15

Notice of General Meeting

15 January 2016

Beowulf Mining plc

(“Beowulf” or the “Company”)

Notice of General Meeting

Beowulf (AIM: BEM; Aktietorget: BEO), the mineral exploration and development company focused on the Kallak iron ore project in northern Sweden, confirms that it has posted today a Notice of General Meeting of the Company, Chairman’s Letter and Form of Proxy to shareholders. These documents can be found in the Investor section of the Company’s website: www.beowulfmining.com.

The General Meeting will be held at the offices of One Advisory Group, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT on 5 February 2016 at 11.00 a.m. (London time).

The Notice of General Meeting and Chairman’s Letter are reproduced below.

Enquiries:

Beowulf Mining plc

 

Kurt Budge, Chief Executive Officer

Tel: +44 (0) 20 3771 6993

Cantor Fitzgerald Europe

(Nominated Advisor & Joint Broker)

 

Stewart Dickson / Jeremy Stephenson / Phil Davies / Carrie Drummond

Tel: +44 (0) 20 7894 7000

Beaufort Securities Limited

(Joint Broker)

 

Jon Belliss

Tel: +44 (0) 20 7382 8300

Blytheweigh

 

Tim Blythe / Megan Ray

Tel: +44 (0) 20 7138 3204

BEOWULF MINING PLC

(Incorporated and registered in England and Wales with company number 02330496)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting (the “Meeting”) of Beowulf Mining plc (the “Company”) will be held at the offices of One Advisory Group, 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT on 5 February 2016 at 11.00 a.m. to consider and, if thought fit, to pass the following resolutions which will be proposed as to Resolution 1 as an ordinary resolution and as to Resolution 2 as a special resolution:

Resolution 1

THAT the Directors be and are hereby generally and unconditionally authorised to allot equity securities (as defined in section 560 of the Companies Act 2006):

a) in the case of ordinary shares in the Company, having a nominal amount; and

b) in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company having a nominal amount,

not exceeding, in aggregate, £865,000 provided that the authority granted by this resolution shall expire on the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked prior to or on such a date), save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the authorities conferred by these resolutions have expired.

Resolution 2

THAT, subject to the passing of Resolution 1 above, the Directors be given the general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash, either pursuant to the authority conferred by Resolution 1 or by way of a sale of treasury shares, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

a) in the case of ordinary shares in the Company, having a nominal amount; and

b) in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares in the Company,

having a nominal amount not exceeding, in aggregate, £865,000, provided that the power granted by this resolution shall expire on the conclusion of the Company’s next annual general meeting (unless renewed, varied or revoked prior to or on such date), save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

By order of the Board

Liam O’Donoghue

Company Secretary

Beowulf Mining plc

201 Temple Chambers

3-7 Temple Avenue

London

EC4Y 0DT

15 January 2016

Notes

Entitlement to attend, speak and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Company’s register of members at:

  • 6.00 p.m. on 3 February 2016; or,
  • If the Meeting is adjourned, 6.00 p.m. on the day two days prior to the adjourned meeting,

shall be entitled to attend, speak and vote at the Meeting.

Changes to the register of members after 6.00 p.m. on 3 February 2016 shall be disregarded in determining the rights of any person to attend, speak and vote at the Meeting.

Appointment of proxies

2. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a form of proxy with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy.

3. You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please use the procedures set out in the notes to the form of proxy.

4. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy) should be completed, signed and sent or delivered to Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA so as to arrive not less than 48 hours before the time of the meeting. Completion and return of the form of proxy does not preclude a shareholder from subsequently attending and voting at the meeting in person should they subsequently wish to do so.

Issued shares and total voting rights

5. As at 6.00 p.m. on 14 January 2016, the Company’s issued share capital comprised 430,313,824 ordinary shares of one pence each fully paid. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 p.m. on 14 January 2016 is 430,313,824. The Company does not hold any shares in treasury.

Communication

6. Except as provided above, members who have general queries about the Meeting should telephone Liam O’Donoghue on 020 7583 8304 (no other methods of communication will be accepted).

7. You may not use any electronic address provided either:

  • in this notice of general meeting; or
  • in any related documents (including the chairman’s letter and form of proxy),

to communicate with the Company for any purposes other than those expressly stated.

Information to Swedish Depository Receipts holders

Holders of Swedish Depository Receipts of the Company (“SDRs”) who wish to attend or vote by proxy at the Meeting must:

(i) be registered in the register kept by Euroclear Sweden AB (“Euroclear”) by 5:00 p.m. on 26 January 2016;

(ii) notify Skandinaviska Enskilda Banken AB (publ) (“SEB”) of their intention to attend the Meeting no later than 12:00 noon on 29 January, 2016; or

(iii) send an original signed proxy form to SEB so as to arrive at SEB no later than 12:00 noon on 29 January 2016 (unless a SDR holder will attend the Meeting in person).

Please note that requirement (i) above must be fulfilled when the SDR holder chooses to attend the Meeting as well as when he chooses to vote by using the proxy form.

Requirement (i): SDRs are only registered in the name of the SDR holder in the register kept by Euroclear. SDR holders registered in the name of a nominee must have their SDRs registered in their own names in the register at Euroclear to be entitled to attend and/or vote (by an authorised attorney or in person or by proxy form) at the Meeting. SDR holders who hold the SDRs through a nominee must therefore request their nominee to make a temporary owner registration (so-called voting-right registration) in good time before 26 January 2016, if they wish to attend and/or vote.

Requirement (ii): SDR holders who are directly registered in the register at Euroclear or whose SDRs have been voting-right registered by 5:00 p.m. on 26 January 2016 and who wish to attend and vote (by an authorised attorney or in person) at the Meeting must notify SEB of their intention to attend the Meeting no later than 12:00 noon on 29 January 2016. Notice of the intention to attend the Meeting should be made to SEB, by mailing to the address: SEB, Issuer Agent Department, RB6, SE-106 40 Stockholm, by e-mailing issuedepartment@seb.se, by phone +46-8-763 55 60 or by faxing +46-8-763 62 50. Please state your name, phone number, personal number and quantity of SDRs held.

Requirement (iii): SDR holders, who wish to instruct SEB to vote by proxy form, must send their original signed proxy forms by post or courier so as to arrive at SEB, Issuer Agent Department, RB6, SE-106 40 Stockholm, no later than 12:00 noon on 29 January 2016. Proxy forms will be available on www.beowulfmining.com.

SEB will tabulate the incoming proxy forms and notifications of attendance from SDR holders, and present to the Company the final tabulation of the SDR holders who were registered in the register at Euroclear on record date.

Please observe that conversion to or from SDRs and shares will not be permitted during the period between 26 January 2016 up to and including 5 February 2016.

For further information, please refer to:

Beowulf Mining plc www.beowulfmining.com

SEB: Elisabeth Runer Phone: + 46 8 763 71 58

SEB: Freddy Gonzalez Phone: + 46 8 763 55 60

(Incorporated and Registered in England and Wales under the Companies Act 1985 with registered number 02330496)

Directors:

Bevan Metcalf (Non-Executive Chairman)

Kurt Budge (Chief Executive Officer)

Registered Office:

201 Temple Chambers
3-7 Temple Avenue
London
EC4Y 0DT

15 January 2016

Dear Shareholder,

General Meeting to be held at 11a.m. (London time) on 5th February 2016 (the “General Meeting”)

1. Introduction

On 11th January 2016, Beowulf Mining plc (the “Company” or “Beowulf”) announced (the “Announcement”) that it had acquired Oy Fennoscandian Resources AB (“Fennoscandian”), a privately owned graphite exploration company in Finland, (the “Acquisition”) from Rasmus Blomqvist for up to 6.75 million ordinary shares of 1p each in the Company (“Ordinary Shares”).

Shareholders will find accompanying this letter a copy of the Announcement together with a notice of General Meeting and a Form of Proxy for use at the General Meeting.

The Directors are convening the General Meeting in order to enable the shareholders in the Company (“Shareholders”) to grant the Directors the necessary authority and power required to issue Ordinary Shares for the purposes of the Acquisition and to issue further Ordinary Shares for the reasons explained below.

2. Reasons for the General Meeting

Under the terms of the agreement for the Acquisition of Fennoscandian made between the Company and Mr Blomqvist (the “Acquisition Agreement”), the Company may be required to issue to Mr Blomqvist up to 4.65 million Ordinary Shares in addition to the 2.1 million Ordinary Shares issued to him by the Company on completion of the Acquisition.

The Directors do not have the authority and power that is required under the Companies Act 2006 to allot and issue such Ordinary Shares. Accordingly, the General Meeting is being convened in order to pass the requisite resolutions to give the Directors such authority and power.

As well as the issue of Ordinary Shares to Mr. Blomqvist, under the terms of its engagement with its joint broker, Beaufort Securities Limited (“Beaufort”) the Company has agreed to issue 279,329 Ordinary Shares to Beaufort in lieu of payment of the second half of its annual retainer fee.

The Company will also need to raise further funds to continue its efforts to obtain a favourable decision on the Exploitation Concession for Kallak North and, subject to obtaining a favourable decision, advance the development of Kallak and to attract a strategic partner and investor into the project.

Further, the Company needs to raise funds to develop its newly acquired graphite division by virtue of the Acquisition, including the four graphite projects in Finland. As explained in the Announcement, the Company’s work plan for graphite in 2016 includes ranking the projects in the Company’s portfolio, before prioritising funds for exploration activities. The immediate priority is the selection of the most favourable project for generating a maiden resource statement and, based on current knowledge, Viistola would be top of the list.

In addition, Beowulf will be working with its partners in the FennoFlake project, which is a collaborative group, with partners representing the entire graphite value chain, from identification to exploration and mining, processing to end products and market applications.

As a pre-production company, Beowulf, like many other exploration and development companies, does not generate cash flow. As such, it relies on share issues to raise the finance required for the development of its projects and for general working capital purposes. The resolutions to be proposed at the General Meeting will enable the Directors to issue Ordinary Shares to raise these funds.

3. Resolutions

There are two resolutions to be proposed at the General Meeting (the “Resolutions”). Resolution 1 authorises the Directors to allot up to 86.5 million Ordinary Shares, which amounts to approximately 20% of the Company’s existing issued Ordinary Shares. Resolution 2 empowers the Directors to allot the same number of Ordinary Shares for cash other than on a pre-emptive basis, so that existing Shareholders will have no right to participate in any fund raising involving the issue of such number of Ordinary Shares.

The Resolutions together will enable the Directors to issue the Ordinary Shares as required pursuant to the Acquisition Agreement and to raise the further funds as explained in paragraph 2 above, without having to seek any further approvals from Shareholders. Such resolutions are not unusual and similar resolutions are proposed at the Company’s Annual General Meeting each year.

4. Notice of General Meeting

The accompanying notice of General Meeting, which is to be held at the offices of One Advisory Group, 201 Temple Chamber, 3-7 Temple Avenue, London EC4Y 0DT on 5 February 2016 at 11a.m. (London time), sets out the Resolutions to be proposed at the General Meeting as follows:

· Resolution 1:

to authorise the Directors to allot (or to grant the right to subscribe for or convert into) Ordinary Shares up to £865,000 in aggregate nominal amount; and

· Resolution 2:

to empower the Directors to allot (or to grant the right to subscribe for or convert into) Ordinary Shares for cash other than on a pre-emptive basis up to £865,000 in aggregate nominal amount.

5. Action to be taken by Shareholders

Whether or not Shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA as soon as possible and, in any event, so as to arrive no later than 11a.m. (London time) on 3 February 2016. Completion and return of the Form of Proxy will not affect Shareholders’ right to attend and vote in person at the General Meeting if they so wish. Further information regarding the appointment of proxies can be found in the notes to the notice of General Meeting and on the Form of Proxy itself.

In the case of non-registered Shareholders who receive these materials through their broker or other intermediary, they should complete and send a letter of direction in accordance with the instructions provided by their broker or other intermediary.

In order for the Company to be able to issue the further 4.65 million Ordinary Shares which it may be required to issue to Rasmus Blomqvist in accordance with the terms of the Acquisition Agreement and to be able to raise the money to fund its graphite development plan and the development of Kallak and for general working capital purposes, Shareholders will need to pass the Resolutions.

If the Resolutions are not passed, the Company may breach the terms of the Acquisition Agreement and may not be able to fund its proposed upcoming expenditure and to achieve the objectives set by the Board. The Company’s business plan and growth prospects may be materially adversely affected as a result and no assurance can be given that the Company will be able to continue as a going concern.

Accordingly, it is important that Shareholders vote in favour of the Resolutions.

6. Swedish Depositary Receipts

Holders of Swedish Depositary Receipts will be notified of the General Meeting and of the requirements and procedures to be followed if they wish to attend and / or vote at the General Meeting through the arrangements made by the Company with Skandinaviska Enskilda Banken AB, the custodian bank for the Swedish Depositary Receipts, who will contact them through Euroclear Sweden AB. Guidance on the action that holders of Swedish Depositary Receipts will need to take in relation to the General Meeting is set out in the notes to the notice of General Meeting.

7. Responsibility

The Company and the Directors accept responsibility for the information contained in this letter. To the best of the knowledge and belief of the Company and the Directors (which has and who have taken all reasonable care to ensure that such is the case) the information contained in this letter is in accordance with the facts and does not omit anything likely to affect the import of such information.

8. Recommendation

The Directors consider the passing of the Resolutions at the General Meeting to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions as they intend so to do or procure to be done in respect of their own beneficial and other connected interests, amounting in aggregate to 4,415,400 existing Ordinary Shares which represent approximately 1 per cent. of the Company’s existing issued share capital.

Yours faithfully

Bevan Metcalf

Chairman