Bluelake Mineral enters into an agreement with Fenja Capital II regarding a commitment to subscribe for convertibles of up to SEK 12.5 million and intends to resolve upon a directe
The board of Bluelake Mineral AB (publ) ("Bluelake Mineral" or the "Company") has today entered into an agreement with Fenja Capital II A/S (formerly Formue Nord) ("Fenja") regarding a commitment to subscribe for convertible debentures in the Company with a nominal amount corresponding to 10 percent of the Company's market value after a completed directed share issue, but a maximum of SEK 12.5 million (the "Convertible Loan"). Payment for the convertibles shall be made by offsetting the previous convertible loan from Fenja, which matures on June 30, 2025 (the "Claim"). If the nominal amount of the Convertible Loan exceeds the nominal amount of the Claim, Fenja shall pay the difference in cash to the Company. If the nominal amount of the Convertible Loan is less than the nominal amount of the Claim, Bluelake shall repay the difference in cash to Fenja. According to the Convertible Loan agreement, the Company shall also issue 5,180,436 warrants free of charge to Fenja. The warrants may be used for the subscription of shares from registration until March 31, 2030, at a subscription price of SEK 1.40. The Convertible Loan means, that all or part of the Claim is offset against a new convertible loan, which, among other things extends the Company's financing until June 30, 2026. The disbursement of the Convertible Loan is conditional upon, among other things, that the proceeds from the Share Issue amount to at least SEK 5 million. If the Convertible Loan exceeds the nominal amount of the Claim, the difference is intended to be used for the Company's continued operations over the next twelve months.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL, BE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
Summary of the Convertible Loan
- The board has entered into an agreement with Fenja regarding the commitment to subscribe for convertible debentures in the Company with a nominal amount corresponding to 10 percent of the Company's market value after the directed share issue, but a maximum of SEK 12.5 million. The Company's market value shall be calculated as the volume-weighted average price (VWAP) ten trading days before the board's resolution to issue the convertible debentures.
- The Company also intends to carry out a directed share issue before the board resolves upon the issue of convertibles in accordance with the Convertible Loan (the "Share Issue"). The proceeds from the Share Issue are intended to be used for the Company's continued operations over the next 12 months and any repayment of the Claim that is not offset against the Convertible Loan. When the structure of the Share Issue has been determined, further information will be disclosed in a separate press release, including the reasons for deviating from the shareholders' preferential rights.
- Payment for the Convertible Loan shall be made by offsetting the Claim. If the nominal amount of the Convertible Loan exceeds the nominal amount of the Claim, Fenja shall pay the difference in cash to the Company. If the nominal amount of the Convertible Loan is less than the nominal amount of the Claim, Bluelake shall repay the difference in cash to Fenja.
- The disbursement of the Convertible Loan is conditional upon that the average trading volume in the Company's share during the ten trading days preceding the board's resolution to issue the convertible debentures exceeds a value of SEK 100,000 and that issue proceeds from the Share Issue is not less than SEK 5 million.
- The issue of the convertible debentures shall be resolved upon by the board and approved by the general meeting no later than June 30, 2025. The Company will disclose a new press release when the board has resolved upon the convertibles. A notice to the general meeting will also be disclosed separately after the resolution regarding the convertibles.
- The convertibles shall carry the right to conversion until June 30, 2026, at a conversion rate of SEK 1.20.
- To the extent that conversion has not taken place, the Convertible Loan falls due for payment on 30 June 2025.
- The Convertible Loan carries a yearly interest rate of twelve (12) percent plus STIBOR 3 months, payable Accrued interest must be paid in cash.
- The Company shall issue 5,180,436 warrants free of charge to Fenja. The warrants may be used to subscribe for shares from registration until March 31, 2030. The subscription price when exercising the warrants for the subscription of shares amounts to SEK 1.40 per warrant, corresponding to 140 percent of the closing price on March 20, 2025.
- If all warrants are exercised for the subscription of shares, the number of shares will increase by 5,180,436 and the share capital will increase by SEK 518,043.6.
The reason for deviating from the shareholders' preferential rights is to ensure the most efficient financing for the repayment of the Company's outstanding convertible loan of SEK 10 million, that the Company took out in February 2024, and which is due for payment on June 30, 2025, as well as possibly the Company's continued operations over the next twelve months. Through the Convertible Loan, the current outstanding convertible loan is replaced with a new convertible loan, which, among other things, means extended debt financing for the Company. The board has considered the possibility of financing the repayment of the loan by carrying out a rights issue of shares or a rights issue of convertible debentures. The board has concluded that a rights issue would entail a significantly longer implementation time and thus increased market risk exposure. The reduced time required for the issue process means, among other things, reduced exposure to this market risk, and that the Company's management can more quickly focus on the Company's continued development. In addition, the costs for the directed issue of convertible debentures are deemed to be significantly lower than in the case of a rights issue. It is the board's assessment that a rights issue in the current market climate would likely require a substantial underwriting commitment from a guarantee consortium, which would entail additional costs for the shareholders. In light of the above, it is the board's overall assessment that the directed issue of convertible debentures constitutes the most efficient financing of the repayment of the Company's debt and to strengthen the Company's financing and is beneficial for the Company and its shareholders.
The subscription price for the convertible debentures correspond to the nominal amount and has been determined through negotiations with Fenja at arm's length and is considered by the board - in light of the agreement - to be market-based.
"The decision on extended and expanded funding from Fenja up until the middle of next year is very positive and gives us the opportunity to focus our financial resources on the development of projects and permits during the year. In parallel, we continue to work with other financial solutions via, among other things, government and regional development financing in Norway," says the company's CEO Peter Hjorth.
Stockholm, March 2025 Bluelake Mineral AB (publ) The Board of Directors
Disclosure of Information
This information is information that Bluelake Mineral AB (publ) is obliged to make public according to the EU's market abuse regulation. The information was submitted, via the person below, for publication on March 21, 2025 at 7.50 CET.
Additional information
For additional information, please contact:
Peter Hjorth, CEO, Bluelake Mineral AB (public), phone +46-725 38 25 25 Email: [email protected]
General information about the Company
Bluelake Mineral AB (public) is an independent Swedish company active in exploration and mine development of copper, zinc, nickel and gold resources.
The Company owns approximately 99% of the subsidiary Vilhelmina Mineral AB, which is focusing on development of copper and zinc deposits in the Nordic region. In Sweden, the Company owns Stekenjokk-Levi project, where a total of approximately 7 million tonnes of ore were mined between 1976 and 1988 with an average grade 1.5% Cu and 3.5% Zn. Stekenjokk-Levi is, according to a recent Mineral Resource Estimate by SRK Consulting, containing inferred mineral resources of approximately 6.7 million tonnes with 0.9 % Cu, 2.7 % Zn, 0.6 % Pb, 55 Ag g/t and
0.2 g/t Au for Stekenjokk and inferred mineral resources of 5.1 million tonnes with 1.0 % Cu, 1.5 % Zn, 0.1 % Pb, 22 Ag g/t and 0.2 g/t Au for Levi (at a NSR cut-off of 60 USD/t). In Norway, the Company is owner of Joma Gruver AS which holds exploitation rights for the Joma field, where approximately 11.5 million tonnes of ore were processed between 1972 and 1998 with an average grade of 1.5% Cu and 1.5% Zn. The Joma field (excluding Gjersvik) is, according to a recent mineral estimate by SRK Consulting, containing indicated mineral resources of approximately 6 million tonnes with grades amounting to 1.00 % Cu and 1.66 % Zn and inferred resources of 1.2 million tonnes with grades 1.2 % Cu and 0.7 % Zn (at cut-off of 50 USD/t).
In addition, the Company holds exploitation concessions for the nickel project Rönnbäcken (which is Europe's largest known undeveloped nickel resource) and an exploration permit for Orrbäcken, both which are located in Sweden. According to a recently updated mineral resource update in by the mining consulting company SRK, the Rönnbäcken project contains a mineral resource of 600 million tonnes with an average grade of 0.18% Ni, 0.003% Co and 5.7% Fe ("measured and indicated"). The updated preliminary economic assessment that SRK completed predicts a production of 23,000 tonnes of nickel, 660 tonnes of cobalt and 1.5 million tonnes of iron per year for 20 years, which would be a significant share of Sweden's total annual use of nickel which thereby has a strategic value. Orrbäcken is considered to have potential as a nickel deposit.
Further, the Company holds an exploration permit for Kattisavan which is considered to have potential as a gold resource and is located within the so-called gold line, close to projects such as Svartliden, Fäboliden and Barsele.
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 Bluelake Mineral.
This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the issuance. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
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, 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.
In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Bluelake Mineral AB (publ) or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.
This announcement does not constitute an investment recommendation. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
Om Bluelake Mineral
Bolagets affärsidé är att identifiera, förvärva och utveckla intressanta mineralprojekt fram till gruvstart och att antingen driva gruvan i samarbete med större industriell partner eller sälja projekten till dylik partner. Fokus ligger på utveckling av basmetallprojekt i Norden.
Prenumerera
Få löpande information från Bluelake Mineral via e-post.