EQS-News: EBM decides on a rights issue of approx. SEK 49.6M and proposes an authorisation for an over-allotment issue of an additional approx. SEK 15M and decides on the issue of a convertible loan of SEK 10M
EQS-News: Eurobattery Minerals AB
/ Key word(s): Corporate Action
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EBM decides on a rights issue of approx. SEK 49.6M and proposes an authorisation for an over-allotment issue of an additional approx. SEK 15M and decides on the issue of a convertible loan of SEK 10M 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 30 November 2022, decided to carry out a rights issue of a maximum of 16,522,237 units (the "Rights issue"). One (1) unit consists of one (1) share and one (1) warrant. The subscription price for a unit is SEK 3.00, whereby Eurobattery upon full subscription in the Rights issue would obtain approximately SEK 49.6 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 7 December and ends on 21 December 2022. The Board of Directors has also decided to propose that the Extraordinary General Meeting authorises the Board of Directors to decide on an over-allotment issue of units of approximately SEK 15.0 million (the "Over-allotment issue") on the same terms as in the Rights issue. In connection with the Rights issue, the Company has undertaken to partially repay the outstanding convertible loan to Formue Nord Fokus A/S, which has committed to set off the rest of the convertible loan against a newly issued convertible loan of SEK 10.0 million (the "Convertible issue"). As part of the agreement regarding the repayment of the outstanding convertible loan, Formue Nord Fokus A/S will receive 3,333,333 warrants of the same series as the warrants issued through the Rights Issue free of charge. Upon full subscription in the Rights Issue, the number of shares in the Company will increase by 16,522,237 shares, and upon full utilisation of the Over-allotment issue, the number of shares will increase by an additional 5,000,000 shares before any exercise of warrants. In addition, the number of shares can increase by a maximum of 24,855,570 shares upon full utilisation of all warrants, assuming full subscription in the Rights issue and the Over-allotment issue. The proceeds from the Rights issue and the warrants will be used for partial repayment of the current convertible loan to Formue Nord Fokus A/S, completion of the acquisition of FinnCobalt Oy ("FinnCobalt"), as well as to finance the development of the mining operations in Hautalampi and Corcel. The Rights issue is secured to approximately SEK 24.8 million, corresponding to 50.0 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 (for example nickel, copper and cobalt). The Company currently has two flagship projects focusing on nickel, cobalt and copper in northwestern Spain and eastern Finland. Since 1 July 2022, Eurobattery holds 40 per cent of FinnCobalt Oy and the Hautalampi project due to the investment agreement that was signed in May 2020. The Company intends to complete the acquisition of 100 per cent of the shares in FinnCobalt during the first half of 2023. The development in Hautalampi has been favourable and in June 2021 the Company 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. In addition to the completion of the acquisition of Hautalampi, the Company expects to publish an updated preliminary economic assessment (PEA) and a preliminary feasibility study (PFS) for Hautalampi during Q1 2023. The Spanish Corcel project has also shown good progress since the Company’s acquisition of Corcel Minerals S.L. in February 2019. During June 2022, based on previous studies and established NI 43-101 report, the Company was able to estimate the deposit at approximately 60 million tonnes with a significant nickel content. With only 10 per cent of the deposit, the Company could supply nickel for the production of at least 500,000 car batteries. In August 2022, Corcel was taken one step closer to its mining phase when the necessary information for completion of the environmental impact statement and the operating permit was submitted to local authorities. The Company is expected to publish new metallurgical results in Q4 2022 and to start a third drilling campaign in Q1 2023, with the aim of accelerating Corcel to the same project stage as Hautalampi. With respect to Eurobattery's 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 the approval of the Extraordinary General Meeting on 30 November 2022, to carry out the Rights issue of units of approximately SEK 49.6 million. The net proceeds from the Rights Issue and any exercise of the associated warrants are intended to be used for the following purposes, arranged in order of priority:
In order to take advantage of an over-subscription in the Rights issue, the Company has undertaken to offer additional units, corresponding to a maximum of SEK 15.0 million through the Over-allotment issue. The net proceeds from the Over-allotment issue and the warrants are intended to contribute to increased financial flexibility with respect to what has been described above. Terms of the Rights issue, the Over-allotment issue and the Convertible issue The Board of Directors of Eurobattery has today, on 31 October 2022, subject to the approval of the Extraordinary General Meeting on 30 November 2022, decided to carry out a Rights issue of a maximum of 16,522,237 units with preferential rights for existing shareholders. The Board of Directors has also proposed the Extraordinary General Meeting to authorise the Board of Directors to decide on an Over-allotment issue of SEK 15.0 million (5,000,000 units) in order to take advantage of any over-subscription in the Rights issue. The main terms of the Rights issue are presented below:
The subscription price and the other terms of the Over-allotment issue are the same as those of the Rights issue. Since 7 April 2022, Eurobattery has an outstanding convertible loan with a nominal value of SEK 18.0 million to Formue Nord Fokus A/S, which entitles the holder to conversion of up to 1,200,000 new shares in the Company at a conversion price of SEK 15.0 per share. In connection with the Rights issue, the Company has undertaken to repay SEK 8.0 million of the current convertible loan to Formue Nord Fokus A/S, who has committed to offset the remaining convertible loan against a newly issued convertible loan with a nominal value of SEK 10.0 million. As part of the agreement regarding the repayment of the outstanding convertible loan, Formue Nord Fokus A/S will obtain 3,333,333 warrants free of charge, of the same series as those issued free of charge as part of the Rights issue. The terms of the convertible, including the conversion price, have been established through negotiations 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:
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 fully owned company), and CFO Mattias Modén (through fully owned company) have entered into subscription commitments corresponding to their respective pro-rata shares amounting to a total of approximately SEK 1.3 million, or 2.6 per cent, of the Rights issue. In addition, current shareholders have entered into subscription commitments amounting to a total of approximately SEK 0.4 million, or 0.8 per cent. Furthermore, Roberto García Martínez, as well as a consortium of existing and external investors have entered into underwriting commitments amounting to a total of approximately SEK 23.1 million, or 46.6 per cent, of the Rights Issue. The subscription commitments do not entitle to any compensation. The underwriting commitments entitle to an underwriting fee amounting to twelve (12) per cent in cash, implying a maximum cash cost of approximately SEK 2.8 million for the Company, or alternatively, fourteen (14) per cent in the form of units. The subscription price for the units referred to in the underwriting compensation will be based on the volume-weighted average price for the Company's shares during the subscription period for the Rights issue, but not less than SEK 3.00. Overall, the Rights issue is secured by subscription and underwriting commitments amounting to a total of approximately SEK 24.8 million, corresponding to 50.0 per cent of the Rights issue. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements. Indicative timetable for the Rights issue
Extraordinary General Meeting The Board of Directors’ decision on the Rights issue is conditional on the approval of the Extraordinary General Meeting on 30 November 2022. The Extraordinary General Meeting on 30 November 2022 is also proposed to decide on the Convertible issue and to authorise the Board of Directors to decide on the Over-allotment 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 and the Over-allotment issue will be included in the Company's EU growth prospectus, which is expected to be published on 2 December 2022. The prospectus and subscription form will be available on the Company's website, www.eurobatteryminerals.com/ir/. Disclaimer This information is of the kind that the Company is required to disclose in accordance with the EU’s Market Abuse Regulation. The information was issued for publication through the agency of Roberto García Martínez, CEO of Eurobattery Minerals AB, on 31st of October 2022 at 07:30 CET. Advisers Augment Partners AB is acting as the financial advisor and Bird & Bird Advokat KB is acting as the legal advisor in the transaction. For more information, please contact: Roberto García Martínez – CEO E-mail: [email protected] About Eurobattery Minerals Eurobattery Minerals AB is a Swedish mining company listed on Swedish Nordic Growth Market (BAT) and German Börse Stuttgart (EBM). With the vision to make Europe self-sufficient in responsibly mined battery minerals, the company’s focus is to realize numerous nickel-cobalt-copper projects in Europe to supply critical raw materials and, as such, power a cleaner world. Please visit www.eurobatteryminerals.com for more information. Feel free to follow us on LinkedIn and Twitter as well. Mentor Augment Partners AB is the mentor to Eurobattery Minerals AB: Phone: +46 (0) 86 042 255, e-mail: [email protected]. IMPORTANT INFORMATION Publication or distribution of this press release may in some jurisdictions be subject to statutory and legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and observe such restrictions. The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Eurobattery Minerals. This press release does not constitute an offer to acquire securities in the United States. The securities mentioned herein may not be sold in the United States without registration in accordance with The Securities Act of 1933 or without the application of an exception to such registration. The information in this press release may not be released, published, reproduced or distributed in or to the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Switzerland, Singapore, South Africa, or any other country or jurisdiction where such action is not permitted or such action is subject to legal restrictions or would require further registration or other measures than required by Swedish law. Measures contrary to this instruction may constitute a breach of applicable securities laws.
31.10.2022 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG. |
Language: | English |
Company: | Eurobattery Minerals AB |
114 56 Stockholm | |
Sweden | |
Phone: | +49 151 6568 0361 |
E-mail: | [email protected] |
Internet: | www.eurobatteryminerals.com |
ISIN: | SE0012481570 |
WKN: | A2PG12 |
Listed: | Regulated Market in Berlin, Frankfurt, Munich, Stuttgart |
EQS News ID: | 1475061 |
End of News | EQS News Service |
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1475061 31.10.2022 CET/CEST