Terms for the Convertible issue
Since 1 February 2024, the Company has an outstanding convertible debenture with a nominal value of SEK 5.0 million to Fenja Capital II A/S, which entitles the holder to conversion of up to 10,416,666 new shares in the Company at a conversion price of SEK 0.48 per share. In connection with the rights issue, which was announced by the Company on 16 September 2024, the Company has undertaken to repay the whole outstanding convertible loan, of which part is to be paid in cash and the remaining amount is offset against Convertible notes in the Convertible issue. The terms of the Convertible issue, including the conversion price, have been established through negotiations at arm’s length with Fenja Capital II A/S and are deemed by the Board of Directors to be at market. The main conditions for the Convertible issue are stated below:

• 4,000,000 Convertible notes with a total nominal value of SEK 4.0 million, which carry the right to convert to 33,333,333 new shares until 20 June 2026 at a conversion price of SEK 0.12 per share.
• Minimum conversion amount of SEK 1.0 million per occasion.
• To the extent that conversion has not occurred, the loan must be repaid in full on 20 June 2026 at the latest.
• The Convertible notes carry an annual interest of twelve (12) per cent plus STIBOR 3M, but not less than fifteen (15) per cent, to be paid on a quarterly basis and on the final due date.
• Upon full conversion of the Convertible notes, the share capital will increase by approximately SEK 45,609.877190 through the issuance of 33,333,333 new shares, implying a maximum dilution of approximately 8.4 per cent for existing shareholders.
• The total subscription price for the Convertible notes amounts to 95 per cent of the total nominal amount. Payment shall be made by offsetting Fenja Capital II A/S’s claim under the outstanding convertible.
• In the event that the Company carries out a directed issue of shares, the holder of the convertible loan has the right, during a period of 10 days, to convert the entire loan amount at a conversion price corresponding to the issue price in the directed issue.

Fenja Capital II A/S has subscribed for and been allotted all Convertible notes in the Convertible issue.

The reason for the deviation from the shareholders’ pre-emptive right is an agreement with Fenja Capital II A/S regarding a liquidity-efficient repayment of the outstanding debt as a result of the previous convertible debenture. The Board of Directors has considered the possibility of financing the repayment of the outstanding debt by carrying out a larger rights issue of shares than the rights issue, or through a rights issue of convertible notes, but has made the assessment that such a rights issue would probably not be fully subscribed. Obtaining underwriting for such a rights issue would be costly for the Company. The Board of Directors’ overall assessment is thus that the Convertible issue constitutes the most efficient financing of the repayment of the outstanding debt to Fenja Capital II A/S and is beneficial for the Company and its shareholders.

The subscription price for the Convertible notes has been determined through negotiations with Fenja Capital II A/S at arm’s length, in consultation with advisors and through analysis of several market factors and is deemed by the Board of Directors – in light of the agreement – to be at market.

For more information, please contact:
Roberto García Martínez – CEO
E-mail: info@eurobatteryminerals.com

The last day for trading in paid subscribed units (“BTU”) is on 28 November 2024. Euroclear’s record date for conversion from BTU to shares and warrants is on 2 December 2024. The new shares and warrants are expected to be distributed to the respective shareholder’s VP account/depot on 4 December 2024. The first day of trading of the warrants of series TO6 (Ticker: BAT TO6) is on 4 December 2024 and they will be traded until and including 20 May 2025.

For more information, please contact:
Roberto García Martínez – CEO
E-mail: info@eurobatteryminerals.com

Final outcome
The Rights issue comprised a total of 50,764,348 units. One (1) unit consists of seven (7) new shares and four (4) warrants of series TO6. The final outcome shows that 20,575,907 units, corresponding to approximately 40.5 per cent of the Rights issue, were subscribed for with unit rights. 614,461 units, corresponding to approximately 1.2 per cent of the Right issue, were subscribed for without unit rights. The outcome implies that underwriting commitments totalling 9,256,043 units, corresponding to approximately 18.2 per cent of the Rights issue, will be claimed. Altogether, the Rights issue was subscribed to approximately 60.0 per cent.

Other information
Through the Rights issue, the Company receives gross proceeds of approximately SEK 21.3 million. Out of the gross proceeds, approximately SEK 5.8 million is obtained through set-off, of which approximately SEK 2.8 million is set off against part of the Company’s debt under the bridge financing, including interest, which was secured in advance of the Rights issue. The number of shares will increase by 213,124,877, from 152,293,044 to 365,417,921, when the new shares are registered at the Swedish Companies Registration Office which is expected to take place in the end of November 2024. The share capital will increase by approximately SEK 10,686,117.96, from SEK 7,635,999.40 to approximately SEK 18,322,117.36, before consideration of the bonus issue which was resolved on the Extraordinary General Meeting on 16 October 2024. The dilution for the shareholders who did not participate in the Rights issue amounts to approximately 58.3 per cent. When all matters resolved at the Extraordinary General Meeting on 16 October 2024 have been registered at the Swedish Companies Registration Office, which is expected to occur in connection with the registration of the Rights issue, the Company’s share capital will amount to SEK 500,000, distributed on 365,417,921 shares, each with a nominal share price of approximately SEK 0.0014.

Trading in paid subscribed units (“BTU”) continues until the registration of the Rights issue at the Swedish Companies Registration Office. As soon as the Rights issue has been registered, BTU will be converted into shares and warrants of series TO6. Altogether, 121,785,644 warrants of series TO6 will be issued, which will entitle the holders to subscribe for one new share per warrant during the 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 exercise of all warrants of series TO6, the Company’s share will be diluted by an additional approximately 25.0 per cent.

Allocation of units subscribed for without unit rights has been made in accordance with the principles described in the EU growth prospectus which was prepared due to the Rights issue and published on 28 October 2024. Notice of allocation of units subscribed for without unit rights will be sent to those who have been allotted units today, 15 November 2024. Subscribed and allotted units should be paid in cash and the payment should be received by Aqurat Fondkommission AB at the latest on the settlement day, 20 November 2024, according to the instructions on the settlement note.

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.

For more information, please contact:
Roberto García Martínez – CEO
E-mail: info@eurobatteryminerals.com

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.

Preliminary outcome
The preliminary compilation of subscriptions shows that 20,555,937 units, corresponding to approximately 40.5 per cent of the Rights issue, were subscribed for with unit rights. 614,461 units, corresponding to approximately 1.2 per cent of the Rights issue, were subscribed for without unit rights. Furthermore, 9,276,013 units, corresponding to approximately 18.3 per cent of the Rights issue, will be subscribed for by underwriters who have entered into underwriting commitments. The preliminary outcome thereby indicates that the Rights issue is subscribed to approximately 60.0 per cent. The Company will, due to the above, receive total issue proceeds of approximately SEK 21.3 million before issue costs.

The Rights issue in brief
Those who were registered as shareholders on the record date, 28 October 2024, received one (1) unit right for each existing share held in the Company. Three (3) unit rights entitled to subscription for one (1) unit. In addition, investors had the option to register for subscription of units without unit rights. One (1) unit consisted of seven (7) new shares and four (4) warrants of series TO6. The subscription period for the Rights issue commenced on 30 October and ended on 13 November 2024, and the subscription price in the Rights issue was SEK 0.70 per unit, corresponding to SEK 0.10 per share (the warrants of series TO6 are issued free of charge).

Final outcome and notice of allocation
Notice of allocation to investors who have subscribed for units without unit rights will be sent in connection with the publication of the final outcome, indicatively on 15 November 2024. All those who have subscribed are, based on the preliminary outcome, expected to be allotted. Subscribed and allotted units should be paid on the settlement day, at the latest three days after the settlement note is sent out, in accordance with the instructions on the settlement note. Shareholders with a share deposit will receive notification of allocation and payment in accordance with their respective custodian’s routines.

Trading with BTU and conversion of BTU into shares and warrants of series TO6
Trading with paid subscribed units (“BTU”) continues until the registration of the Rights issue at the Swedish Companies Registration Office, which is expected to take place at the end of November 2024. As soon as the Rights issue has been registered, BTUs will be converted into shares and warrants of series TO6.

Number of shares and share capital
Through the Rights issue, based on the preliminary outcome, the number of shares in the Company will increase by 213,124,877, from 152,293,044 to 365,417,921, and the share capital will increase by approximately SEK 10,686,117.96, from SEK 7,635,999.40 to approximately SEK 18,322,117.36, before consideration of the bonus issue which was resolved on the Extraordinary General Meeting on 16 October 2024, and which is expected to be registered at the Swedish Companies Registration Office in connection with the registration of the Rights issue.

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.

For more information, please contact:
Roberto García Martínez – CEO
E-mail: info@eurobatteryminerals.com

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.