I´m very pleased that we have now finished the acquisition process. This process started back in spring 2020 and since then we have put in a significant effort at the Hautalampi battery mineral project, for example, a positive pre-feasibility study and being classified in the highest categories as viable mining projects in the United Nations Framework Classification for Resources (UNFC). All this hard work was crowned by the submission of the Environmental Permit Application at the end of April this year. All this means we are perfectly on track to start the mining operations at the Hautalampi project as soon as the EPA is approved,” said Roberto García Martínez, CEO of Eurobattery Minerals.

The Hautalampi project in brief
The Hautalampi project is located near Outokumpu, Finland, in the same spot as the well-renowned Keretti mine where approximately 28.5 million tonnes of rock with a copper content of 3.8 per cent were mined between 1912–1989. The project consists of one mining concession covering 227 hectares with exposure towards nickel, cobalt, and copper, and a nearby reservation. The area benefits from well-developed surface and underground infrastructure as well as strong local support for mining. An estimated EUR 10–15 million had been invested in the project by previous owners before the project was assumed by Eurobattery in the spring of 2020. In June 2021 Eurobattery was able to increase the project’s measured, indicated, and inferred resource tonnage by approximately 100 per cent and the metal content by approximately 50 per cent. In October 2022, the Company was able to confirm a further increase in the metal content of approximately 40 per cent. On 20 March 2023, the Company published a preliminary feasibility study (PFS) for the Hautalampi project which highlighted the opportunities and potential challenges of advancing the development of the Hautalampi deposit. On the 29th of April 2024, the Company announced that the environmental permit application had been submitted to the Finnish Regional State Administrative Agency. In May, Eurobattery Minerals also communicated that that the Company will apply for the battery mineral project Hautalampi to become a Strategic Project under the new EU Critical Raw Materials Act.

Adoption of the income statement and balance sheet
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.

Allocation of result
The annual general meeting resolved that all funds available to the annual general meeting shall be carried forward.

Discharge from liability
The members of the board of directors and the CEO were discharged from liability for the financial year 2023.

Election of the board of directors and auditor and remuneration
The annual general meeting resolved, in accordance with the proposal from the shareholder DH Invest AB, that the board of directors shall consist of three board members without deputy board members. It was further resolved that the Company shall have a registered accounting firm as auditor.

Furthermore, it was resolved, in accordance with the proposal from the shareholder DH Invest AB, that an aggregate annual fee of SEK 420,000 shall be paid to the board members, of which SEK 180,000 to the chairman of the board of directors and SEK 120,000 to each of the other board members elected by the annual general meeting. It was resolved, in accordance with the proposal from the shareholder DH Invest AB, that the auditor's fee shall be paid in accordance with approved invoice.

The annual general meeting resolved, in accordance with the proposal from the shareholder DH Invest AB, to re-elect Eckhard Cordes, Jan Olof Arnbom and Roberto Garcia Martinez as members of the board of directors. Jan Olof Arnbom was elected chairman of the board of directors.

Baker Tilly MLT Kommanditbolag was re-elected as auditor. Baker Tilly MLT Kommanditbolag has informed the Company that the authorised public accountant Stein Karlsen will be the auditor in charge.

Resolution on amendment to § 8 in the articles of association
The annual general meeting resolved, in accordance with the board of directors' proposal, to insert a new second paragraph of § 8 in the articles of association as follows.

§ 8 New wording

The board of directors may resolve that the general meeting can be held digitally.

Resolution on amendments to the limits for the share capital and the number of shares in the articles of association
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the limits to the share capital and the number of shares in the articles of association as follows.

§ 4 New wording

The share capital shall be not less than SEK 40,000,000 and not more than SEK 160,000,000.

§ 5 New wording

The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

Resolution to issue performance shares to the Company's CEO
The annual general meeting resolved, in accordance with the board of directors' proposal, to issue performance shares to the Company's CEO, Roberto Garcia Martinez. The complete proposal is included in the notice to the annual general meeting which was published on 16 May 2024.

Resolution on incentive program for the Company's CEO
The annual general meeting resolved, in accordance with the board of directors' proposal, on an incentive program for the Company's CEO. The complete proposal is included in the notice to the annual general meeting which was published on 16 May 2024.

Issue authorization
The annual general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, on one or more occasions before the next annual general meeting, with or without deviation from the shareholders' preferential rights, against cash payment, contribution in kind or set-off, resolve on new issues of shares, convertibles and/or warrants.

Number of shares and share capital
Through the new share issue the Company will receive gross proceeds of approximately SEK 5.1 million, before set-off of approximately SEK 1.0 million and issue costs. The number of shares will increase by 12,776,891 shares, from 103,131,838 shares to 115,908,729 shares, when the new shares are registered by the Swedish Companies Registration Office. The share capital will increase by SEK 5,110,756.40, from SEK 41,252,735.20 to SEK 46,363,491.60, which implies a dilution of approximately 11.0 per cent.

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.

“We have just submitted the Environmental Permit Application to the Finnish Authorities and with that crucial step and this acquisition, we have taken one big stride closer to start the mining operations in Outokumpu. The pre-feasibility study showed that the economic outlook for the battery mineral mine in Finland is strong,” said Roberto García Martínez, CEO of Eurobattery Minerals.

Financial details of the stake acquisition
The Board of Directors of Eurobattery Minerals has informed the three founders and initial owners of FinnCobalt that the Company will exercise the third option of the investment and shareholder agreement entailing the option to acquire FinnCobalt in a staged process which was entered into on 11 May 2020 and which became effective on 27 May 2020. This means that Eurobattery Minerals, before 27 July 2024, should exercise said option by paying a total cash amount of EUR 300,000 and issuing shares in Eurobattery Minerals amounting to a value of EUR 1,000,002 to the three founders of FinnCobalt. These two actions will be taken parallelly and simultaneously. The cash part of the consideration will be paid from the Company’s cash. The share part of the consideration will be paid through a directed issue of shares. The subscription price in the directed share issue will correspond to the volume-weighted average price of the Company’s share on NGM Nordic SME during the ten trading days preceding the issue decision.

Effects of the acquisition

• Eurobattery Minerals will acquire 30 per cent of the shares in FinnCobalt. The Company’s stake in FinnCobalt will thereby increase from 70 per cent to 100 per cent of the capital and the votes.
• The stake acquisition of FinnCobalt is expected to be completed during the second quarter of 2024. FinnCobalt is expected to be consolidated into Eurobattery Minerals’ financial statements from the date of admission.
• As the owner of all shares in FinnCobalt, Eurobattery Minerals will have full control over the resolutions of the Board in FinnCobalt.
• Eurobattery Minerals will also have the right, but no obligation, to nominate the Chairman of the Board and two ordinary Board members and their personal deputy members in FinnCobalt.

The Hautalampi project in brief
The Hautalampi project is located near Outokumpu, Finland, in the same spot as the well-renowned Keretti mine where approximately 28.5 million tonnes of rock with a copper content of 3.8 per cent were mined between 1912–1989. The project consists of one mining concession covering 227 hectares with exposure towards nickel, cobalt, and copper, and a nearby reservation. The area benefits from well-developed surface and underground infrastructure as well as strong local support for mining. An estimated EUR 10–15 million had been invested in the project by previous owners before the project was assumed by Eurobattery Minerals in the spring of 2020. In June 2021 Eurobattery Minerals was able to increase the project’s measured, indicated, and inferred resource tonnage by approximately 100 per cent and the metal content by approximately 50 per cent. In October 2022, the Company was able to confirm a further increase in the metal content of approximately 40 per cent. On 20 March 2023, the Company published a preliminary feasibility study (PFS) for the Hautalampi project which highlighted the opportunities and potential challenges of advancing the development of the Hautalampi deposit. On the 29th of April 2024, the Company announced that the environmental permit application had been submitted to the Finnish Regional State Administrative Agency. In May, Eurobattery Minerals communicated that that the Company will apply for the battery mineral project Hautalampi to become a Strategic Project under the new EU Critical Raw Materials Act.

Eurobattery Minerals has received indications that the following members of the Board of Directors and management are exercising Warrants for the subscription of shares in the Company:

• Henrik Johannesson – 477,000 Warrants, corresponding to SEK 190.8 thousand.
• Nazgero Consulting Services LTD (Roberto García Martínez) – 2,419,226 Warrants, corresponding to approximately SEK 967.7 thousand (through set-off).
• MJ Modén Förvaltning AB (Mattias Modén) – 259,943 Warrants, corresponding to approximately SEK 104.0 thousand.

In addition to this, Eurobattery Minerals has received indications that a larger warrant holder is exercising approximately 2,479,000 Warrants for subscription of shares in the Company, corresponding to approximately SEK 991.6 thousand.

Altogether, the abovementioned subscriptions amount to a total of approximately SEK 2.3 million, corresponding to approximately 16.9 per cent of the total number of outstanding Warrants.

“The Board and management have great confidence in our road ahead, and I am grateful that this faith is shared among other warrant holders as well. We are looking forward to continuing our work in the Finnish Hautalampi project, where we are gradually getting closer to the start of mining operations,” comments Roberto García Martínez, CEO of Eurobattery Minerals.

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

The auditor’s report, which is attached to the annual report for 2023, deviates from what is common as a remark is stated by the auditor relating to a significant uncertainty regarding the going concern, as presented below.

Significant uncertainty regarding the going concern assumption
Without prejudice to my opinion above, I would like to draw attention to the statement in the Directors' Report that the company is dependent on further capital injections in 2024 to ensure its continued operation. The board is negotiating with external stakeholders for a long-term solution to strengthen the company's liquidity and equity. It is the board's assessment that there are good opportunities for continued financing. The above indicates that there is a material uncertainty, which may cast significant doubt on the company's ability to continue as a going concern.

Eurobattery Minerals comment to the Auditor´s Report
The comment from the auditor is based on the fact that Eurobattery Minerals is a growth company and is financed through external capital. During 2024, the operations are being financed by using the warrant series TO4 and TO5. In April 2024, the Company announced that the Environmental Permit Application for the Finnish battery mineral project Hautalampi has been submitted to the authorities, which is an important milestone and a big step towards being able to start our mining operations in Finland. In light of the above and negotiations with potential off-takers and external partners – and taking into account the positive results from the project in Finland – the Board of Directors believes that the prospects are very good to continue to develop the business.

“In geopolitical terms, 2023 was a complicated year, but at Eurobattery Minerals we have continued to work hard, especially with the Environmental Permit Application for the Hautalampi battery mineral project. When I´m writing this we are closer to the start of mining operations and therefore I would like to thank all the shareholders for their continued support!”, says Roberto García Martínez, CEO of Eurobattery Minerals. 

Strategic and operational highlights 2023

• Finnish Hautalampi battery mineral mine: In March, Eurobattery Minerals announced that FinnCobalt Oy had completed the pre-feasibility study for its Finnish Hautalampi mining project, with a positive outcome. In May, Eurobattery Minerals announced that the Hautalampi ore reserves and minerals resources reserves have been classified in the highest categories as viable mining projects under the United Nations Framework Classification for Resources (UNFC). In June, it was announced that Tukes (the Finnish Safety and Chemicals Agency) has entered the Hautalampi mining right (K7802) in the mining register pursuant to the Mining Act (503/1965).

• Spanish Corcel mine project: The Company submitted all necessary information for environmental and operating permits for Corcel in August 2022. The Company continues to await a positive decision from the Energy and Mining Authority of Galicia.

Detailed financial information
The 2023 Annual Report 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).

Participation in the annual general meeting
Shareholders who wish to participate in the annual general meeting must (i) be recorded in the share register maintained by Euroclear Sweden AB on 7 June 2024 and (ii) no later than 11 June 2024 give notice by post to Eurobattery Minerals AB, Strandvägen 7A, SE-114 56 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 annual general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Eurobattery Minerals AB, Strandvägen 7A, SE-114 56 Stockholm or by e-mail to ir@eurobatteryminerals.com, so that it is received no later than on 11 June 2024.

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 7 June 2024 to be entitled to participate in the annual 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 11 June 2024 are taken into account when preparing the meeting’s register of shareholders.

Proposed agenda

1. Opening of the meeting
2. Election of the 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 of whether the meeting has been duly convened
7. Presentation of the annual report and audit report and consolidated financial statements and consolidated audit report
8. Resolutions:
   1. the adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet
   2. the allocation of the Company’s profit or loss according to the adopted balance sheet
   3. discharge from liability of board members and the CEO
9. Determination of fees for the board of directors and auditors
10. Election of the board and auditors
11. Resolution on amendment to § 8 in the articles of association
12. Resolution on amendments to the limits for the share capital and the number of shares in the articles of association
13. Resolution on a directed issue of performance shares
14. Resolution on incentive program for the CEO
15. Resolution on issue authorization for the board of directors
16. Closing of the meeting

PROPOSED RESOLUTIONS

Resolution on the allocation of the Company’s profit or loss according to the adopted balance sheet (item 8 b)
The board of directors proposes that the result for the year be carried forward.

Determination of fees for the board of directors and auditors (item 9)
The shareholder DH Invest AB (the “Shareholder“) proposes a total annual remuneration to the board of directors of SEK 420,000, of which SEK 180,000 to the chairman of the board and SEK 120,000 to each of the other board members appointed by the annual general meeting.

The Shareholder proposes that fees to the auditor, for the period until the end of the next annual general meeting, shall be paid in accordance with approved invoices.

Election of the board and auditors (item 10)
The Shareholder proposes that the number of board members shall amount to three persons with no deputies. The shareholder proposes that the number of auditors shall be one.

The Shareholder proposes to re-elect Eckhard Cordes, Jan Olof Arnbom and Roberto Garcia Martinez as members of the board of directors for the period until the end of the next annual general meeting. The Shareholder proposes that Jan Olof Arnbom be elected chairman of the board of directors.

The shareholder proposes re-election of Baker Tilly MLT Kommanditbolag as auditing firm with the authorized public accountant Stein Karlsen as auditor-in-charge with a term of office until the end of the next annual general meeting.

Resolution on amendment to § 8 in the articles of association (item 11)
Due to a legislative change, which came into effect on 1 January 2024, it is now permitted for general meetings to be conducted entirely digitally. With the aim of utilizing the options provided by the Swedish Companies Act, regarding the possibility for general meetings to be conducted digitally, the board of directors proposes that a new second paragraph of § 8 in the articles of association is inserted as follows.

A new second paragraph in § 8 is proposed to have the following wording.

Proposed wording
The board of directors may resolve that the general meeting can be held digitally.

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

A valid resolution requires support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.

Resolution on amendments to the limits for the share capital and the number of shares in the articles of association (item 12)
To achieve suitable limits for the share capital and the number of shares in the articles of association, the board of directors proposes that the general meeting resolves that the limits to the share capital and the number of shares in the articles of association be amended.

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

Current wording
The share capital shall be not less than SEK 33,600,000 and not more than SEK 134,400,000.

Proposed wording
The share capital shall be not less than SEK 40,000,000 and not more than SEK 160,000,000.

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

Current wording
The number of shares shall be not less than 84,000,000 and not more than 336,000,000.

Proposed wording
The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

A valid resolution requires support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.

Resolution on a directed issue of performance shares (item 13)
The board of directors has resolved that the Company’s CEO, Roberto Garcia Martinez, in accordance with his employment contract, shall receive his bonus in the form of performance shares corresponding to 60 percent of his received gross salary during the financial year 2023.

The number of performance shares Roberto Garcia Martinez will be rewarded with has been determined based on the volume-weighted average price (VWAP) of the Company’s shares during the ten trading days preceding the date of publication of the notice of the annual general meeting. Accordingly, the board of directors has decided that Roberto Garcia Martinez shall be rewarded with 7,336,138 performance shares.

In order to complete the delivery of 7,336,138 performance shares, the board of directors proposes that the annual general meeting resolves on a directed share issue to the company Nazgero Consulting Services Ltd, wholly owned by Roberto Garcia Martinez, on the following terms and conditions.

The board of directors proposes that the annual general meeting resolves on a directed share issue of a maximum of 7,336,138 shares, entailing an increase in the share capital by a maximum of SEK 2,934,455.20. The following terms and conditions shall otherwise apply to the issue.

1. With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by Nazgero Consulting Services Ltd.
2. The subscription price per share shall amount to SEK 0.41 (corresponding to the volume-weighted average price for the Company’s share on NGM Nordic SME during ten trading days prior to the date of publication of this notice). The share premium shall be transferred to the unrestricted premium reserve.
3. Subscription of the shares shall be made on a subscription list no later than three weeks from the date on which the annual general meeting resolves on the new share issue. The board of directors has the right to extend the subscription period.
4. Payment for the subscribed shares shall be made by set-off of the claim consisting of the CEO’s bonus determined by the board of directors in accordance with the CEO’s employment contract. The board of directors has the right to extend the time for payment.
5. The new shares entitle to dividend for the first time on the record date for dividend that occurs immediately after the new shares have been entered in the share register.

The reason for the deviation from the shareholders’ preferential rights is the need to be able to pay remuneration to the CEO in a liquidity-efficient manner.

The maximum dilution effect as a result of the new issue of shares proposed under this item 13 amounts to approximately 6.6 percent based on the number of outstanding shares in the Company at the time of this notice.

Roberto Garcia Martinez did not participate in the preparation of the proposal under this item 13.

The resolution requires the approval of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the annual general meeting.

Resolution on incentive program for the CEO (item 14)
The board of directors proposes that the annual general meeting resolves to implement a performance-based incentive program for the Company’s CEO (“LTI 2024“) in accordance with items (a) and (b) below. The purpose of the proposal is to create conditions for retaining and increasing the motivation of the Company’s CEO. The board of directors believes that it is in the interest of all shareholders that such a person, who is deemed to be important for the Company’s development, has a long-term interest in a good value development of the Company. The proposed program creates a long-term ownership commitment, which is expected to stimulate increased interest in the business and earnings development as a whole. The board of directors’ proposal for implementation of LTI 2024 in accordance with items (a) and (b) below constitutes a combined proposal and shall be resolved as one resolution.

(a) Proposal to implement an incentive program for the CEO
The program runs for approximately 3 years and entails that the participant, provided that the performance targets set out below are achieved, is granted the right to acquire shares in the Company free of charge at a subscription price corresponding to the share’s quota value (“performance share rights”). For LTI 2024, the following terms and conditions shall apply:

For LTI 2024, the following terms and conditions shall apply:

1. A maximum of 216,000 performance share rights may be granted within the framework of LTI 2024.
2. LTI 2024 is proposed to include the Company’s CEO, who shall be able to be allotted a maximum of 216,000 performance share rights.
3. Allotment of performance share rights is subject to the participant’s employment or assignment with the Company not having been terminated or cancelled, with certain exceptions for customary “good leaver” situations.
4. The performance share rights shall be allotted to the participant free of charge provided that the performance targets (the “performance targets“) relating to the Company’s strategic initiatives during the term of the program are achieved. The performance share rights vest in equal parts annually. The number of performance share rights vested shall be rounded down to the nearest whole number.
5. Provided that performance share rights have been allotted and vested, each performance share right entitles the holder to, during the period from and including 17 June 2027 up to and including 8 July 2027 in accordance with the restrictions set out in item 3 above and subject to the Company’s determination, either (a) acquire one (1) share at a price corresponding to the quota value of the share (the current quota value is SEK 0.40 per share) or (b) receive a warrant free of charge entitling to subscribe for one (1) share in the Company at a subscription price corresponding to the quota value of the share.
6. Participation in LTI 2024 is subject to the condition that such participation is legally possible and that such participation can, in the Company’s opinion, take place with reasonable administrative costs and financial efforts.
7. The board of directors shall be responsible for the detailed content of the agreements with the participant and the administration of LTI 2024. In connection therewith, the board of directors shall have the right to make adjustments to meet special rules or market conditions abroad. Furthermore, in extraordinary cases, the board of directors has the right to limit the scope of or prematurely terminate LTI 2024, in whole or in part.
8. The number of shares that each performance share right may entitle to acquire shall be recalculated in the event of a share split, rights issue and similar corporate actions with the aim that the economic value of a performance share right shall not be affected by such events.

(b) Issue of warrants and approval of transfer/disposition of the warrants to the participant and third parties
The board of directors proposes that the Company shall issue a maximum of 283,867 warrants, of which 216,000 warrants shall be issued to ensure delivery of shares or warrants to the participant in LTI 2024 in accordance with the terms and conditions of the program, and 67,867 shall be issued to hedge the Company’s exposure to social security contributions that may arise as a result of the exercise of performance share rights. The share capital may increase by a maximum of SEK 113,546.80.

1. The right to subscribe for the new warrants shall, with deviation from the shareholders’ preferential rights, only be granted to the Company. Onward transfer of 216,000 warrants may be made, on one or more occasions, to the participant in LTI 2024 or otherwise to a third party to deliver shares to the participant, in accordance with the terms and conditions of LTI 2024. Onward transfer of 67,867 warrants may be made to third parties with whom the Company has entered into an agreement in order to raise capital to cover the exposure to social security contributions linked to the exercise of performance share rights.
2. The reason for the deviation from the shareholders’ preferential rights is the introduction of LTI 2024.
3. The warrants are issued free of charge.
4. Subscription of the warrants shall be made within 30 days from the date of the issue resolution. The board of directors has the right to extend the subscription period.
5. The warrants shall entitle the holder to subscribe for shares during a period running from and including 17 June 2027 up to and including 8 July 2027.
6. Each warrant shall entitle the holder to subscribe for one (1) share at a subscription price corresponding to the quota value of the share. Recalculation shall be possible in accordance with the complete terms and conditions of the warrants.
7. The newly issued shares shall entitle to dividend for the first time on the record date that occurs immediately after the subscription for shares through exercise of the warrants has been executed.
8. The warrants shall otherwise be subject to the terms and conditions set out in the complete terms and conditions for the warrants, which will be available on the Company’s website.
9. It is proposed that the board of directors, or a person appointed by the board of directors, be authorized to make such minor adjustments as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.

Costs and dilution

The maximum dilution for existing shareholders as a result of LTI 2024, including warrants that may be issued as a result of hedging measures due to exposure to social security contributions that may arise, is 0.27 percent of the total number of shares in the Company. The dilution has been calculated as the number of additional shares in relation to the existing number of additional shares. The performance share rights will be expensed as personnel costs over the vesting period, without impact on the Company’s cash flow. If performance share rights are exercised, LTI 2024 will also entail costs in the form of social security contributions. The total costs for social security contributions depend partly on the participant’s employment relationship, partly on how many performance share rights are vested, and partly on the value of the benefit that the participant ultimately receives, i.e. the value of the performance share rights at exercise in 2027. Social security contributions will be expensed in the income statement during the vesting period. The Company intends to hedge for the entire exposure to social security contributions through an issue of warrants in the manner set out in the board of directors’ proposal in accordance with item (b) above, which may be exercised by a financial intermediary in connection with the exercise of the performance share rights. If the Company chooses to implement such hedging measures, the social security contributions will not affect the Company’s cash flow. Based on the assumption that all performance share rights included in LTI 2024 will vest, an assumed share price of SEK 1 at the time of exercise of the performance share rights and an assumed average social security contribution percentage of approximately 31.4 per cent, the annual costs for the program, including social security contributions, are estimated to amount to approximately SEK 94,622, which corresponds to approximately 5.8 percent of the Company’s total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2023.

Information about other ongoing incentive programs

Information about the Company’s other ongoing incentive programs is set out in the Company’s annual report for the financial year 2023.

Preparation of the proposal

The board of directors has prepared LTI 2024 in consultation with external advisors. Roberto Garcia Martinez has not participated in the preparation of LTI 2024.

Majority requirements

The resolution requires the approval of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the annual general meeting.

Resolution on issue authorization for the board of directors (item 15)
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions before the next annual general meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, contribution in kind or set-off, resolve on new issues of shares, convertibles and/or warrants.

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

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

Shareholders’ right to receive information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relationship with other group companies.

Documents
Documents according to the Swedish Companies Act will be made available for shareholders at the Company and on the Company’s website in accordance with the above no later than three weeks before the annual 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 annual general meeting, please see the privacy policy available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

________
Stockholm in May 2024
Eurobattery Minerals AB
The board of directors

The project aims to create an opportunity for local carbon-zero production by harnessing solar energy. FinnCobalt Oy – part of Eurobattery Minerals – has offered a section of its mining area for solar energy production, while Okun Energia Oy will invest in the units and provide electricity for the mine through a Power Purchase Agreement (PPA). The connection will be "behind the meter," ensuring production directly for own use without taxes or electricity transmission fees.

"At Eurobattery Minerals, we are committed to responsible mining practices and contributing to a sustainable future," says Roberto García Martínez, CEO for Eurobattery Minerals. “This partnership with Okun Energia Oy marks a significant step towards achieving carbon-zero production of critical raw materials, aligning with our objectives to operate responsibly and support the green transition.”

Key factors of the MoU include the promotion of carbon-zero production of critical raw materials and the enhancement of the social license to operate. The objective is to provide a framework for long-term local cooperation activities that benefit both parties and also the local community. The Hautalampi battery mineral project is located at a historical mining site with strong local support for mining activities. The municipality has evolved from a mining town into an industrial centre, and there is widespread anticipation for the mine to open. The project is expected to create jobs on-site, and the community is working towards making this a reality. The local municipality in Outokumpu is giving its full support for the project.

“Solar is vital part of the green transition, essentially our role is to enforce and support Outokumpu’s sustainable development,” says Tero Mäntylä, CEO for Okun Energia Oy.

Eurobattery Minerals strives to conduct responsible and modern mining by utilizing state-of-the-art technology. The mining sector plays a strategic role in the transition towards a digitalized and decarbonized economy, aligning with EU Agenda 2030 and Fit for 55 objectives.

The signing of this MoU represents a significant event in our journey towards responsible mining practices and carbon-zero production. Eurobattery Minerals looks forward to working closely with Okun Energia Oy and the local community to bring this vision to fruition and to deliver responsibly mined minerals from Europe for Europe.

“During Q1 Eurobattery Minerals have been working, among other things, on the Environmental Permit Application for the Hautalampi battery mineral mine project in Finland. The application was submitted to the Finnish authorities at the end of April and by this we took a major step towards starting the mining operations at the Hautalampi project ”, comments Roberto García Martínez, CEO of Eurobattery Minerals, regarding the first quarter 2024.

Strategic and operational highlights Q1 2024

• In January, the Company announced the process design for the concentration plant at its battery mineral mine project Hautalampi. The designed capacity of the plant is 500,000 tonnes per annum and is expected 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.

• Also, in January, Eurobattery Minerals published the preliminary and final outcomes for the rights issue. It showed that 28,288,738 units were subscribed for, corresponding to a subscription rate of approximately 77.3 per cent. The Company thereby received total issue proceeds of approximately SEK 22.6 million.

• On 18 March 2024 Eurobattery Minerals announced positive results on research proving that the bedrock conditions in its Finnish Hautalampi battery minerals mine project are ideal for future mining operations.

Key financial figures for Q1 2024

• Net sales amounted to SEK 0 thousand (Q1 2023: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -4,551 thousand (Q1 2023: SEK -3,288 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.11 (Q1 2023: SEK -0.20).
• Earnings per share after financial items after dilution amounted to SEK -0.04 (Q1 2023: SEK -0.12).
• Cash flow from operating activities was SEK -7,960 thousand (Q1 2023: SEK 1,388 thousand).

Significant events after the period

• At the end of April, Eurobattery Minerals submitted the environmental permit application for the battery mineral mine project Hautalampi in Finland. Filing the application for the environmental permit means that the Company has now taken a major step towards mining operations in Finland.

• At the beginning of May 2024, Eurobattery Minerals AB signed a Letter of Intent to invest a majority stake in Spanish company Tungsten San Juan SL (“TSJ”). TSJ is operating the development of the San Juan wolfram deposit. 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 an Austrian world-leading tungsten producer within the Swedish Sandvik Group. The investment of EUR 2.5 million through a new share issue is intended to enable the start of production in 2025.

• In May, the Company announced that it will apply for the battery mineral project Hautalampi to become a Strategic Project under the new EU Critical Raw Materials Act. This is an open call from the European Commission (DG GROW). 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.

Detailed financial information
The Q1 report for 2024 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 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/.