PrimaryBid Offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND.

Beowulf Mining plc

("Beowulf" or the "Company")

PrimaryBid Offer

• Beowulf announces a conditional offer for subscription of up to 266,282,272 new Ordinary Shares via PrimaryBid;
• The Issue Price for the new Ordinary Shares is 0.61 pence per new Ordinary Share, representing a discount of 18.7 per cent to the closing mid-price of the Company's existing Ordinary Shares on 13 March 2024;
• Investors can take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor;
• The PrimaryBid Offer is available to both existing shareholders and new investors;
• There is a minimum subscription of £250 per investor in the PrimaryBid Offer;
• No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer;

PrimaryBid Offer

Beowulf (AIM: BEM), the mineral exploration and development company, is pleased to announce, a conditional offer for subscription of up to 266,282,272 new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "PrimaryBid Offer") at an issue price of 0.61 pence per new Ordinary Share (the "Issue Price"), being a discount of 18.7 per cent to the closing mid-price of the Company's existing Ordinary Shares on 13 March 2024. The Company announced its intention to launch the PrimaryBid Offer on 4 March 2024.

The Company is also conducting a preferential rights issue ("Rights Issue" and together with the PrimaryBid Offer, the "Capital Raise") of up to 1,035,553,623 Swedish Depository Receipts ("SDRs"). The SDRs represent interests in ordinary shares in the Company and the Rights Issue will, if fully subscribed, amount to approximately SEK 82.8 million (approximately £6.3 million) before deduction for transaction related costs.

The new SDRs ("New SDRs") will be offered at a price of SEK 0.08 per SDR (the "SDR Offer Price"). The Rights Issue will be open to Swedish investors at the same time as the opening of the subscription period for the PrimaryBid Offer. The Rights Issue will close around the same time as the PrimaryBid Offer, although the PrimaryBid Offer may close early if it is oversubscribed.

The Capital Raise is conditional, inter alia, on the shares to be issued pursuant to the Capital Raise being admitted to trading on AIM at or before 8.00 a.m. on 18 April 2024. The PrimaryBid Offer will not be completed without the Rights Issue also being completed.

The Company will use the funds raised in the PrimaryBid Offer across Beowulf's projects and to repay amounts advanced under the Company's bridge loan financing arrangements and corporate costs.

Reason for the PrimaryBid Offer

The Rights Issue is only available to qualifying holders of SDRs on the record date. However, the Company values its UK investor base and is therefore pleased to provide UK investors with the opportunity to participate in the Capital Raise via the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

• AJ Bell;
• Hargreaves Lansdown; and
• interactive investor.

Applications for new Ordinary Shares through participating partners may be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Some partners may only accept applications from existing shareholders.

The PrimaryBid Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The PrimaryBid Offer is expected to close at 12.00 p.m. (GMT) on 28 March 2024 and may close early if it is oversubscribed. The result of the PrimaryBid Offer will be announced in due course.

There is a minimum subscription amount of £250 per investor in the PrimaryBid Offer.

Existing shareholders in the Company are likely to be given preferential allocation. The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

The new Ordinary Shares to be issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the new Ordinary Shares to be issued pursuant to the Rights Issue and the Company's existing Ordinary Shares.