bar_chart
Menu
language English keyboard_arrow_down
Change language

Stockholm, 27 March 2024 – The mining company Eurobattery Minerals AB (Nordic Growth Market: “BAT” and Börse Stuttgart: “EBM”; in short: “EBM”, “Eurobattery” or “the Company”) today announced details about the environmental permit application process for the Hautalampi battery mineral project.

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

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

Stockholm, 22 February 2024 – The mining company Eurobattery Minerals AB (Nordic Growth Market: “BAT” and Börse Stuttgart: “EBM”; in short: “EBM”, “Eurobattery” or “the Company”) today published its report for the fourth quarter 2023.

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

Strategic and operational highlights Q4 2023

Key financial figures for Q4 2023

Key financial figures for the full year 2023

Significant events after the period

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

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

The Board of Directors of Eurobattery Minerals AB (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) has today, with support from the authorisation from the Extraordinary General Meeting on 27 December 2023, decided on a directed issue of 4,980,152 units to underwriters who have entered into underwriting commitments in the rights issue of units which was decided on by the Board of Directors on 22 November 2023 (the “Rights issue”) and who have chosen to receive underwriting remuneration in the form of new units in Eurobattery (the “Compensation issue”). The subscription price in the Compensation issue corresponds to the subscription price in the Rights issue, SEK 0.80 per unit (corresponding to SEK 0.40 per share, the warrants are obtained free of charge). One (1) unit consists of two (2) new shares, one (1) warrant of series TO4 and one (1) warrant of series TO5. Payment is made by offsetting claims. The Board of Directors of Eurobattery has also, with support from the authorisation from the Extraordinary General Meeting on 27 December 2023, decided to carry out a directed issue to Formue Nord Fokus A/S (the “Convertible issue”) of convertible notes with a total nominal amount of SEK 5.0 million (the “Convertible notes”), in accordance with the intention communicated through a press release on 22 November 2023. The consideration for the Convertible issue will be paid by offsetting Formue Nord Fokus A/S’s claim under the Company’s previous convertible of series 2022/2023.

Terms for the Compensation issue

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

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

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

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

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

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

Terms for the Convertible issue

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

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

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

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

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.

The final outcome in Eurobattery Minerals AB’s (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) rights issue of approximately SEK 29.3 million (the “Rights issue”) shows that 28,288,738 units were subscribed for, corresponding to a subscription rate of approximately 77.3 per cent. Eurobattery thereby receives total issue proceeds of approximately SEK 22.6 million (of which SEK 1.6 million is obtained through set-off of debts) before issue costs. The net proceeds will, among other things, be used for development of the battery mineral project Hautalampi and repayment of interest-bearing debts.

Final outcome

The Rights issue comprised a total of 36,594,058 units. One (1) unit consists of two (2) new shares, one (1) warrant of series TO4 and one (1) warrant of series TO5. The final outcome shows that 26,230,296 units, corresponding to approximately 71.7 per cent of the Rights issue, were subscribed for with unit rights. 2,058,442 units, corresponding to approximately 5.6 per cent of the Rights issue, were subscribed for without unit rights. The outcome implies that no underwriting commitments will be claimed. Altogether, the Rights issue was subscribed to approximately 77.3 per cent.

Other information

Through the Rights issue, the Company receives gross proceeds of approximately SEK 22.6 million (of which SEK 1.6 million is obtained through set-off of debts). The number of shares will increase by 56,577,476, from 36,594,058 to 93,171,534, when the new shares are registered at the Swedish Companies Registration Office which is expected to take place in the beginning of February 2024. The share capital will increase by SEK 22,630,990.40, from SEK 14,637,623.20 to SEK 37,268,613.60, after consideration of the share capital reduction decided at the Extraordinary General Meeting of the Company on 27 December 2023 which will be registered in connection with the registration of the Rights issue at the Swedish Companies Registration Office. The dilution for the shareholders who did not participate in the Rights issue amounts to approximately 60.7 per cent.

Trading in paid subscribed units (“BTU”) continues until the registration of the Rights issue at the Swedish Companies Registration Office. As soon as the Rights issue has been registered, BTU will be converted into shares and warrants of series TO4 and TO5. Altogether, 28,288,738 warrants of series TO4 and 28,288,738 warrants of series TO5 will be issued, which will entitle the holders to subscribe for one new share per warrant during the periods 7 May – 21 May 2024 and 7 October – 18 October 2024 respectively. Upon full exercise of all warrants of series TO4 and TO5, the Company’s share will be diluted by an additional approximately 37.8 per cent.

Allocation of units subscribed for without unit rights has been made in accordance with the principles described in the EU growth prospectus which was prepared due to the Rights issue and published on 3 January 2024. Notice of allocation of units subscribed for without unit rights will be sent to those who have been allotted units today, 24 January 2024. Subscribed and allotted units should be paid in cash and the payment should be received by Aqurat Fondkommission AB at the latest on the settlement day, 29 January 2024, according to the instructions on the settlement note.

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.

On 22 November 2023, the Board of Directors of Eurobattery Minerals AB (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) decided on a rights issue of units amounting to approximately SEK 29.3 million (the “Rights issue”), which was approved by the Extraordinary General Meeting on 27 December 2023. The preliminary outcome indicates that the Rights issue is subscribed to approximately 77.3 per cent with and without unit rights. The outcome implies that no underwriting commitments are expected to be claimed. Eurobattery will thereby receive total issue proceeds of approximately SEK 22.6 million (of which approximately SEK 1.6 million is obtained through set-off of debts) before issue costs.

Preliminary outcome

The preliminary compilation of subscriptions shows that 26,230,295 units, corresponding to approximately 71.7 per cent of the Rights issue, were subscribed for with unit rights. 2,058,442 units, corresponding to approximately 5.6 per cent of the Rights issue, were subscribed for without unit rights. The preliminary outcome thereby indicates that the Rights issue is subscribed to approximately 77.3 per cent. The Company will, due to the above, receive total issue proceeds of approximately SEK 22.6 million before issue costs (of which approximately SEK 1.6 million is obtained through set-off of debts).

The Rights issue in brief

Those who were registered as shareholders on the record date, 4 January 2024, received one (1) unit right for each existing share held in the Company. One (1) unit right entitled to subscription for one (1) unit. In addition, investors had the option to register for subscription of units without unit rights. One (1) unit consists of two (2) new shares, one (1) warrant of series TO4 and one (1) warrant of series TO5. The subscription period for the Rights issue commenced on 8 January and ended on 22 January 2024, and the subscription price in the Rights issue was SEK 0.80 per unit.

Final outcome and notice of allocation

Notice of allocation to investors who have subscribed for units without unit rights will be sent in connection with the publication of the final outcome, indicatively on 24 January 2024. All those who have subscribed are, based on the preliminary outcome, expected to be allotted. Subscribed and allotted units should be paid on the settlement day, at the latest three days after the settlement note is sent out, in accordance with the instructions on the settlement note. Shareholders with a share deposit will receive notification of allocation and payment in accordance with their respective custodian’s routines.

Trading with BTU and conversion of BTU into units

Trading with paid subscribed units (“BTU”) continues until the registration of the Rights issue at the Swedish Companies Registration Office, which is expected to take place in the beginning of February 2024. As soon as the Rights issue has been registered, BTUs will be converted into shares and warrants of series TO4 and TO5.

Number of shares and share capital

Through the Rights issue, based on the preliminary outcome, the number of shares in the Company will increase by 56,577,474, from 36,594,058 to 93,171,532, and the share capital will increase by SEK 22,630,989.60, from SEK 14,637,623.20 to SEK 37,268,612.80, after consideration of the share capital reduction decided at the Extraordinary General Meeting of the Company on 27 December 2023 which will be registered in connection with the registration of the Rights issue at the Swedish Companies Registration Office.

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.

The Board of Directors of Eurobattery Minerals AB (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) decided on a rights issue of units amounting to approximately SEK 29.3 million (the “Rights issue”) on 22 November 2023, which was approved by the Extraordinary General Meeting on 27 December 2023. Due to the Rights issue, the Board of Directors has prepared a prospectus which has been published today on 3 January 2024. The subscription period commences on 8 January and ends on 22 January 2024.

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

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.

Eurobattery Minerals AB (the “Company”) today, on 27 December 2023, held an Extraordinary General Meeting. The Extraordinary General resolved, inter alia, to approve the board of directors’ resolution on a rights issue of units and other related proposals, as well as the election of a new board member. The notice to the Extraordinary General Meeting and complete proposals for resolutions taken are available on the Company’s website, www.eurobatteryminerals.com.

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:

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.

Shareholders in Eurobattery Minerals AB, reg. no. 556785-4236, are hereby convened to an extraordinary general meeting on 27 December 2023, 10:00 CET at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. Registration for the general meeting will commence at 09:45 CET.

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:

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.

The Board of Directors of Eurobattery Minerals AB (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) has today, 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 (the “Rights issue”). One (1) unit consists of two (2) shares, one (1) warrant of series TO4 and one (1) warrant of series TO5 (the “Warrants”). The subscription price is SEK 0.80 per unit, whereby Eurobattery upon full subscription in the Rights issue would obtain a maximum of approximately SEK 29.3 million before issue costs. For each (1) existing share in the Company, one (1) unit right is obtained. One (1) unit right entitles the holder to subscribe for one (1) unit. The subscription period commences on 8 January and ends on 22 January 2024. In connection with the Rights issue, the Company has undertaken to repay the outstanding convertible loan of SEK 10.0 million and issue a new convertible loan of SEK 5.0 million to Formue Nord Fokus A/S (the “Convertible issue”). Additionally, the Company has secured bridge financing of SEK 4.35 MSEK, to be repaid in full in connection with the registration of the new shares in the Rights issue. Upon full subscription in the Rights issue, the number of shares in the Company will increase by 73,188,116 shares, before any potential utilisation of the Warrants. In addition, the number of shares can increase by an additional maximum of 73,188,116 shares upon full utilisation of the Warrants, assuming full subscription in the Rights issue. The net proceeds from the Rights issue, the Warrants, and the Convertible issue are intended to be used for development of the Hautalampi project, repayment of interest-bearing debts, completion of the acquisition of FinnCobalt Oy (“FinnCobalt”), and financial flexibility for further operations through 2024. The Rights issue is secured to approximately SEK 22.0 million, corresponding to 75.0 per cent of the Rights issue, by subscription and underwriting commitments.

The transaction in brief

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:

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:

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:

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:

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

22 November 2023 Decision on the Rights issue
27 December 2023 EGM
2 January 2024 Last day of trading including unit rights
3 January 2024 Estimated date for publication of the prospectus
3 January 2024 First day of trading excluding unit rights
4 January 2024 Record date for the Rights issue
8 January – 17 January 2024 Trading in unit rights at NGM Nordic SME
8 January – 22 January 2024 Subscription period
8 January 2024 – registration at the Swedish Companies Registration Office Trading in interim units (BTU)
24 January 2024 Estimated date for announcement of the outcome of 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.

Stay updated!
Exciting times ahead.

Join our newsletter and be the first to know about our latest news and trends in the industry.

Please fill in your e-mail.