Bulletin from Extraordinary General Meeting in Eurobattery Minerals AB
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Råvaror |
| Industri | Gruvdrift & metaller |
Eurobattery Minerals AB (publ) (the “Company”) today, on 16 October 2024, 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 an over-allotment issue and to authorise the Board of Directors to resolve on new issuances. Notice of 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 on a rights issue of not more than 50,744,017 units with preferential rights for the Company's existing shareholders with a subscription price of SEK 0.70 per unit, corresponding to SEK 0.10 per share (the "Rights Issue"). The warrants of series TO6 are issued free of charge. Each unit consists of seven (7) shares and four (4) warrants of series TO6. The record date for participation in the Rights Issue is set for 28 October 2024. Through the Rights Issue, the Company’s share capital can increase by a maximum of SEK 27,909,209.35 provided that the Rights Issue is fully subscribed and all warrants of series TO6 issued in the Rights Issue are exercised to subscribe for new shares.
The Extraordinary General Meeting further resolved, in accordance with the Board of Directors’ proposals:
- to amend the share capital limits in the Company's articles of association and to reduce the share capital to decrease the share's quota value to facilitate the Rights Issue;
- to amend the limits for the share capital and the number of shares in the Company's articles of association to facilitate the Rights Issue; and
- to carry out a bonus issue to enable the registration of the general meeting's resolution to reduce the share capital and to carry out the Rights Issue with the Swedish Companies Registration Office.
Over-allotment issue
The Extraordinary General Meeting resolved, in accordance with the Board of Directors’ proposal, to carry out a directed issue of an additional maximum of 14,285,714 units consisting of shares and warrants of series TO6 with deviation from the shareholders' preferential rights, in the event of oversubscription in the Rights Issue and to have the opportunity to broaden the shareholder base with strategic investors (the "Over-allotment Issue"). Each unit consists of seven (7) shares and four (4) warrants of series TO6. The subscription price for each new share in the Over-allotment Issue shall correspond to the subscription price in the Rights Issue, meaning that the subscription price per share is SEK 0.10. The subscription price per unit thus amounts to SEK 0.70. Subscription of units in the Over-allotment Issue shall be made on a separate subscription list no later than on 19 November 2024. Through the Over-allotment Issue the Company’s share capital can increase by a maximum of SEK 7,857,142.70 provided that the Over-allotment Issue is fully subscribed and all warrants of series TO6 issued in the Over-allotment Issue are exercised to subscribe for new shares.
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 and until the next Annual General Meeting, with or without deviation from the shareholders' pre-emptive rights, against payment in cash, non-cash consideration or through set-off, resolve on new issues of shares, convertibles and/or warrants in the Company.
Resolution to reduce the share capital without cancellation of shares and amendment of the articles of association
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, to reduce the Company's share capital by a maximum of SEK 76,378,353.30 so that the Company's share capital after the reduction amounts to SEK 500,000. The reduction shall be carried out without the cancellation of shares and shall be used for allocation to unrestricted equity. The reduction is carried out to adjust the quota value for the Company's share. The reduction of the share capital requires permission from the Swedish Companies Registration Office or a general court. Provided that the necessary permit is obtained, the reduction decision is expected to be executed in January or February 2025.
The new limits for the share capital and the number of shares in the articles of association
In accordance with resolutions passed at the Extraordinary General Meeting, the Company's share capital shall be not less than SEK 60,880,000 and not more than SEK 243,520,000 (prior to the resolution to reduce the share capital that requires permission from the Swedish Companies Registration Office or a general court) and the number of shares in the Company shall be not less than 365,300,000 and not more than 1,461,200,000.