Result of AGM and General Meeting
Beowulf Mining Plc announced that all resolutions proposed at its Annual General Meeting and General Meeting were passed, including the re-election of directors and the re-appointment of auditors. A significant outcome was the approval of a capital reorganisation, which will see each of the 64,703,707 existing ordinary shares sub-divided into one new ordinary share and one deferred B share, with trading of new ordinary shares expected to commence on AIM around July 24, 2026. The company also noted that the subscription remains subject to Swedish FDI approval, anticipated by August 13, 2026, with the financing expected to close shortly thereafter.
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Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and development company, is pleased to announce the results of its Annual General Meeting (AGM) and General Meeting (GM), which were both held earlier today at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT at 11:00 a.m. and 11:15 a.m. respectively.
The resolutions proposed at both the AGM and GM were passed on a poll, the results of which are set out below.
AGM Results
At the AGM, resolutions 1 to 9 were passed as ordinary resolutions and resolution 10 was passed as a special resolution.
| Resolution | Votes for | % | Votes against | % | Votes withheld |
|---|---|---|---|---|---|
| Resolution 1 (Ordinary) To receive the Annual Report and Accounts of the Company for the year ended 31 December 2025 together with the Directors' reports and auditor's report on those accounts. | 8,276,148 | 99.89 | 9,066 | 0.11 | 8,310 |
| Resolution 2 (Ordinary) To accept the Directors' Remuneration Report for the financial year ended 31 December 2025 as set out in the Company's Annual Report and Accounts for the year ended 31 December 2025. | 8,112,831 | 98.00 | 165,836 | 2.00 | 14,857 |
| Resolution 3 (Ordinary) To re-elect Johan Rostin as a director of the Company. | 8,138,639 | 98.17 | 151,944 | 1.83 | 2,941 |
| Resolution 4 (Ordinary) To re-elect Ed Bowie as a director of the Company. | 8,138,164 | 98.16 | 152,419 | 1.84 | 2,941 |
| Resolution 5 (Ordinary) To re-elect Chris Davies as a director of the Company. | 8,145,664 | 98.25 | 144,919 | 1.75 | 2,941 |
| Resolution 6 (Ordinary) To re-elect Mikael Schauman as a director of the Company. | 8,145,639 | 98.25 | 144,944 | 1.75 | 2,941 |
| Resolution 7 (Ordinary) To re-appoint PKF Littlejohn LLP as auditor of the Company. | 8,278,350 | 99.89 | 9,308 | 0.11 | 5,866 |
| Resolution 8 (Ordinary) To authorise the Directors to determine the fees payable to the auditor. | 8,137,270 | 98.24 | 145,847 | 1.76 | 10,407 |
| Resolution 9 (Ordinary) To authorise the Directors to allot shares in the Company. | 8,096,706 | 97.73 | 187,786 | 2.27 | 9,032 |
| Resolution 10 (Special) To disapply pre-emption rights generally. | 8,085,258 | 97.57 | 201,567 | 2.43 | 6,699 |
GM Results
At the GM, resolutions 1 to 4 were passed as ordinary resolutions and resolutions 5 to 7 were passed as special resolutions. Resolution 1 at the GM was proposed in accordance with the Takeover Code and taken on a poll of Independent Shareholders present and by proxy voting at the General Meeting. Members of the Concert Party and their Connected Persons were not permitted to vote on Resolution 1.
| Resolution | Votes for | % | Votes against | % | Votes withheld |
|---|---|---|---|---|---|
| Resolution 1 (Ordinary) To approve the Waiver granted by the Panel on Takeovers and Mergers | 8,315,173 | 97.71 | 195,021 | 2.29 | 9,185 |
| Resolution 2 (Ordinary) To approve the proposed Capital Reorganisation | 8,316,286 | 97.85 | 182,526 | 2.15 | 20,567 |
| Resolution 3 (Ordinary) To authorise the Directors to allot shares in connection with the Proposals | 8,313,810 | 97.69 | 196,384 | 2.31 | 9,185 |
| Resolution 4 (Ordinary) To authorise the Directors to allot shares generally | 8,324,596 | 97.82 | 185,564 | 2.18 | 9,219 |
| Resolution 5 (Special) To disapply statutory pre-emption rights in connection with the Proposals | 8,303,030 | 97.57 | 207,164 | 2.43 | 9,185 |
| Resolution 6 (Special) To disapply statutory pre-emption rights generally | 8,302,996 | 97.57 | 207,164 | 2.43 | 9,219 |
| Resolution 7 (Special) To approve amendments to the Company's Articles of Association | 8,313,776 | 97.82 | 185,036 | 2.18 | 20,567 |
As at 23 July 2026, there were 64,703,707 ordinary shares in issue, resulting in total voting rights of 64,703,707. Shareholders are entitled to one vote per share. Votes withheld are not votes in law and so have not been included in the calculation of the proportion of votes for and against a resolution.
The full text of each resolution proposed at the Annual General Meeting and General Meeting is set out in the respective notices of meeting, which are available on the Company's website.
Capital Reorganisation, Admission and Total Voting Rights
Following the passing of Resolution 2 of the General Meeting, each of the Company's 64,703,707 Existing Ordinary Shares will be sub-divided into one New Ordinary Share of 0.1 pence each and one Deferred B Share of 4.9 pence each. The interests of the existing Shareholders will not be diluted by the implementation of the Capital Reorganisation. With the exception of the Fundraising and Settlement Shares, there will be the same number of New Ordinary Shares in issue as there are Existing Ordinary Shares. The New Ordinary Shares will have the same rights as to voting, dividends and return on capital as the Existing Ordinary Shares.
Dealings on AIM in the Existing Ordinary Shares is expected to cease at the close of business on 23 July 2026. Application has been made for the admission of 64,703,707 New Ordinary Shares to trading on AIM ("Admission") and it is expected that Admission will take place and that trading in the New Ordinary Shares will commence at 8.00 a.m. on or around 24 July 2026. No application will be made for admission of the New Deferred Shares to trading on AIM nor will any such application be made to any other exchange.
Following Admission, there will be a total of 64,703,707 New Ordinary Shares, with voting rights, in issue. The Company does not hold any shares in treasury. Consequently, 64,703,707 is the figure which may be used by shareholders as the denominator for the calculation 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 Guidance and Transparency Rules.
Expected Timetable
The Subscription remains subject to Foreign Direct Investment ("FDI") approval in Sweden.
Submission of the notification to the Swedish Inspectorate of Strategic Products was made on 29 June 2026 in order to seek Swedish FDI approval. The Inspectorate of Strategic Products subsequently requested some additional information on 8 July 2026 which was provided on 9 July 2026. No further requests have been received and, therefore, the Company believes that the application is deemed to be complete. The approval process is anticipated to be completed within 25 business days from receipt of a complete application and, subject to there being no further requests from the Inspectorate of Strategic Products, is therefore expected to be received by on or around 13 August 2026.
The Financing is expected to close within two to three days of receipt of the FDI approval.
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