection with the Rights issue, the Board of Directors of Eurobattery has prepared an EU growth prospectus which today has been approved and registered by the Swedish Financial Supervisory Authority and subsequently published by the Company. The Prospectus is available for download on the Company’s issue site, https://investors.eurobatteryminerals.com/en/rights-issue-2024/, Augment Partners AB’s offer site, https://www.augment.se/offerings/, and on Aqurat Fondkommission AB’s website, https://aqurat.se/. Subscription forms will be available on the websites mentioned above before the subscription period starts on 8 January 2024. The Prospectus will also be made available on the Swedish Financial Supervisory Authority’s website, https://www.fi.se/en/.

The terms in brief

• Subscription price: SEK 0.80 per unit (SEK 0.40 per share, the warrants are obtained free of charge).
• Gross volume: Approximately SEK 29.3 million in the event of a full subscription in the Rights issue, and an additional approximately SEK 29.3–36.6 million in the event of full exercise of the corresponding warrants.
• Terms: One (1) share held on the record date gives one (1) unit right. One (1) unit right entitles to subscription for one (1) unit. One (1) unit consists of two (2) shares, one (1) warrant of series TO4 and one (1) warrant of series TO5.
• Trading in unit rights at NGM Nordic SME: 8 January – 17 January 2024.
• Subscription period: 8 January – 22 January 2024.
• Estimated date for announcement of the outcome of the Rights issue: 24 January 2024.
• Securement: 75.0 per cent (approximately SEK 22.0 million) through subscription commitments and underwriting commitments. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.

The terms and conditions of the Rights issue are included in the Company’s EU growth prospectus.

Advisers
Augment Partners AB is acting as the financial advisor and Advokatfirman Schjødt is acting as the legal advisor to the Company in connection with 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 in any jurisdiction, either from Eurobattery or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights issue which is described in this press release has been registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available, among other thigs, on Eurobattery’s website.

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.

Rights issue and related resolutions

The Extraordinary General Meeting resolved to approve the board of directors’ resolution from 22 November 2023 on a rights issue of not more than 36,594,058 units with preferential rights for the Company’s existing shareholders with a subscription price of SEK 0.80 per unit, corresponding to SEK 0.40 per share. Each unit consists of two (2) shares, one (1) warrant of series TO4 and one (1) warrant of series TO5. The record date for participation in the rights issue is set for 4 January 2024. Through the rights issue, the Company’s share capital can increase by a maximum of SEK 58,550,492.80 provided that the rights issue is fully subscribed and all warrants of series TO4 and TO5 are exercised to subscribe for shares.

The Extraordinary General Meeting further resolved, in accordance with the board of directors’ proposals:

• to amend the share capital limits in the Company’s articles of association and to reduce the share capital to decrease the quota value of the shares to facilitate the resolved rights issue of units; and
• to amend the limits for the share capital and the number of shares in the Company’s articles of association to facilitate the resolved rights issue of units.

Determination of the number of board members

The Extraordinary General Meeting resolved, in accordance with the shareholder Johan Jonsson’s (the “Shareholder”) proposal, that the number of board members, for the period until the end of the next Annual General Meeting, shall be four, without any deputy board members.

Determination of remuneration to be paid to the board members

The Extraordinary General Meeting resolved, in accordance with the Shareholder’s proposal, that an aggregate annual fee of SEK 490,000 shall be paid to the board members, of which SEK 250,000 to the chairman of the board and SEK 80,000 to each of the other board members elected by the general meeting. The remuneration shall be paid proportionally in relation to the duration of the mandate period each board member held the assignment.

Election of board members and chairman of the board

The Extraordinary General Meeting resolved, in accordance with the Shareholder’s proposal, to re-elect Henrik Johannesson, Jan Olof Arnbom and Roberto Garcia Martinez as board members, and to elect Eckhard Cordes as new board member, all for the period until the end of the next Annual General Meeting. The Extraordinary General Meeting further resolved, in accordance with the Shareholder’s proposal, to re-elect Henrik Johannesson as chairman of the board.

Authorisation for the board of directors to resolve on new issuances

The Extraordinary General Meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors to, on one or several occasions until the next Annual General Meeting, with our without deviation from the shareholders’ preferential rights, against payment in cash, non-cash consideration or through set-off, resolve on new issues of shares, convertibles or warrants corresponding to 40 percent of the total number of shares in the Company as of the date the board of directors makes a resolution by virtue of the authorisation for the first time.

The new limits for the share capital and the number of shares in the articles of association

The new limits for the share capital and the number of shares in the Company’s articles of association, in accordance with the resolutions passed at the Extraordinary General Meeting, shall be a minimum of SEK 33,600,000 and a maximum of SEK 134,400,000 for the share capital, and a minimum of 84,000,000 and a maximum of 336,000,000 for the number of shares in the Company.

Eckhard Cordes, born in 1950, is a highly regarded business leader in Europe with extensive experience in the automotive industry. He holds a doctoral degree in business from the University of Hamburg. His previous positions include various executive roles such as CEO of the Mercedes Car Group and Member of the executive board of Daimler, and Board member of SKF, Rheinmetall, and Volvo AB. Currently, he serves as Partner at Cevian Capital and EMERAM Capital Partners, as well as the Chairman of the Board at Bilfinger SE.

At present, Eckhard Cordes holds 460,000 shares in the Company. According to the Board of Directors’ assessment, Eckhard Cordes is considered independent in relation to the Company, its management, and the Company’s major shareholders.

Participation in the general meeting
Shareholders who wish to participate in the general meeting must (i) be recorded in the share register maintained by Euroclear Sweden AB on 15 December 2023 and (ii) no later than 19 December 2023 give notice by post to Advokatfirman Schjødt, att. Hugo Rathsman, Box 715, 101 33 Stockholm or by e-mail to ir@eurobatteryminerals.com. When providing such notice, the shareholder should set forth the name, address, telephone number (daytime), personal/corporate identity number and the number of shares held.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. A proxy form is available on the company’s webpage, www.investors.eurobatteryminerals.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Advokatfirman Schjødt, att. Hugo Rathsman, Box 715, 101 33 Stockholm or by e-mail to ir@eurobatteryminerals.com, so that it is received no later than on 19 December 2023.

Nominee-registered shares
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of 15 December 2023 to be entitled to participate in the general meeting. Such registration may be temporary (so called voting right registration). A shareholder who wishes to register its shares in its own name must, in accordance with the nominee’s procedures, request that the nominee carries out such voting right registration. Voting right registrations completed no later than 19 December 2023 are taken into account when preparing the meeting’s register of shareholders.

Proposed agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination whether the meeting has been duly convened
7. Resolutions to amend the articles of association and to reduce the share capital in order to enable the proposed issuance of units under item 8
   1. The board of directors’ proposal to amend § 4 of the articles of association
   2. The board of directors’ proposal to reduce the share capital
8. Resolutions to amend the articles of association and on a issue of units with preferential rights for the company’s shareholders
   1. The board of directors’ proposal to amend § 4 and § 5 of the articles of association
   2. Approval of the board of directors’ resolution on an issue of units with preferential rights for the shareholders
9. Determination of the number of board members
10. Determination of renumeration to be paid to the board members
11. Election of board members and chairman of the board
12. Authorisation for the board of directors to resolve on new issuances
13. Closing of the meeting

PROPOSALS FOR RESOLUTION

Item 7 – Resolutions to amend the articles of association and to reduce the share capital in order to enable the proposed issuance of units under item 8
General information regarding the board of directors’ proposal under item 7
To enable the execution of the board of directors’ resolution on an issuance of units in accordance with item 8, the board of directors proposes that resolutions be passed at the general meeting in respect of a share capital reduction and amendments to the limits of the share capital in the articles of association. The items 7 a) – b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with item 8. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 7 a) – The board of directors’ proposal to amend § 4 of the articles of association
To enable the reduction of the share capital under item 7 b), the board of directors proposes that the general meeting resolves that the share capital limits in § 4 of the articles of association be amended as follows.

§ 4 in the articles of association is proposed to have the following wording.

Current wording
The share capital may not be less than SEK 25,000,000 and no more than SEK 100,000,000.

Proposed wording
The share capital may not be less than SEK 14,500,000 and no more than SEK 58,000,000.

Item 7 b) – The board of directors’ proposal to reduce the share capital
The board of directors proposes that the general meeting resolves on a reduction of the company’s share capital by SEK 21,956,434.80. The reduction shall be made without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares to enable the issuance proposed under item 8. Following the reduction, the company’s share capital will amount to SEK 14,637,623.20 divided between 36,594,058 shares in total (prior to the issuance of units), each share having a quota value of SEK 0.40.

The board of directors’ statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The effect of the board of directors’ proposal is that the company’s share capital is reduced by SEK 21,956,434.80 from SEK 36,594,058 to SEK 14,637,623.20. The new issuance of units, pursuant to item 8, increases the share capital by up to SEK 29,275,246.40. By carrying out new issuance of units at the same time as the share capital reduction, the share capital increases by at least the reduction amount. The company may thus execute the reduction without approval from the Swedish Companies Registration Office or public court, since the measures taken together do not result in a decrease in the company’s restricted equity nor share capital.

Item 8 – Resolutions to amend the articles of association and on a issue of units with preferential rights for the company’s shareholders
General information regarding the board of directors’ proposals under item 8
To enable the registration of the resolution on an issuance of units under item 8 b) below, the board of directors proposes that the general meeting resolves that the limits to the share capital in § 4 and the number of shares in § 5 of the articles of association be amended.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

The items 8 a) – b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 8 is conditional upon that the meeting also resolves in accordance with item 7.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 8 a) – The board of directors’ proposal to amend § 4 and § 5 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

Current wording
The share capital may not be less than SEK 14,500,000 and no more than SEK 58,000,000.

Proposed wording
The share capital may not be less than SEK 33,600,000 and no more than SEK 134,400,000.

§ 5 in the articles of association is proposed to have the following wording.

Current wording
The number of shares may not be fewer than 25,000,000 or more than 100,000,000.

Proposed wording
The number of shares may not be fewer than 84,000,000 or more than 336,000,000.

Item 8 b) – Approval of the board of directors’ resolution on an issue of units with preferential rights for the shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution to carry out a new issue of units consisting of shares and warrants of series TO4 and warrants of series TO5 with preferential rights for the company’s shareholders. Each unit consists of two (2) shares, one (1) warrant of series TO4 and one (1) warrant of series TO5. For the resolution, the following conditions shall otherwise apply.

1. A maximum of 73,188,116 shares may be issued, entailing an increase in the share capital of no more than SEK 29,275,246.40. A maximum of 36,594,058 warrants of series TO4 may be issued, entailing an increase in the share capital of no more than SEK 14,637,623.20 if all warrants are exercised. A maximum of 36,594,058 warrants of series TO5 may be issued, entailing an increase in the share capital of no more than SEK 14,637,623.20 if all warrants are exercised.

2. Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 4 January 2024 shall receive one (1) unit right for each share held in the Company. One (1) unit right shall entitle to subscription for one (1) unit.

3. The price for each new share is SEK 0.40, the subscription price per unit thus amounts to SEK 0.80.

4. The warrants are issued without consideration. The terms and conditions for the warrants are available on the company’s website.

5. The record date for participation in the new issue of units with preferential rights shall be 4 January 2024.

6. In the event that not all units are subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the new issue of units, resolve on the allotment of units to those who have subscribed for units without the support of unit rights in accordance with the following allotment principles:

• Firstly, allotment shall be made to those who have subscribed for units through unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in proportion to the number of unit rights each subscriber exercised for subscription and, to the extent this is not possible, by drawing lots.

• Secondly, allotment shall be made to others who have subscribed for units without the support of unit rights, and, in the event that they cannot receive full allotment, in proportion to the number of units each subscriber subscribed for and, to the extent this is not possible, by drawing lots.

• Thirdly and finally, any remaining units shall be allotted to the guarantors who have entered into guarantee commitments in proportion to the size of the guarantee commitment and, to the extent this is not possible, by drawing lots.

7. Subscription of units through unit rights shall take place through simultaneous cash payment during the period from 8 January 2024 to and including 22 January 2024. Subscription of units without the support of unit rights shall take place during the same period on a separate subscription list. Payment for units subscribed for without the support of unit rights must be made in cash no later than the second banking day after the settlement note showing the allotment of units has been sent out.

8. The board of directors shall be entitled to extend the subscription and payment period.

9. The new shares entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after the registration of the new shares with the Swedish Companies Registration Office and the subsequent entry of the shares in the company’s share register kept by Euroclear Sweden AB.

10. New shares issued as a result of exercise of the warrants of series TO4 and the warrants of series TO5 entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed.

11. It was noted that the board of directors has the right to resolve on payment by set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.

The CEO or a person appointed by the CEO shall be authorised to make any minor adjustment required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

Item 9 – Determination of the number of board members
Johan Jonsson (the “Shareholder“) proposes that the number of board members, for the period until the end of the next annual general meeting, shall be four, without any deputy board members.

Item 10 – Determination of renumeration to be paid to the board members
The Shareholder proposes that an aggregate annual fee of SEK 490,000 shall be paid to the board members, of which SEK 250,000 to the chairman of the board and SEK 80,000 to each of the other board members elected by the general meeting. The remuneration shall be paid proportionally in relation to the duration of the mandate period each board member held the assignment.

Item 11 – Election of board members and chairman of the board
The Shareholder proposes re-election of Henrik Johannesson, Jan Olof Arnbom and Roberto Garcia Martinez as board members, all for the period until the end of the next annual general meeting. The Shareholder proposes re-election of Henrik Johannesson as chairman of the board. Furthermore, the Shareholder proposes election of a fourth board member. The Shareholder intend to come back with proposal for a new fourth board member on the extraordinary general meeting at the latest.

Item 12 – Authorisation for the board of directors to resolve on new issuances
The board of directors proposes that the general meeting resolves to authorise the board of directors to, on one or several occasions until the next annual general meeting, with our without deviation from the shareholders’ preferential rights, against payment in cash, non-cash consideration or through set-off, resolve on new issues of shares, convertibles or warrants corresponding to 40 percent of the total number of shares in the Company as of the date the board of directors makes a resolution by virtue of the authorisation for the first time.

The board of directors or the CEO shall have the right to make the minor adjustments in this resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office.

A valid resolution requires the support of shareholders who represent at least two thirds of both the votes cast and the shares represented at the general meeting.

Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Documents
Documents according to the Swedish Companies Act will be available for shareholders at the Company and on the Company’s website as above, no later than two weeks before the general meeting. All of these documents will also, without charge, be sent to shareholders who so request and state their address.

Processing of personal data
For information on how personal data is processed in connection with the general meeting, see the integrity policy that is available at Euroclear’s webpage, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

The transaction in brief

• Upon full subscription in the Rights issue, Eurobattery will obtain gross proceeds of approximately SEK 29.3 million before issue costs. In the event of full utilisation of the Warrants, the Company can obtain an additional maximum of approximately SEK 36.6 million, assuming full subscription in the Rights issue.
• The subscription price in the Rights issue is SEK 0.80 per unit, corresponding to SEK 0.40 per share (the Warrants are obtained free of charge).
• For each (1) existing share held on the record date, one (1) unit right is obtained in the Rights issue. One (1) unit right entitles the holder to subscribe for one (1) unit. One (1) unit consists of two (2) new shares, one (1) warrant of series TO4 and one (1) warrant of series TO5.
• The record date for the right to participate in the Rights issue is 4 January 2024, which means that the last day of trading in the Company’s share including the right to participate in the Rights issue is 2 January 2024, and the first day of trading in the Company’s share excluding the right to participate in the Rights issue is 3 January 2024.
• The subscription period in the Rights issue commences on 8 January and ends on 22 January 2024.
• The Rights issue is secured to approximately 5.2 per cent by subscription commitments (approximately SEK 1.5 million) and to approximately 69.8 per cent by underwriting commitments (approximately SEK 20.4 million). Thus, the Rights issue is secured to 75.0 per cent.
• Each one (1) warrant of series TO4 will entitle the holder to subscribe for one (1) new share during the exercise period commencing on 7 May and ending on 21 May 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 19 April and 3 May 2024, but not less than SEK 0.40 per share and no more than SEK 0.48 per share.
• 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.
• The Company has undertaken to repay the whole outstanding convertible loan to Formue Nord Fokus A/S and to issue a new convertible loan with a nominal value of SEK 5.0 million to Formue Nord Fokus A/S.
• The net proceeds from the Rights issue, the Warrants, and the Convertible issue are intended to be used for development of the Hautalampi project (SEK 12.0 million), repayment of interest-bearing debts (SEK 15.0 million), completion of the acquisition of FinnCobalt Oy (SEK 4.0 million), and financial flexibility for further operations through 2024.

Background and motive in brief
Eurobattery is a mining and exploration company that conducts targeted mineral exploration in Europe with a focus on raw materials for the ongoing electrification. The Company currently has two flagship projects focusing on nickel, cobalt and copper in northwestern Spain and eastern Finland.

In June 2023, the Company announced it second stake acquisition of shares in FinnCobalt, in accordance with the investment agreement that was entered in May 2020. Through the stake acquisition, Eurobattery increased its stake in FinnCobalt to 70 per cent and became majority owner in the Finnish Hautalampi project. During the past year, the Company has implemented extensive development in the project and achieved several important milestones. In March 2023, the Company was able to publish a Preliminary Feasibility Study (PFS) for Hautalampi, before submitting an updated Environmental Impact Assessment the same month which was approved in July 2023. In May 2023, the project achieved the highest classification as a viable mining project in the United Nations Framework Classification for Resources, and the following month, the Hautalampi mining right (K7802) was registered in the Finnish mining register.

The Preliminary Feasibility Study (PFS), prepared by FinnCobalt and AFRY Finland Oy, indicates a strong economic outlook for the Hautalampi mine. Based on the study and a total investment of approximately EUR 65.1 million, Eurobattery foresees a payback period of 4.6 years for the project with 12 years of anticipated mining operations. The Company expects that the investment cost will decrease and the project economics improve when the actual detailed engineering commences.

The Company now intends to accelerate the development of Hautalampi by applying for an environmental permit, delivering a bankable feasibility study, signing an off-take agreement and completing the acquisition of the project in the first half of 2024. Through these planned efforts, the Company is laying the foundation for the commencement of the project’s construction phase (indicatively 2025–2026) and the start of mining operations (indicatively 2026).

With respect to Eurobattery’s abovementioned development plans, the Company’s assessment is that the existing working capital is not sufficient to finance the operations going forward. Thus, the Board of Directors has decided, subject to the approval from the Extraordinary General Meeting on 27 December 2023, to carry out the Rights issue of units of approximately SEK 29.3 million and the Convertible issue of SEK 5.0 million. The net proceeds from the Rights issue and any exercise of the associated Warrants as well as the Convertible issue are intended to be used for the following purposes:

• Development – SEK 12.0 million for submission of the environmental permit application and completion of the feasibility study in the Hautalampi project.
• Debt – SEK 15.0 million for repayment of all outstanding interest-bearing debts.
• Additional proceeds will be used to complete the acquisition of FinnCobalt (SEK 4.0 million) and create financial flexibility and working capital for further operations through 2024.

Terms of the Rights issue
The Board of Directors of Eurobattery has today, on 22 November 2023, subject to the approval of the Extraordinary General Meeting on 27 December 2023, decided to carry out a Rights issue of a maximum of 36,594,058 units with preferential rights for existing shareholders.

The main terms of the Rights issue are presented below:

• Anyone who is registered as a shareholder in Eurobattery on the record date, 4 January 2023, will receive one (1) unit right for every (1) existing share. One (1) unit right entitles the holder to subscribe for one (1) unit. One (1) unit consists of two (2) shares, one (1) warrant of series TO4 and one (1) warrant of series TO5.
• The last day of trading in the Company’s share including the right to participate in the Rights issue is 2 January 2024, and the first day of trading in the Company’s share excluding the right to participate in the Rights issue is 3 January 2024.
• The unit rights are expected to trade on NGM Nordic SME between 8 January and 17 January 2024.
• The subscription price is SEK 0.80 per unit, corresponding to SEK 0.40 per share (the Warrants are obtained free of charge).
• The subscription period commences on 8 January and ends on 22 January 2024.
• The Rights issue comprises an issue of a maximum of 73,188,116 shares, 36,594,058 warrants of series TO4 and 36,594,058 warrants of series TO5, implying gross proceeds of approximately SEK 29.3 million upon full subscription before any exercise of Warrants.
• Each one (1) warrant of series TO4 will entitle the holder to subscribe for one (1) new share during the exercise period commencing on 7 May and ending on 21 May 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 19 April and 3 May 2024, but not less than SEK 0.40 per share and no more than SEK 0.48 per share.
• 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.
• Upon full utilisation of the Warrants, the Company can receive additional proceeds of at most SEK 36.6 million, assuming full subscription in the Rights issue.
• For existing shareholders who do not participate in the Rights issue the dilution will be approximately 66.7 per cent in the case of full subscription in the Rights issue. Assuming full subscription in the Rights issue, full utilisation of the warrants of series TO4 will cause an incremental dilution of 25 per cent. Assuming full subscription in the Rights issue and full utilisation of the warrants of series TO4, full utilisation of the warrants of series TO5 will cause an incremental dilution of 20 per cent, whereby the maximum total dilution amounts to 80 per cent.
• The new shares and Warrants issued through the Rights issue are intended to be taken up for trading on NGM Nordic SME.

Terms for the Convertible issue
Since 10 January 2023, the Company has an outstanding convertible loan with a nominal value of SEK 10.0 million to Formue Nord Fokus A/S, which entitles the holder to conversion of up to 2,500,000 new shares in the Company at a conversion price of SEK 4.0 per share. In connection with the Rights issue, the Company has undertaken to repay the whole outstanding convertible loan, of which SEK 5.0 million to be paid in cash and the remaining amount intended to be offset against new convertibles in the Convertible issue. The Convertible issue is intended to be decided with support from the authorisation that the Extraordinary General Meeting on 27 December 2023. 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:

• A convertible loan of a 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 loan carries 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, the number of shares will increase by 10,416,666 shares, implying a maximum dilution of approximately 5.4 per cent under the assumption of full subscription of the Rights issue and full utilisation of the Warrants that are issued in the Rights issue.
• The total subscription price amounts to 95 per cent of the total nominal amount. Payment shall be made through offset against Formue Nord Fokus A/S’s claim under the outstanding 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 convertible loan at a conversion price corresponding to the issue price in the directed issue.

Terms for the bridge financing
The Company has secured a bridge loan of SEK 4.35 million from Formue Nord Fokus A/S which will be repaid in full in connection with the registration of the new shares in the Rights Issue. The terms for the bridge loan are deemed by the Board of Directors to be at market. The main conditions for the bridge financing are stated below:

• Nominal value of SEK 4.35 million.
• The bridge loan carries a fixed interest rate of ten (10) per cent of the nominal loan amount for the period between the loan disbursement date and the repayment date.
• The bridge loan, including the loan amount and interest, shall be repaid in full upon registration of the new shares in the Rights issue, either in cash or through set-off against shares in the Rights issue.

Subscription and underwriting commitments
Prior to the publication of the Rights issue, the Company’s Chairman Henrik Johannesson, Board member and CEO Roberto García Martínez (through company), and CFO Mattias Modén (through company) have entered into subscription commitments corresponding to their respective pro-rata shares amounting to a total of approximately SEK 1.5 million, or approximately 5.2 per cent, in the Rights issue, of which approximately SEK 1.2 million will be paid by means of set-off. In addition, a consortium of external investors have entered into underwriting commitments amounting to a total of approximately SEK 20.4 million, or 69.8 per cent, in the Rights Issue.
The subscription commitments do not entitle to any compensation. The underwriting commitments entitle to an underwriting fee amounting to fifteen (15) per cent in cash, implying a maximum cash cost of approximately SEK 3.1 million for the Company, or alternatively, twenty (20) per cent in the form of units. The subscription price for the units referred to in the underwriting compensation will be the same as the subscription price in the Rights issue.

Overall, the Rights issue is secured by subscription and underwriting commitments amounting to a total of approximately SEK 22.0 million, corresponding to 75.0 per cent of the Rights issue. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.

Indicative timetable for the Rights issue

Extraordinary General Meeting
The Board of Directors’ decision on the Rights issue is conditional on the approval of the Extraordinary General Meeting on 27 December 2023. The Extraordinary General Meeting is also proposed to decide on an authorisation for the Board of Directors to issue convertibles, which is intended to be used to decide on the Convertible issue. The decision on the Rights issue also assumes, and is conditional on, that the limits on share capital and number of shares in the Company’s articles of association are changed in accordance with the Board of Directors’ proposal for the Extraordinary General Meeting. Notice to the Extraordinary General Meeting will be published through a separate press release.

Prospectus
The terms and conditions of the Rights issue will be included in the Company’s EU growth prospectus, which is expected to be published around 3 January 2024. The prospectus and subscription form will be available on the Company’s website, https://investors.eurobatteryminerals.com/.

Advisers
Augment Partners AB is acting as the financial advisor and Advokatfirman Schjødt is acting as the legal advisor to the Company in connection with 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 in any jurisdiction, either from Eurobattery or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

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.

Forward-looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nordic Growth Markets’ rules.

 “We are progressing the permit processes for our battery mineral mine projects in Hautalampi in Finland and Corcel in Spain. The recent positive developments regarding the Critical Raw Materials Act is a very favourable development for Eurobattery Minerals as it sets a time frame for the permit process proceedings, thus making the investment case in European mines much more predictable”, Roberto García Martínez, CEO of Eurobattery Minerals comments the third quarter 2023.

Strategic and operational highlights Q3 2023

• The Board of Directors has resolved to issue 2,855,856 shares with the support of the authorization by the shareholders meeting on 13 June 2023. The share issue constitutes part of the Company’s acquisition of an additional 30% of the shares of FinnCobalt Oy. Following the closing, Eurobattery Minerals owns 70% of FinnCobalt Oy and the Hautalampi project.

• The first phase of the environmental permit process for the Hautalampi mine project has been completed successfully as the environmental impact assessment (EIA) has been fully approved by the Finnish Centre for Economic Development, Transport and the Environment (ELY).

Key financial figures for Q3 2023

• Net sales amounted to SEK 0 thousand (Q3 2022: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -8,481 thousand (Q3 2022: SEK -3,857 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.25 (Q3 2022: SEK -0.25).
• Earnings per share after financial items after dilution amounted to SEK -0.23 (Q3 2022: SEK -0.23).
• Cash flow from operating activities was SEK 2,047 thousand (Q3 2022: SEK 2,580 thousand).

Key financial figures for the first nine months 2023

• Net sales amounted to SEK 0 thousand (9M 2022: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -18,406 thousand (9M 2022: SEK -16,260 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.55 (9M 2022: SEK -1.06).
• Earnings per share after financial items after dilution amounted to SEK -0.50 (9M 2022: SEK -0.98).
• Cash flow from operating activities was SEK -6,337 thousand (9M 2022: SEK -9,945 thousand).

Significant events after the period

• 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 the company to currently focus on its more advanced projects to create better shareholder value. In Eurobattery Minerals’ half-year report 2023, the Swedish assets were valued at 2.7 MSEK; consequently, the decision has resulted in a non-cash flow affecting write down of the same amount.

• In October, the Company announced its partnership with the research centre Smart Exploration Research led by Uppsala University in Sweden.

Detailed financial information

The Q3 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).

 “Collaboration between academia and business is vital in our work to create a more sustainable future. As a provider of battery minerals powering the electric revolution, Eurobattery Minerals is committed to supporting this development and being part of this important research project on strategic metals and minerals”, said Roberto García Martínez, CEO of Eurobattery Minerals.

The research centre ”Smart Exploration Research” is run by Alireza Malehmir, Professor in Geophysics at Uppsala University and includes experts in geological science, nanotechnology, data analysis, drill technology, drones and robot solutions. The project consists of participation from researchers at Lund’s University, Stockholm’s University and Gothenburg’s University, as well as representatives from Epiroc, Nordic Iron Ore, First Quantum Minerals, Tyréns, Samarkand2015, BitSimNow, Eurobattery Minerals and Amkvo.

For additional information see announcement from the Swedish Foundation for Strategic Research – https://strategiska.se/en/uppsala-university-lead-the-center-for-strategic-metals/.

“We are committed to providing the raw materials needed for batteries to power the green transition across Europe. To achieve this and create the best shareholder value, we have decided not to renew the licenses in Sweden and instead focus our attention on our battery mineral mine projects in Hautalampi in Finland and Corcel in Spain”, said Roberto García Martínez, CEO of Eurobattery Minerals.

The non-renewal decision is based on current challenges associated with mining in Sweden, where the uncertainty in the permit process adds vast ambiguity to the investment case. Furthermore, the decision follows from the Company’s increased attention to its Hautalampi mining project in Finland and Corcel project in Spain. Both projects are well-advanced, and analyses point to high nickel, copper and cobalt grades with a strong economic outlook. 

 “Following the completion of the additional stake acquisition of FinnCobalt and the approved environmental impact assessment for the Hautalampi project, we have made important progress towards an operational battery mineral mine in Finland”, Roberto García Martínez, CEO of Eurobattery Minerals comments the second quarter 2023.

Strategic and operational highlights Q2 2023

• Eurobattery Minerals will receive approximately SEK 17.4 million through warrant redemption. 

• 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). 
• Eurobattery Minerals received an additional report from the scientists in the research partnership that further confirms the viability of the new method for large-scale extraction of rare earth elements in Eurobattery Minerals’ Fetsjön project in Sweden. 

• The Finnish Safety and Chemicals Agency (Tukes) has entered the Hautalampi mining right in the mining register pursuant to the Mining Act. The Hautalampi mining area has the full legal force behind it for its underground mine and its concession.

• Outokumpu town Urban Development Board has initiated the zoning and site plan change for the Hautalampi mine project.

Key financial figures for Q2 2023

• Net sales amounted to SEK 0 thousand (Q2 2022: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -6,637 thousand (Q2 2022: SEK -10,046 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.26 (Q2 2022: SEK -0.64).
• Earnings per share after financial items after dilution amounted to SEK -0.20 (Q2 2022: SEK -0.59).
• Cash flow from operating activities was SEK -11,225 thousand (Q2 2022: SEK -12,325 thousand).

Key financial figures for the first half year 2023

• Net sales amounted to SEK 0 thousand (6M 2022: SEK 0 thousand).

• Operating profit/loss after financial items totalled SEK -9,925 thousand (6M 2022: SEK -12,403 thousand).

• Earnings per share after financial items before dilution amounted to SEK -0.60 (6M 2022: SEK -0.79).

• Earnings per share after financial items after dilution amounted to SEK -0.29 (6M 2022: SEK -0.73).

• Cash flow from operating activities was SEK -1,833 thousand (6M 2022: SEK -11,786 thousand).

Significant events after the period

• The Board of Directors has resolved to issue 2,855,856 shares with the support of the authorization by the shareholders meeting on 13 June 2023. The share issue constitutes part of the Company’s acquisition of an additional 30% of the shares of FinnCobalt Oy. Following the closing, Eurobattery Minerals owns 70% of FinnCobalt Oy and the Hautalampi project.

• The first phase of the environmental permit process for the Hautalampi mine project has been completed successfully as the environmental impact assessment (EIA) has been fully approved by the Finnish Centre for Economic Development, Transport and the Environment (ELY).

Detailed financial information
The Q2 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).