09 April
2024
Beowulf Mining plc
("Beowulf" or the
"Company")
Completion of Vardar Minerals
Limited Consolidation
Beowulf (AIM: BEM; Spotlight: BEO) is pleased
to announce that the consolidation of 100 per cent ownership of
Vardar Minerals Limited ("Vardar"), initially announced on 4 March
2024, has now completed.
Highlights
· Consolidation of
100 per cent interest in Vardar and its subsidiaries through the
issue of 52,326,761 Beowulf shares
· The new Beowulf
shares are subject to a 12-month lock-in agreement from 8 April
2024
· The consolidation
provides Beowulf with full control and optionality and, through
bringing management and administrative functions in-house, reduces
the overall running cost to Beowulf
· Ismet Krasniqi
appointed to the Board of Vardar
Ed Bowie,
Chief Executive Officer of Beowulf, commented:
"I am
delighted that we have now closed the Vardar transaction and can
focus on moving the business forward. Vardar has an exciting
portfolio of exploration assets in a highly prospective yet
under-explored region. Consolidating the ownership gives us full
operational control and optionality to drive the growth of the
business including reviewing acquisition, divestment, joint venture
and strategic investment opportunities.
"Ismet has
been instrumental in advancing Vardar's interests in Kosovo and I
am delighted he has agreed to join the Board."
Transaction
Detail
Since its initial investment in Vardar in
November 2018, Beowulf invested a total of £3.34 million taking its
ownership to 61.1 per cent. The two founders of Vardar, Luke Bryan
and Adam Wooldridge, each hold a 13.6 per cent interest with the
remaining 11.7 per cent being held by private
individuals.
Vardar held 100 per cent of two direct
subsidiaries, Vardar Exploration Kosovo LLC ("VEK") in Kosovo and
Vardar Geoscience Ltd in the British Virgin Islands, which itself
held a 95 per cent interest in Vardar Geoscience Kosovo LLC ("VGK")
in Kosovo. The remaining 5 per cent interest in VGK was held by
Ismet Krasniqi, Vardar's local partner who is also a director of
VGK.
The initial step in the transaction was the
consolidation of the ownership in VGK. Ismet Krasniqi, in
consideration for his interest in VGK has received new shares in
Vardar representing approximately 5 per cent of the enlarged share
capital of Vardar.
The second stage in the transaction is the
consolidation of 100 per cent ownership of Vardar though the issue
of 52,326,761 Beowulf shares to the Vardar minority holders. The
new Beowulf shares are subject to a 12-month lock-in agreement from
the 8 April 2024 and will be issued at the same time as shares
issued in connection with the Capital Raise. The new shares issued
to the Vardar minority holders will represent approximately 2.7 per
cent of the enlarged share capital post the Capital
Raise.
Luke Bryan and Adam Wooldridge have resigned as
directors of Vardar and its subsidiaries and Ismet Krasniqi will be
appointed as a Director of Vardar.
The consolidation of 100 per cent ownership
provides Beowulf with full strategic and operational control of
Vardar. Vardar holds and has submitted new applications for a
portfolio of exploration licences that are prospective for a range
of precious and base metals as well as lithium. The Company is
focused on advancing this portfolio, further testing a number of
the high priority targets and reviewing strategic opportunities in
the region.
Total Voting
Rights
Application will be made for admission of the
new Ordinary Shares to be admitted to trading on AIM on or around
15 April 2024. The new Ordinary Shares will rank pari passu in all
respects with the Company's existing Ordinary Shares. Following
Admission, the total number of Ordinary Shares in the Company in
issue will be 1,913,072,812. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in the Company
under the FCA's Disclosure and Transparency Rules.
Enquiries:
Beowulf Mining plc
Ed Bowie, Chief Executive
Officer
ed.bowie@beowulfmining.com
SP
Angel
(Nominated Adviser & Joint
Broker)
Ewan Leggat / Stuart Gledhill / Adam
Cowl Tel: +44 (0)
20 3470 0470
Alternative Resource Capital
(Joint Broker)
Alex
Wood
Tel: +44 (0) 20 7186 9004
BlytheRay
Tim Blythe / Megan Ray
Tel: +44 (0) 20 7138 3204
Cautionary
Statement
Statements and assumptions made in this
document with respect to the Company's current plans, estimates,
strategies and beliefs, and other statements that are not
historical facts, are forward-looking statements about the future
performance of Beowulf. Forward-looking statements include, but are
not limited to, those using words such as "may", "might", "seeks",
"expects", "anticipates", "estimates", "believes", "projects",
"plans", strategy", "forecast" and similar expressions. These
statements reflect management's expectations and assumptions in
light of currently available information. They are subject to a
number of risks and uncertainties, including, but not limited to ,
(i) changes in the economic, regulatory and political environments
in the countries where Beowulf operates; (ii) changes relating to
the geological information available in respect of the various
projects undertaken; (iii) Beowulf's continued ability to secure
enough financing to carry on its operations as a going concern;
(iv) the success of its potential joint ventures and alliances, if
any; (v) metal prices, particularly as regards iron ore. In the
light of the many risks and uncertainties surrounding any mineral
project at an early stage of its development, the actual results
could differ materially from those presented and forecast in this
document. Beowulf assumes no unconditional obligation to
immediately update any such statements and/or forecast.