One of Eurobattery Minerals’ largest shareholders, an investment company from Switzerland, has informed the Company that they have subscribed for approximately SEK 2.2 million or approximately 6.2 per cent of the ongoing rights issue of approximately SEK 35.5 million.

As previously announced, the Company has received subscription commitments from members (current and previous) of the Board of Directors and the management team totalling approximately SEK 3.1 million or approximately 8.7 per cent of the rights issue. The combined known subscriptions from members of the Board and management (current and previous) and larger shareholders now total approximately SEK 5.3 million or approximately 14.9 per cent of the rights issue.

“We are thrilled by the strong support from our major investors, which reflects their belief in our mission to secure responsibly sourced battery minerals for Europe. This commitment, particularly from one of our largest shareholders, underscores confidence in our vision and our strategic direction. Together with our dedicated team, we remain focused on developing sustainable solutions that support Europe’s journey toward a cleaner, self-sufficient future,” said Roberto García Martínez, CEO of Eurobattery Minerals.

All these contributions highlight the steadfast confidence of our largest investors in Eurobattery Minerals’ vision and strategic goals.

This investment reinforces our commitment to responsible battery mineral exploration and development in Europe, aligning with our vision to power a cleaner, self-sufficient future.

The subscription period for Eurobattery Minerals’ rights issue runs until November 13, 2024.

IMPORTANT INFORMATION
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery in any jurisdiction, either from Eurobattery or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights issue which is described in this press release has been registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available, among other things, on Eurobattery’s website.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act“), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Video: Market update – October 2024
The CEO of Eurobattery Minerals, Roberto García Martínez, was interviewed and presented a market update in a video published on 30 October 2024. In the video, which is directed to shareholders, potential investors and other stakeholders, a summary was presented regarding the work carried out in the Finnish battery mineral project Hautalampi during 2024, the Spanish Castriz project in Corcel and the planned development for the near future. The video is available on Eurobattery Minerals´ YouTube channel, https://www.youtube.com/watch?v=r-PVL8VBjyI, and issue website, https://investors.eurobatteryminerals.com/en/rights-issue-2024-2/.

“We have been very active since 2020, when we acquired the Hautalampi battery mineral project, and we just finalised the full acquisition a couple of months ago. We have achieved many milestones over the last years, including applying for the environmental permit which we submitted to the authorities a couple of months ago. Additionally, we have been working closely with the Finnish authorities to monitor our environmental processes. In August, we applied to categorise the project as a European Strategic Project under the new Critical Raw Materials Act. And just a few weeks ago, we closed on a non-binding agreement with Boliden, a large mining group, which poised to buy the entire copper concentrate production from Hautalampi. All these achievements probably make this project one of the most important projects in the Scandinavian countries in decades,” commented the CEO about the Hautalampi project.

The terms in brief

• Subscription price: SEK 0.70 per unit (SEK 0.10 per share, the warrants are obtained free of charge).
• Gross volume: Approximately SEK 35.5 million in the event of a full subscription in the Rights issue, and an additional approximately SEK 10.0 million in the event of full utilisation of the Over-allotment issue.
• Terms: One (1) share held on the record date gives one (1) unit right. Three (3) unit rights entitle to subscription for one (1) unit. One (1) unit consists of seven (7) new shares and four (4) warrants of series TO6.
• Trading in unit rights at NGM Nordic SME: 30 October 2024 – 8 November 2024.
• Subscription period: 30 October 2024 – 13 November 2024.
• Estimated date for announcement of the outcome of the Rights issue: 15 November 2024.
• Commitments: The Rights issue is covered by subscription commitments and underwriting commitments totalling approximately SEK 21.3 million, corresponding to approximately 60.0 per cent. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.

The terms and conditions of the Rights issue and the Over-allotment issue are included in the Company’s EU growth prospectus, which was published on 28 October 2024. The prospectus and subscription form are available on the Company’s issue site, https://investors.eurobatteryminerals.com/en/rights-issue-2024-2/, during the subscription period.

Advisers
Augment Partners AB is acting as the financial advisor and Advokatfirman Schjødt is acting as the legal advisor to the Company in connection with the transaction.

IMPORTANT INFORMATION
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery Minerals in any jurisdiction, either from Eurobattery Minerals or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights issue which is described in this press release has been registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available, among other things, on Eurobattery Minerals´ website.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act“), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

EU growth prospectus
In connection with the Rights issue, the Board of Directors of Eurobattery Minerals has prepared an EU growth prospectus which today has been approved and registered by the Swedish Financial Supervisory Authority and subsequently published by the Company. The Prospectus is available for download on the Company’s issue site, https://investors.eurobatteryminerals.com/en/rights-issue-2024-2/, Augment Partners AB’s offer site, https://www.augment.se/offerings/, and on Aqurat Fondkommission AB’s website, https://aqurat.se/. Subscription forms will be available on the websites mentioned above before the subscription period starts on 30 October 2024. The Prospectus will also be made available on the Swedish Financial Supervisory Authority’s website, https://www.fi.se/en/.

The terms in brief

• Subscription price: SEK 0.70 per unit (SEK 0.10 per share, the warrants are obtained free of charge).
• Gross volume: Approximately SEK 35.5 million in the event of a full subscription in the Rights issue, and an additional approximately SEK 10.0 million in the event of full utilisation of the Over-allotment issue.
• Terms: One (1) share held on the record date gives one (1) unit right. Three (3) unit rights entitle to subscription for one (1) unit. One (1) unit consists of seven (7) new shares and four (4) warrants of series TO6.
• Trading in unit rights at NGM Nordic SME: 30 October 2024 – 8 November 2024.
• Subscription period: 30 October 2024 – 13 November 2024.
• Estimated date for announcement of the outcome of the Rights issue: 15 November 2024.
• Commitments: The Rights issue is covered by subscription commitments and underwriting commitments totalling approximately SEK 21.3 million, corresponding to approximately 60.0 per cent. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.

The terms and conditions of the Rights issue and the Over-allotment issue are included in the Company’s EU growth prospectus.

Advisers
Augment Partners AB is acting as the financial advisor and Advokatfirman Schjødt is acting as the legal advisor to the Company in connection with the transaction.

IMPORTANT INFORMATION
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery Minerals in any jurisdiction, either from Eurobattery Minerals or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights issue which is described in this press release has been registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and is available, among other thigs, on Eurobattery Minerals´ website.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act“), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

“The third quarter of 2024 has been transformative for Eurobattery Minerals. With the complete acquisition of FinnCobalt Oy, the extension of key partnerships, and our strategic offtake agreement with Boliden, we are firmly advancing toward establishing a sustainable battery mineral supply chain in Europe. The upcoming rights issue will further strengthen our financial foundation, ensuring that we stay on track to realize the potential of the Hautalampi project and support the EU’s green transition,” comments Roberto García Martínez, CEO of Eurobattery Minerals, regarding the third quarter of 2024.

Strategic and operational highlights Q3 2024

• On 26 July, the Company exercised its option to acquire the remaining 30 per cent of FinnCobalt Oy, the owner of the ground and mining rights to the nickel-cobalt-copper project Hautalampi. Following the closing of the acquisition, Eurobattery Minerals’ share of ownership in FinnCobalt amounts to 100 per cent.
• On 7 August, Eurobattery Minerals extended the non-binding Letter of Intent (LOI) signed with Tungsten San Juan (TSJ) in May 2024. The parties extended the term and exclusivity of the LOI by mutual agreement, and until further notice. All other terms and conditions of the LOI remain unchanged.
• On 21 August, Eurobattery Minerals submitted the application for the battery mineral project Hautalampi to become a Strategic Project under the CRMA. The European Commission is expected to announce the first list of Strategic Projects in December 2024.
• On 28 August, the Company entered into a non-binding offtake agreement with Boliden AB for its Hautalampi battery mineral project in Finland. The accord is a long-term purchase agreement for the Hautalampi copper concentrates and is valid for a minimum of 10 years.
• On 16 September, Eurobattery Minerals decided on a rights issue of units of approximately SEK 35.5 million and to undertake to carry out a convertible issue of SEK 4.0 million.

Key financial figures for Q3 2024

• Net sales amounted to SEK 0 thousand (Q3 2023: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -4,464 thousand (Q3 2023: SEK -8,481 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.04 (Q3 2023: SEK -0.25).
• Earnings per share after financial items after dilution amounted to SEK -0.03 (Q3 2023: SEK -0.23).
• Cash flow from operating activities was SEK 269 thousand (Q3 2023: SEK 2,048 thousand).

Detailed financial information
The Q3 report for 2024 of Eurobattery Minerals AB is available for download at the Company’s website and can be viewed in the attachment of the release (see below).

Updated terms for the Rights issue
The Board of Directors of Eurobattery Minerals resolved on 16 September 2024, subject to subsequent approval by the general meeting, on a Rights issue of units with preferential rights for existing shareholders. The Extraordinary General Meeting held on 16 October 2024, resolved to approve the Board’s decision to carry out the Rights issue. Furthermore, the Extraordinary General Meeting resolved on the Over-allotment issue with the purpose to cover any potential over-allotment in the Rights issue.

The main terms of the Rights issue are presented below:

• Anyone who is registered as a shareholder in Eurobattery Minerals on the record date, 28 October 2024, will receive one (1) unit right for every (1) existing share. Three (3) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of seven (7) new shares and four (4) warrants of series TO6 (the “Warrants”).
• The last day of trading in the Company’s share including the right to participate in the Rights issue is 24 October 2024, and the first day of trading in the Company’s share excluding the right to participate in the Rights issue is 25 October 2024.
• The unit rights are expected to trade on NGM Nordic SME between 30 October and 8 November 2024.
• The subscription price is SEK 0.70 per unit, corresponding to SEK 0.10 per share (the Warrants are obtained free of charge).
• The subscription period commences on 30 October and ends on 13 November 2024.
• The Rights issue comprises an issue of a maximum of 50,764,348 units, corresponding to 355,350,436 shares and 203,057,392 Warrants, implying gross proceeds of approximately SEK 35.5 million at most upon full subscription before any exercise of Warrants and issue costs which are estimated to amount to a maximum of approximately SEK 5.3 million (including underwriting fee). In the event of full utilisation of the Over-allotment issue, an additional maximum of at most 14,285,714 units, corresponding to 99,999,998 shares and 57,142,856 Warrants, may be issued, resulting in additional gross proceeds of approximately SEK 10.0 million before any exercise of Warrants and issue costs which are estimated to amount to a maximum of approximately SEK 0.5 million.
• One (1) Warrant will entitle to subscription for one (1) new share during the exercise period commencing on 12 May and ending on 23 May 2025, at a price corresponding to 70 per cent of the volume-weighted average price of the Company’s share during the period commencing on 24 April and ending on 8 May 2025, but not less than the nominal share price and no more than SEK 0.12 per share.
• Upon full subscription in the Rights issue and the Over-allotment issue, full utilisation of the issued Warrants will generate additional gross proceeds for the Company of up to approximately SEK 31.2 million, before issue costs which are estimated to amount to a maximum approximately SEK 1.1 million.
• For existing shareholders who do not participate in the Rights issue the dilution will be approximately 70.0 per cent in the case of full subscription in the Rights issue and an additional approximately 16.5 per cent in the case of full utilisation of the Over-allotment issue. Under the condition of full subscription in the Rights issue and the Over-allotment issue, as well as full utilisation of all the associated Warrants, the maximum total dilution amounts to approximately 82.5 per cent.
• The Rights issue is covered by subscription commitments totalling approximately SEK 3.1 million, corresponding to approximately 8.7 per cent of the Rights issue, and underwriting commitments totalling approximately SEK 18.2 million, corresponding to approximately 51.3 per cent of the Rights issue. Altogether, the Rights issue is thus covered by subscription commitments and underwriting commitments totalling approximately SEK 21.3 million, corresponding to approximately 60.0 per cent of the Rights issue. Neither the subscription commitments nor the underwriting commitments are secured by bank guarantees, escrow funds, pledge or similar arrangements.
• The new shares and Warrants are intended to be taken up for trading on NGM Nordic SME.

The subscription price in the Over-allotment issue is the same as in the Rights issue.

Indicative timetable for the Rights issue

Prospectus
The full terms and conditions of the Rights issue and the Over-allotment issue will be included in the Company’s EU growth prospectus, which is expected to be published around 28 October 2024. The prospectus and subscription form will be available on the Company’s website, https://investors.eurobatteryminerals.com/.

Advisers
Augment Partners AB is acting as the financial advisor and Advokatfirman Schjødt is acting as the legal advisor to the Company in connection with the transaction.

IMPORTANT INFORMATION
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery Minerals in any jurisdiction, either from Eurobattery Minerals or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. A prospectus will be prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act“), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nordic Growth Markets’ rules.

Number of shares and share capital
Through the new share issue the Company will receive gross proceeds of approximately SEK 24 thousand before issue costs. The number of shares will increase by 60,992 shares, from 152,232,052 shares to 152,293,044 shares, when the new shares are registered by the Swedish Companies Registration Office. The share capital will increase by SEK 24,396.80, from SEK 60,892,820.80 to SEK 60,917,217.60, which implies a dilution of approximately 0.04 per cent.

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.

Terms for the warrants in brief

• Holders of Warrants of series TO5 have the right to subscribe for one (1) new share in the Company for each (1) held Warrant of series TO5 at a subscription price of SEK 0.40 per share.
• The number of outstanding Warrants of series TO5 is 33,268,890, which upon full subscription would imply an increase of 33,268,890 shares in the Company, from 152,232,052 shares to 185,500,942 shares.
• Upon full exercise of the Warrants of series TO5, the Company will receive a maximum of approximately SEK 13.3 million before issue costs.
• The subscription period for the Warrants of series TO5 runs from 7 October to 18 October 2024.
• The last day of trading in Warrants of series TO5 is on 16 October 2024.
• The outcome is expected to be published on 22 October 2024.
• For existing investors who do not participate in the issue of shares by exercising Warrants of series TO5, the dilution will be approximately 17.9 per cent upon full exercise of the outstanding Warrants of series TO5.

Other information
For investors that have their Warrants of series TO5 registered in a depository at a nominee, subscription, and payment by exercise of Warrants of series TO5 must be made in accordance with instructions from each respective nominee. Please contact your nominee for further information.

For investors that have their Warrants of series TO5 directly registered on a VP account, subscription and payment by exercise of Warrants of series TO5 must be made according to instructions on the subscription form, which will be available for download on the Company’s issue site, investors.eurobatteryminerals.com/en/warrants-series-to5/.

For more information about the Warrants of series TO5, please see the complete terms which are available for download on the Company’s issue site, investors.eurobatteryminerals.com/en/warrants-series-to5/.

Advisers
Augment Partners AB acted as the financial advisor and Advokatfirman Schjødt acted as the legal advisor to the Company in connection with the transaction.

IMPORTANT INFORMATION

Publication, release, or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Eurobattery Minerals in any jurisdiction, either from Eurobattery Minerals or from anyone else.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act”), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 and has not been approved by any regulatory authority in any jurisdiction. A prospectus was produced by the Company in connection with the Rights Issue in which warrants of series TO5 were issued. The prospectus is kept available at, inter alia, the Company’s website.

The reason for bringing forward the publication of the interim report is to enable persons discharging managerial responsibilities, who are subject to trading ban during a 30-day period before the publication of the interim report, to fulfil their subscription commitments and subscribe for units in the Rights issue.

Participation in the general meeting
Shareholders who wish to participate in the general meeting must (i) be recorded in the share register maintained by Euroclear Sweden AB on 8 October 2024 and (ii) no later than on 10 October 2024 give notice by post to Advokatfirman Schjødt, att. William Hellsten, Box 715, 101 33 Stockholm or by e-mail to ir@eurobatteryminerals.com. When providing such notice, the shareholder should set forth the name, address, telephone number (daytime), personal/corporate identity number and the number of shares held.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. A proxy form is available on the company’s website, under the section Investor Relations. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Advokatfirman Schjødt, att. William Hellsten, Box 715, 101 33 Stockholm or by e-mail to ir@eurobatteryminerals.com, so that it is received no later than on 10 October 2024.

Nominee-registered shares
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of 8 October 2024 to be entitled to participate in the general meeting. Such registration may be temporary (so called voting right registration). A shareholder who wishes to register its shares in its own name must, in accordance with the nominee’s procedures, request that the nominee carries out such voting right registration. Voting right registrations completed no later than on 10 October 2024 are taken into account when preparing the meeting’s register of shareholders.

Proposed agenda

1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Determination whether the meeting has been duly convened
7. Resolutions to amend the articles of association and to reduce the share capital in order to enable the issues of units under items 8 and 9
   1. The board of directors’ proposal to amend § 4 of the articles of association
   2. The board of directors’ proposal to reduce the share capital
8. Resolutions to amend the articles of association and on an issue of units with preferential rights for the company’s shareholders
   1. The board of directors’ proposal to amend § 4 and § 5 of the articles of association
   2. Approval of the board of directors’ resolution on an issue of units with preferential rights for the shareholders
9. Resolution on an over-allotment issue
10. Resolutions to amend the articles of association and on a bonus issue to enable registration of the resolution to reduce the share capital under item 7 and the new issues of units under items 8 and 9
11. Authorisation for the board of directors to resolve on new issues
12. Resolution to amend § 4 of the articles of association and to reduce the share capital without cancellation of shares
13. Closing of the meeting

PROPOSALS FOR RESOLUTION

Item 7 – Resolutions to amend the articles of association and to reduce the share capital in order to enable the issues of units under items 8 and 9

General information regarding the board of directors’ proposal under item 7
To enable the execution of the board of directors’ resolution on issues of units in accordance with items 8 and 9, the board of directors proposes that resolutions be passed at the general meeting in respect of a share capital reduction and amendments to the limits of the share capital in the articles of association. The items 7 a) – b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with items 8 and 10. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 7 a) – The board of directors’ proposal to amend § 4 of the articles of association
To enable the reduction of the share capital under item 7 b), the board of directors proposes that the general meeting resolves that the share capital limits in § 4 of the articles of association be amended as follows.

§ 4 in the articles of association is proposed to have the following wording.

Proposed wording
The share capital may not be less than SEK 7,000,000 and no more than SEK 28,000,000.

Item 7 b) – The board of directors’ proposal to reduce the share capital
The board of directors proposes that the general meeting resolves on a reduction of the company’s share capital by SEK 53,281,218.20. The reduction shall be made without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares to enable the issues proposed under items 8 and 9. Following the reduction, the company’s share capital will amount to SEK 7,611,602.60 divided between 152,232,052 shares in total (prior to the issuance of units), each share having a quota value of SEK 0.05.

The board of directors’ statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The effect of the board of directors’ proposal is that the company’s share capital is reduced by SEK 53,281,218.20 to SEK 7,611,602.60. The new issue of units, pursuant to item 8, increases the share capital by up to SEK 17,760,405.95 and the bonus issue pursuant to item 10 further increases the share capital by SEK 42,624,974.35. By carrying out a new issue of units and a bonus issue at the same time as the share capital reduction, the share capital increases by at least the reduction amount. The company may thus execute the reduction without approval from the Swedish Companies Registration Office or public court, since the measures taken together do not result in a decrease in the company’s restricted equity nor share capital.

Item 8 – Resolutions to amend the articles of association and on an issue of units with preferential rights for the company’s shareholders

General information regarding the board of directors’ proposals under item 8
To enable the registration of the resolution on an issue of units under item 8 b) below, the board of directors proposes that the general meeting resolves that the limits to the share capital in § 4 and the number of shares in § 5 of the articles of association be amended.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

The items 8 a) – b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 8 is conditional upon that the meeting also resolves in accordance with items 7 and 10.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 8 a) – The board of directors’ proposal to amend § 4 and § 5 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

Proposed wording
The share capital may not be less than SEK 18,265,000 and no more than SEK 73,060,000.

§ 5 in the articles of association is proposed to have the following wording.

Proposed wording
The number of shares may not be fewer than 365,300,000 or more than 1,461,200,000.

Item 8 b) – Approval of the board of directors’ resolution on an issue of units with preferential rights for the shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution to carry out a new issue of units consisting of shares and warrants of series TO 6 with preferential rights for the company’s shareholders. Each unit consists of seven (7) shares and four (4) warrants of series TO 6. For the resolution, the following conditions shall otherwise apply.

1. A maximum of 355,208,119 shares may be issued, entailing an increase in the share capital of no more than SEK 17,760,405.95. A maximum of 202,976,068 warrants of series TO 6 may be issued, entailing an increase in the share capital of no more than SEK 10,148,803.40 if all warrants are exercised.

2. In the event that the company’s outstanding shares increase up to the record date for participation in the rights issue (through the exercise of warrants of series TO 5), the number of shares that entitle participation in the rights issue shall be increased by the corresponding number, implying an increase in share capital of up to an additional SEK 3,881,370.50 through the issuance of up to 77,627,410 shares and the issuance of up to 44,358,520.00 warrants of series TO 6, implying an increase in the share capital, upon the exercise of all the warrants, of up to an additional SEK 2,217,926.00. Shares that are added through the subscription of new shares during the exercise period of warrants of series TO 5 will entitle participation in the rights issue.

3. Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 28 October 2024 shall receive one (1) unit right for each share held in the Company. Three (3) unit rights shall entitle to subscription for one (1) unit.

4. The price for each new share is SEK 0.10, the subscription price per unit thus amounts to SEK 0.70.

5. The warrants of series TO 6 are issued without consideration. The terms and conditions for the warrants are available on the company’s website.

6. The record date for participation in the new issue of units with preferential rights shall be on 28 October 2024.

7. Subscription of units through unit rights shall take place through simultaneous cash payment during the period from 30 October 2024 until and including 13 November 2024. Subscription of units without the support of unit rights shall take place during the same period on a separate subscription list. Payment for units subscribed for without the support of unit rights must be made in cash no later than the second banking day after the settlement note showing the allotment of units has been sent out.

8. The board of directors shall be entitled to extend the subscription and payment period.

9. The share premium shall be added to the unrestricted share premium reserve.

10. In the event that not all units are subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the new issue of units, resolve on the allotment of units to those who have subscribed for units without the support of unit rights in accordance with the following allotment principles:

• Firstly, allotment shall be made to those who have subscribed for units through unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in proportion to the number of unit rights each subscriber exercised for subscription and, to the extent this is not possible, by drawing lots.
• Secondly, allotment shall be made to others who have subscribed for units without the support of unit rights, and, in the event that they cannot receive full allotment, in proportion to the number of units each subscriber subscribed for and, to the extent this is not possible, by drawing lots.
• Thirdly and finally, any remaining units shall be allotted to the guarantors who have entered into guarantee commitments in proportion to the size of the guarantee commitment and, to the extent this is not possible, by drawing lots.

11. The new shares entitle the holder to dividend for the first time on the record date for the dividend that occurs immediately after the registration of the new shares with the Swedish Companies Registration Office and the subsequent entry of the shares in the company’s share register kept by Euroclear Sweden AB. The new shares issued as a result of exercise of the warrants of series TO 6 entitle the holder to dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed.

12. The board of directors has the right to resolve on payment by set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.

The CEO or a person appointed by the CEO shall be authorised to make any minor adjustment required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

Item 9 – Resolution on an over-allotment issue
In order to, in the event of oversubscription in the rights issue in accordance with item 8, meet demand and have the opportunity to broaden the shareholder base with strategic investors, the board of directors proposes that the general meeting resolves on a new issue of a total maximum amount of 14,285,714 additional units with the purpose to enable the company to raise an additional issue proceeds of an approximate maximum amount of MSEK 10.

The board of directors proposes that the general meeting resolves to carry out a new issue of units consisting of shares and warrants of series TO 6 with deviation from the shareholders preferential rights. Each unit consists of seven (7) shares and four (4) warrants of series TO 6. For the resolution, the following conditions shall otherwise apply.

1. A maximum of 99,999,998 shares may be issued, entailing an increase in the share capital of no more than SEK 4,999,999.90. A maximum of 57,142,856 warrants of series TO 6 may be issued, entailing an increase in the share capital of no more than SEK 2,857,142.80 if all warrants are exercised.

2. The right to subscribe for the new shares shall, with deviation from the shareholders’ preferential rights, vest in persons who have expressed interest in subscribing for units in the rights issue, but who have not received full allotment of units due to the rights issue being fully subscribed. If the board of directors resolves to allocate units in the over-allotment issue, the board of directors has the right to allocate the units on a discretionary basis.

3. The price for each new share 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. In determining the subscription price, the board of directors has taken into account several factors, such as the fact that the company has announced that the company will carry out a rights issue in accordance with item 8, the market situation, the company’s financing needs, opportunity cost for other financing and assessed market interest for an investment in the company. It is the board of directors’ assessment, based on the above factors, that the subscription price reflects current market conditions and demand. Against this background, the board of directors assesses that the subscription price is in line with market conditions.

4. The warrants of series TO 6 are issued without consideration. The terms and conditions for the warrants are available on the company’s website.

5. Subscription for units shall take place on a subscription list no later than on 19 November 2024. The board of directors shall have the right to postpone the last day for subscription.

6. Subscribed units must be paid for in cash no later than on 21 November 2024. The board of directors shall have the right to postpone the last day for payment.

7. The share premium shall be added to the unrestricted share premium reserve.

8. The new shares in the directed issue entitle the holder to dividend for the first time on the record date for the dividend that occurs immediately after the registration of the new shares with the Swedish Companies Registration Office and the subsequent entry of the shares in the company’s share register kept by Euroclear Sweden AB. The new shares issued as a result of exercise of the warrants of series TO 6 entitle the holder to dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed.

9. The reasons for the deviation from the shareholders’ preferential rights are to enable the company to take advantage of the opportunity to raise an additional issue proceeds in the event of a possible over-subscription in the rights issue (so-called over-allotment issue) and to broaden the company’s shareholder base. The issue is made without preferential rights for the company’s shareholders according to the allotment principles that apply to subscription without subscription rights in the rights issue, however, the board of directors shall have the right to meet any new shareholder’s subscription interest if the board of directors finds this beneficial to the company. The board of directors assesses that the above reasons justify the deviation from the main rule that new issues shall be carried out with preferential rights for existing shareholders. The board of directors’ overall assessment is that the over-allotment issue is beneficial for the company and its shareholders.

A valid resolution under this item 9 requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting. A resolution in accordance with this item 9 is conditional upon the meeting also resolves in accordance with items 7, 8 and 10.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Item 10 – Resolutions to amend the articles of association and on a bonus issue to enable registration of the resolution to reduce the share capital under item 7 and the new issuances of units under items 8 and 9

General information regarding the board of directors’ proposal under item 10

To enable the registration of the board of directors’ proposal on the share capital reduction pursuant to item 7 and the new issues of units under items 8 and 9, the board of directors proposes that the general meeting resolves to amend the limits of the share capital in the company’s articles of association and on a bonus issue, without issuance of shares. By simultaneously as the reduction of the share capital, carry out the new issues of units and a bonus issue, which increases the share capital by no less than the reduction amount, the share capital will be restored.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting. A resolution in accordance with this item 10 is conditional upon that the meeting also resolves in accordance with items 7 and 8.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Item 10 a) – The board of directors’ proposal to amend § 4 of the articles of association

To enable the bonus issue proposed under item 10 b), the board of directors proposes that the general meeting resolves that the share capital limits in § 4 of the articles of association be amended as follows.

§ 4 in the articles of association is proposed to have the following wording.

Proposed wording

The share capital shall not be less than SEK 60,880,000 and not more than SEK 243,520,000.

Item 10 b) – The board of directors’ proposal on a bonus issue

The board of directors proposes that the general meeting resolves on a bonus issue, without issue of shares, to increase the share capital by SEK 42,624,974.35. The increase of the share capital through the bonus issue in accordance with this proposed resolution shall be carried out through a transfer of the relevant amount from unrestricted equity.

Item 11 – Authorisation for the board of directors to resolve on new issues
The board of directors proposes that the general meeting resolves to authorise the board of directors to, on one or several occasions 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.

The board of directors or the CEO shall have the right to make the minor adjustments in this resolution that may be necessary in connection with registration of the resolution with the Swedish Companies Registration Office.

A valid resolution requires the support of shareholders who represent at least two-thirds of both the votes cast and the shares represented at the general meeting.

Item 12 – Resolution to amend § 4 of the articles of association and to reduce the share capital without cancellation of shares
To adjust the quota value of the company’s shares in order to adapting the size of the share capital to the company’s operations, the board of directors proposes that the general meeting resolves to reduce the company’s share capital and to amend the limits of the share capital in the company’s articles of association.

The items 12 a) – b) are one proposal to be approved together in one resolution at the general meeting.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.

Item 12 a) – The board of directors’ proposal to amend § 4 of the articles of association
To enable the reduction of the share capital under item 12 b), the board of directors proposes that the general meeting resolves that the share capital limits in § 4 of the articles of association be amended as follows.

§ 4 in the articles of association is proposed to have the following wording.

Proposed wording
The share capital may not be less than SEK 500,000 and no more than SEK 2,000,000.

Item 12 b) – The board of directors’ proposal to reduce the share capital without cancellation of shares
The board of directors proposes that the general meeting resolves 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. The reduction amount shall be used for allocation to unrestricted equity. The reduction is carried out to adjust the quota value of the company’s shares.

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 resolution is expected to be executed in January or February 2025.

Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Documents
Documents according to the Swedish Companies Act will be available for shareholders at the Company and on the Company’s website as above, no later than two weeks before the general meeting. All of these documents will also, without charge, be sent to shareholders who so request and state their address.

This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Processing of personal data
For information on how personal data is processed in connection with the general meeting, see the integrity policy that is available at Euroclear’s webpage,
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

N.B. This notice has been prepared in both Swedish and English language versions. In the event of any discrepancies between the versions, the Swedish version shall prevail.

_______________________________________
Stockholm in September 2024
Eurobattery Minerals AB
The board of directors