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

The transaction in brief

• Upon full subscription in the Rights issue, Eurobattery will obtain gross proceeds of approximately SEK 35.5 million before issue costs, and an additional approximately SEK 10.0 million upon full utilisation of the Over-allotment issue. In the event of full utilisation of the Warrants, the Company can obtain an additional maximum of approximately SEK 31.2 million, assuming full subscription in the Rights issue and the Over-allotment issue.
• The subscription price in the Rights issue is SEK 0.70 per unit, corresponding to SEK 0.10 per share (the Warrants are obtained free of charge).
• For each (1) existing share held on the record date, one (1) unit right is obtained in the Rights issue. 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.
• The record date for the right to participate in the Rights issue is 28 October 2024, which means that 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 subscription period in the Rights issue will commence on 30 October and end on 13 November 2024.
• The Rights issue is covered by subscription commitments and underwriting commitments totalling approximately 60.0 per cent (approximately SEK 21.3 million), of which approximately 8.7 per cent through subscription commitments (approximately SEK 3.1 million) and approximately 51.3 per cent through underwriting commitments (approximately SEK 18.2 million).
• One (1) Warrant will entitle the holder to subscribe 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.
• The Company has undertaken to repay the whole outstanding convertible loan of SEK 5.0 million to Fenja Capital II A/S and to issue a new convertible loan with a nominal value of SEK 4.0 million to Fenja Capital II A/S.
• The net proceeds from the Rights issue, the Warrants, and the Convertible issue are intended to be used for the preparation of a bankable feasibility study for the Hautalampi project (SEK 5.7 million), repayment of interest-bearing debt (SEK 11.1 million), working capital until at least the exercise period of the Warrants in May 2025 (SEK 3.4 million) as well as financial flexibility for further operations and potential future M&A transactions.

Background and motive in brief
Eurobattery is a mining and exploration company that conducts targeted mineral exploration in Europe with a focus on raw materials for the ongoing electrification. The Company currently has two flagship projects focusing on nickel, cobalt and copper in eastern Finland and northwestern Spain.

In July 2024, Eurobattery executed the third and final stake acquisition of shares in FinnCobalt Oy and thereby gained full ownership in the Finnish battery mineral project Hautalampi where the Company has carried out significant work efforts since 2020, and where several important milestones have been achieved during 2024. In January, the process design for the project’s concentration plant was initiated, and in April, an environmental permit application was submitted to the Finnish Regional State Administrative Agency. The following month, a memorandum of understanding was signed for the development of local photovoltaic production at the project site, and shortly thereafter the acquisition of the project was completed. Later, in August, the Company applied for the Hautalampi project to be classified as a Strategic Project under the Critical Raw Materials Act (“CRMA”), and in the same month, a non-binding offtake agreement was signed with Boliden AB for the full copper concentrate production in the Hautalampi project.

The Company continues to engage in contacts with potential offtakers for the nickel–cobalt concentrate production with the aim to sign additional offtake agreement(s) in 2024. At the same time, the Company awaits a potential recognition of Hautalampi as a Strategic Project under CRMA, which is expected to lead to more streamlined permitting procedures and provide access to the EU’s financing facilities, indicatively in December 2024. In parallel, the Company intends to continue its cooperation with Finnish authorities with the goal of obtaining an approved environmental permit by May 2025, as well as completing a bankable feasibility study for the Hautalampi project in 2025. With these milestones in place, Eurobattery is expected to be ready to initiate the construction phase of the Hautalampi project, and later commence commercial production of nickel–cobalt and copper concentrate.

In light of Eurobattery’s development plans established above, the assessment is made that the existing working capital is not sufficient to finance the operations going forward. The Board of Directors has thus, subject to the approval of the Extraordinary General Meeting on 16 October 2024, decided to carry out the Rights issue of approximately SEK 35.5 million and has undertaken to carry out the Convertible issue of SEK 4.0 million. The net proceeds from the Rights issue and any exercise of the associated Warrants as well as the Convertible issue are intended to be used for the following purposes:

• Feasibility study – SEK 5.7 million to prepare a bankable feasibility for the Hautalampi project in 2025.
• Debt – SEK 11.1 million for repayment of all outstanding interest-bearing debt.
• Working capital – SEK 3.4 million to secure working capital at least until the exercise period of the Warrants in May 2025.
• Additional proceeds are intended to be used to generate financial flexibility for further operations and potential future M&A transactions.

In order to cover a potential over-subscription in the Rights issue, the Board of Directors of the Company has resolved to propose the Extraordinary General Meeting to resolve on a directed issue to be able to offer additional units, corresponding to a maximum of SEK 10.0 million, through the Over-allotment issue. The net proceeds from the Over-allotment issue and the Warrants are intended to contribute to increased financial flexibility with respect to what has been described above.

Terms of the Rights issue and the Over-allotment issue
The Board of Directors of Eurobattery has today, on 16 September 2024, subject to the approval of the Extraordinary General Meeting on 16 October 2024, decided to carry out a Rights issue of a maximum of 50,744,017 units with preferential rights for existing shareholders. The Board of Directors has also proposed that the Extraordinary General Meeting decides on an Over-allotment issue of approximately SEK 10.0 million (14,285,714 units) in order to cover a potential over-subscription in the Rights issue.

The main terms of the Rights issue are presented below:

• Anyone who is registered as a shareholder in Eurobattery 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) shares and four (4) 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 355,208,119 shares and 202,976,068 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 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 the holder to subscribe 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 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 new shares and Warrants are intended to be taken up for trading on NGM Nordic SME.

The subscription price and the other terms of the Over-allotment issue are the same as those of the Rights issue.

Terms for the Convertible issue
Since 1 February 2024, the Company has an outstanding convertible loan 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, the Company has undertaken to repay the whole outstanding convertible loan, of which SEK 1.2 million is to be paid in cash and the remaining amount is intended to be offset against new convertibles in the Convertible issue. The Convertible issue is intended to be decided with support of the authorisation from the Extraordinary General Meeting on 16 October 2024. 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:

• A convertible loan of a nominal value of SEK 4.0 million, which carries 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 loan carries 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, the number of shares will increase by 33,333,333 shares, implying a maximum dilution of approximately 3.7 per cent under the assumption of full subscription of the Rights issue, Over-allotment issue, and full utilisation of the thereby issued Warrants.
• The total subscription price amounts to 95 per cent of the total nominal amount. Payment shall be made through offset against 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 convertible loan at a conversion price corresponding to the issue price in the directed issue.

Terms for the bridge financing
The Company has secured a bridge loan of SEK 5.0 million from parties who have entered into underwriting commitments in the Rights issue, to be repaid in full in connection with the Company receiving the proceeds from the Rights issue. The terms for the bridge loan are deemed by the Board of Directors to be at market. The main conditions for the bridge financing are stated below:

• Nominal value of SEK 5.0 million.
• The bridge loan carries a fixed interest rate of ten (10) per cent of the nominal loan amount for the period between the loan disbursement date and the repayment date.
• The bridge loan, including the loan amount and interest, shall be repaid in full in connection with the Company receiving the proceeds from the Rights issue, either in cash or through set-off against shares in the Rights issue.

Subscription and underwriting commitments
Prior to the publication of the Rights issue, the Company’s Chairman Jan Olof Arnbom, Board member Eckhard Cordes, Board member and CEO Roberto García Martínez (through company), and CFO Mattias Modén (through company) have entered into subscription commitments corresponding at least to their respective pro-rata shares amounting to a total of approximately SEK 2.9 million, or approximately 8.3 per cent, in the Rights issue. The Company has also received a subscription commitment from past Board member Henrik Johannesson of approximately SEK 0.2 million, or approximately 0.5 per cent, in the Rights issue, meaning that the Rights issue is covered by subscription commitments totalling approximately SEK 3.1 million, or approximately 8.7 per cent, of which approximately SEK 3.1 million will be paid by means of set-off. Furthermore, Fenja Capital II A/S and a consortium around Buntel AB have entered into underwriting commitments amounting to a total of approximately SEK 18.2 million, or 51.3 per cent, in the Rights Issue.

The subscription commitments do not entitle to any compensation. The underwriting commitments entitle to an underwriting fee amounting to fifteen (15) per cent in cash, implying a maximum cash cost of approximately SEK 2.7 million for the Company, or alternatively, twenty (20) per cent in the form of units. The subscription price for the units referred to in the underwriting compensation will be the same as the subscription price in the Rights issue.

Overall, the Rights issue is secured by subscription and underwriting commitments amounting to a total of 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.

Indicative timetable for the Rights issue

Extraordinary General Meeting
The Board of Directors’ decision on the Rights issue is conditional on the approval of the Extraordinary General Meeting on 16 October 2024. The Extraordinary General Meeting is also proposed to decide on the Over-allotment issue as well as to authorise the Board of Directors to issue convertibles, which is intended to be used to decide on the Convertible issue. The decision on the Rights issue also assumes, and is conditional on, that the limits on share capital and number of shares in the Company’s articles of association are changed as well as that the Company’s share capital is reduced in accordance with the Board of Directors’ proposal for the Extraordinary General Meeting. Notice to the Extraordinary General Meeting will be published through a separate press release.

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/.

Warrants of series TO5
The Company has 33,268,890 outstanding warrants of series TO5 which will entitle to subscription for as many shares during the exercise period commencing on 7 October and ending on 18 October 2024, at a price corresponding to 70 per cent of the volume-weighted average price of the Company’s share during the ten trading days between 20 September and 3 October 2024, but not less than SEK 0.40 per share and no more than SEK 0.52 per share.

In light of the current share price in relation to the subscription price interval for the warrants of series TO5, the Company makes the assessment that no warrants of series TO5 are expected to be exercised. In the event that the warrants of series TO5 are exercised, an additional maximum of 11,089,630 units may be issued through the Rights issue, whereby the Company would obtain additional proceeds of approximately SEK 7.8 million at most before issue costs, assuming full utilisation of the warrants of series TO5 as well as full subscription in 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 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 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.

“Q2 was a quarter filled with important events, starting off with the submission of the Environmental Permit Application for the Hautalampi battery mineral mine project in Finland in April. We also announced that the Company would apply for Hautalampi to become a strategic project under the CRMA and we have just submitted that application before the publication of this half-year report. So, things are really on track with our Finnish project,” comments Roberto García Martínez, CEO of Eurobattery Minerals, regarding the second quarter of 2024.

Strategic and operational highlights Q2 2024

• At the end of April, Eurobattery Minerals submitted the environmental permit application for the battery mineral mine project Hautalampi in Finland. Filing the application for the environmental permit means that the Company has now taken a major step towards mining operations in Finland.
• At the beginning of May 2024, Eurobattery Minerals AB signed a Letter of Intent to invest a majority stake in Spanish company Tungsten San Juan SL (“TSJ”). TSJ is operating the development of the San Juan wolfram deposit. The project has all the necessary licences and contracts in place to commence production which could enable a production start in 2025.
• Also in May, the Company announced that it will apply for the battery mineral project Hautalampi to become a Strategic Project under the new EU Critical Raw Materials Act.
• Later in May, Eurobattery Minerals AB announced the signing of a Memorandum of Understanding (MoU) with Okun Energia Oy for the development of local photovoltaic (PV) production to support carbon-zero production of critical raw materials, thereby advancing the green transition. The project aims to create an opportunity for local carbon-zero production by harnessing solar energy.
• The annual general meeting 2024 in Eurobattery Minerals AB was held on 17 June 2024. The annual general meeting resolved to re-elect Eckhard Cordes, Jan Olof Arnbom and Roberto Garcia Martinez as members of the board of directors. Jan Olof Arnbom was elected chairman of the board of directors.

Key financial figures for Q2 2024

• Net sales amounted to SEK 0 thousand (Q2 2023: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -10,259 thousand (Q2 2023: SEK -6,637 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.10 (Q2 2023: SEK -0.26).
• Earnings per share after financial items after dilution amounted to SEK -0.08 (Q2 2023: SEK -0.20).
• Cash flow from operating activities was SEK -6,867 thousand (Q2 2023: SEK -11,225 thousand).

Significant events after the period

• On the 26th of July, the Company exercised its option to acquire the remaining 30 per cent of FinnCobalt Oy (“FinnCobalt”), 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 the 7th of August, Eurobattery Minerals extended the non-binding Letter of Intent (LOI) signed with Tungsten San Juan (TSJ) in May 2024. TSJ is operating the development of the San Juan wolfram deposit (Ourense, Galicia, Spain). Eurobattery Minerals and TSJ have 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 the 21st of 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.

Detailed financial information
The Q2 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).

I´m very pleased that we have now finished the acquisition process. This process started back in spring 2020 and since then we have put in a significant effort at the Hautalampi battery mineral project, for example, a positive pre-feasibility study and being classified in the highest categories as viable mining projects in the United Nations Framework Classification for Resources (UNFC). All this hard work was crowned by the submission of the Environmental Permit Application at the end of April this year. All this means we are perfectly on track to start the mining operations at the Hautalampi project as soon as the EPA is approved,” said Roberto García Martínez, CEO of Eurobattery Minerals.

The Hautalampi project in brief
The Hautalampi project is located near Outokumpu, Finland, in the same spot as the well-renowned Keretti mine where approximately 28.5 million tonnes of rock with a copper content of 3.8 per cent were mined between 1912–1989. The project consists of one mining concession covering 227 hectares with exposure towards nickel, cobalt, and copper, and a nearby reservation. The area benefits from well-developed surface and underground infrastructure as well as strong local support for mining. An estimated EUR 10–15 million had been invested in the project by previous owners before the project was assumed by Eurobattery in the spring of 2020. In June 2021 Eurobattery was able to increase the project’s measured, indicated, and inferred resource tonnage by approximately 100 per cent and the metal content by approximately 50 per cent. In October 2022, the Company was able to confirm a further increase in the metal content of approximately 40 per cent. On 20 March 2023, the Company published a preliminary feasibility study (PFS) for the Hautalampi project which highlighted the opportunities and potential challenges of advancing the development of the Hautalampi deposit. On the 29th of April 2024, the Company announced that the environmental permit application had been submitted to the Finnish Regional State Administrative Agency. In May, Eurobattery Minerals also communicated that that the Company will apply for the battery mineral project Hautalampi to become a Strategic Project under the new EU Critical Raw Materials Act.

Adoption of the income statement and balance sheet
The annual general meeting resolved to adopt the income statement and balance sheet as well as the consolidated income statement and consolidated balance sheet.

Allocation of result
The annual general meeting resolved that all funds available to the annual general meeting shall be carried forward.

Discharge from liability
The members of the board of directors and the CEO were discharged from liability for the financial year 2023.

Election of the board of directors and auditor and remuneration
The annual general meeting resolved, in accordance with the proposal from the shareholder DH Invest AB, that the board of directors shall consist of three board members without deputy board members. It was further resolved that the Company shall have a registered accounting firm as auditor.

Furthermore, it was resolved, in accordance with the proposal from the shareholder DH Invest AB, that an aggregate annual fee of SEK 420,000 shall be paid to the board members, of which SEK 180,000 to the chairman of the board of directors and SEK 120,000 to each of the other board members elected by the annual general meeting. It was resolved, in accordance with the proposal from the shareholder DH Invest AB, that the auditor's fee shall be paid in accordance with approved invoice.

The annual general meeting resolved, in accordance with the proposal from the shareholder DH Invest AB, to re-elect Eckhard Cordes, Jan Olof Arnbom and Roberto Garcia Martinez as members of the board of directors. Jan Olof Arnbom was elected chairman of the board of directors.

Baker Tilly MLT Kommanditbolag was re-elected as auditor. Baker Tilly MLT Kommanditbolag has informed the Company that the authorised public accountant Stein Karlsen will be the auditor in charge.

Resolution on amendment to § 8 in the articles of association
The annual general meeting resolved, in accordance with the board of directors' proposal, to insert a new second paragraph of § 8 in the articles of association as follows.

§ 8 New wording

The board of directors may resolve that the general meeting can be held digitally.

Resolution on amendments to the limits for the share capital and the number of shares in the articles of association
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the limits to the share capital and the number of shares in the articles of association as follows.

§ 4 New wording

The share capital shall be not less than SEK 40,000,000 and not more than SEK 160,000,000.

§ 5 New wording

The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

Resolution to issue performance shares to the Company's CEO
The annual general meeting resolved, in accordance with the board of directors' proposal, to issue performance shares to the Company's CEO, Roberto Garcia Martinez. The complete proposal is included in the notice to the annual general meeting which was published on 16 May 2024.

Resolution on incentive program for the Company's CEO
The annual general meeting resolved, in accordance with the board of directors' proposal, on an incentive program for the Company's CEO. The complete proposal is included in the notice to the annual general meeting which was published on 16 May 2024.

Issue authorization
The annual general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors to, on one or more occasions before the next annual general meeting, with or without deviation from the shareholders' preferential rights, against cash payment, contribution in kind or set-off, resolve on new issues of shares, convertibles and/or warrants.

Number of shares and share capital
Through the new share issue the Company will receive gross proceeds of approximately SEK 5.1 million, before set-off of approximately SEK 1.0 million and issue costs. The number of shares will increase by 12,776,891 shares, from 103,131,838 shares to 115,908,729 shares, when the new shares are registered by the Swedish Companies Registration Office. The share capital will increase by SEK 5,110,756.40, from SEK 41,252,735.20 to SEK 46,363,491.60, which implies a dilution of approximately 11.0 per cent.

Warrants of series TO5
Each one (1) warrant of series TO5 will entitle the holder to subscribe for one (1) new share during the exercise period commencing on 7 October and ending on 18 October 2024, at a price corresponding to 70 per cent of the volume-weighted average price of the Company’s share during the ten trading days between 20 September and 3 October 2024, but not less than SEK 0.40 per share and no more than SEK 0.52 per share.

Advisers
Augment Partners AB acted as financial adviser and Advokatfirman Schjødt acted as legal adviser in the transaction.

The auditor’s report, which is attached to the annual report for 2023, deviates from what is common as a remark is stated by the auditor relating to a significant uncertainty regarding the going concern, as presented below.

Significant uncertainty regarding the going concern assumption
Without prejudice to my opinion above, I would like to draw attention to the statement in the Directors’ Report that the company is dependent on further capital injections in 2024 to ensure its continued operation. The board is negotiating with external stakeholders for a long-term solution to strengthen the company’s liquidity and equity. It is the board’s assessment that there are good opportunities for continued financing. The above indicates that there is a material uncertainty, which may cast significant doubt on the company’s ability to continue as a going concern.

Eurobattery Minerals comment to the Auditor´s Report
The comment from the auditor is based on the fact that Eurobattery Minerals is a growth company and is financed through external capital. During 2024, the operations are being financed by using the warrant series TO4 and TO5. In April 2024, the Company announced that the Environmental Permit Application for the Finnish battery mineral project Hautalampi has been submitted to the authorities, which is an important milestone and a big step towards being able to start our mining operations in Finland. In light of the above and negotiations with potential off-takers and external partners – and taking into account the positive results from the project in Finland – the Board of Directors believes that the prospects are very good to continue to develop the business.

“In geopolitical terms, 2023 was a complicated year, but at Eurobattery Minerals we have continued to work hard, especially with the Environmental Permit Application for the Hautalampi battery mineral project. When I´m writing this we are closer to the start of mining operations and therefore I would like to thank all the shareholders for their continued support!”, says Roberto García Martínez, CEO of Eurobattery Minerals. 

Strategic and operational highlights 2023

• Finnish Hautalampi battery mineral mine: In March, Eurobattery Minerals announced that FinnCobalt Oy had completed the pre-feasibility study for its Finnish Hautalampi mining project, with a positive outcome. In May, Eurobattery Minerals announced that the Hautalampi ore reserves and minerals resources reserves have been classified in the highest categories as viable mining projects under the United Nations Framework Classification for Resources (UNFC). In June, it was announced that Tukes (the Finnish Safety and Chemicals Agency) has entered the Hautalampi mining right (K7802) in the mining register pursuant to the Mining Act (503/1965).
• Spanish Corcel mine project: The Company submitted all necessary information for environmental and operating permits for Corcel in August 2022. The Company continues to await a positive decision from the Energy and Mining Authority of Galicia.

Detailed financial information
The 2023 Annual Report 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).

Participation in the annual general meeting
Shareholders who wish to participate in the annual general meeting must (i) be recorded in the share register maintained by Euroclear Sweden AB on 7 June 2024 and (ii) no later than 11 June 2024 give notice by post to Eurobattery Minerals AB, Strandvägen 7A, SE-114 56 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 webpage, www.investors.eurobatteryminerals.com. 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 annual general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to Eurobattery Minerals AB, Strandvägen 7A, SE-114 56 Stockholm or by e-mail to ir@eurobatteryminerals.com, so that it is received no later than on 11 June 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 7 June 2024 to be entitled to participate in the annual 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 11 June 2024 are taken into account when preparing the meeting’s register of shareholders.

Proposed agenda

1. Opening of the meeting
2. Election of the 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 of whether the meeting has been duly convened
7. Presentation of the annual report and audit report and consolidated financial statements and consolidated audit report
8. Resolutions:
   1. the adoption of the income statement and balance sheet and the consolidated income statement and the consolidated balance sheet
   2. the allocation of the Company’s profit or loss according to the adopted balance sheet
   3. discharge from liability of board members and the CEO
9. Determination of fees for the board of directors and auditors
10. Election of the board and auditors
11. Resolution on amendment to § 8 in the articles of association
12. Resolution on amendments to the limits for the share capital and the number of shares in the articles of association
13. Resolution on a directed issue of performance shares
14. Resolution on incentive program for the CEO
15. Resolution on issue authorization for the board of directors
16. Closing of the meeting

PROPOSED RESOLUTIONS

Resolution on the allocation of the Company’s profit or loss according to the adopted balance sheet (item 8 b)
The board of directors proposes that the result for the year be carried forward.

Determination of fees for the board of directors and auditors (item 9)
The shareholder DH Invest AB (the “Shareholder“) proposes a total annual remuneration to the board of directors of SEK 420,000, of which SEK 180,000 to the chairman of the board and SEK 120,000 to each of the other board members appointed by the annual general meeting.

The Shareholder proposes that fees to the auditor, for the period until the end of the next annual general meeting, shall be paid in accordance with approved invoices.

Election of the board and auditors (item 10)
The Shareholder proposes that the number of board members shall amount to three persons with no deputies. The shareholder proposes that the number of auditors shall be one.

The Shareholder proposes to re-elect Eckhard Cordes, Jan Olof Arnbom and Roberto Garcia Martinez as members of the board of directors for the period until the end of the next annual general meeting. The Shareholder proposes that Jan Olof Arnbom be elected chairman of the board of directors.

The shareholder proposes re-election of Baker Tilly MLT Kommanditbolag as auditing firm with the authorized public accountant Stein Karlsen as auditor-in-charge with a term of office until the end of the next annual general meeting.

Resolution on amendment to § 8 in the articles of association (item 11)
Due to a legislative change, which came into effect on 1 January 2024, it is now permitted for general meetings to be conducted entirely digitally. With the aim of utilizing the options provided by the Swedish Companies Act, regarding the possibility for general meetings to be conducted digitally, the board of directors proposes that a new second paragraph of § 8 in the articles of association is inserted as follows.

A new second paragraph in § 8 is proposed to have the following wording.

Proposed wording
The board of directors may resolve that the general meeting can be held digitally.

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

A valid resolution requires support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.

Resolution on amendments to the limits for the share capital and the number of shares in the articles of association (item 12)
To achieve suitable limits for the share capital and the number of shares in the articles of association, the board of directors proposes that the general meeting resolves that the limits to the share capital and the number of shares in the articles of association be amended.

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

Current wording
The share capital shall be not less than SEK 33,600,000 and not more than SEK 134,400,000.

Proposed wording
The share capital shall be not less than SEK 40,000,000 and not more than SEK 160,000,000.

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

Current wording
The number of shares shall be not less than 84,000,000 and not more than 336,000,000.

Proposed wording
The number of shares shall be not less than 100,000,000 and not more than 400,000,000.

A valid resolution requires support by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the annual general meeting.

Resolution on a directed issue of performance shares (item 13)
The board of directors has resolved that the Company’s CEO, Roberto Garcia Martinez, in accordance with his employment contract, shall receive his bonus in the form of performance shares corresponding to 60 percent of his received gross salary during the financial year 2023.

The number of performance shares Roberto Garcia Martinez will be rewarded with has been determined based on the volume-weighted average price (VWAP) of the Company’s shares during the ten trading days preceding the date of publication of the notice of the annual general meeting. Accordingly, the board of directors has decided that Roberto Garcia Martinez shall be rewarded with 7,336,138 performance shares.

In order to complete the delivery of 7,336,138 performance shares, the board of directors proposes that the annual general meeting resolves on a directed share issue to the company Nazgero Consulting Services Ltd, wholly owned by Roberto Garcia Martinez, on the following terms and conditions.

The board of directors proposes that the annual general meeting resolves on a directed share issue of a maximum of 7,336,138 shares, entailing an increase in the share capital by a maximum of SEK 2,934,455.20. The following terms and conditions shall otherwise apply to the issue.

1. With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by Nazgero Consulting Services Ltd.
2. The subscription price per share shall amount to SEK 0.41 (corresponding to the volume-weighted average price for the Company’s share on NGM Nordic SME during ten trading days prior to the date of publication of this notice). The share premium shall be transferred to the unrestricted premium reserve.
3. Subscription of the shares shall be made on a subscription list no later than three weeks from the date on which the annual general meeting resolves on the new share issue. The board of directors has the right to extend the subscription period.
4. Payment for the subscribed shares shall be made by set-off of the claim consisting of the CEO’s bonus determined by the board of directors in accordance with the CEO’s employment contract. The board of directors has the right to extend the time for payment.
5. The new shares entitle to dividend for the first time on the record date for dividend that occurs immediately after the new shares have been entered in the share register.

The reason for the deviation from the shareholders’ preferential rights is the need to be able to pay remuneration to the CEO in a liquidity-efficient manner.

The maximum dilution effect as a result of the new issue of shares proposed under this item 13 amounts to approximately 6.6 percent based on the number of outstanding shares in the Company at the time of this notice.

Roberto Garcia Martinez did not participate in the preparation of the proposal under this item 13.

The resolution requires the approval of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the annual general meeting.

Resolution on incentive program for the CEO (item 14)
The board of directors proposes that the annual general meeting resolves to implement a performance-based incentive program for the Company’s CEO (“LTI 2024“) in accordance with items (a) and (b) below. The purpose of the proposal is to create conditions for retaining and increasing the motivation of the Company’s CEO. The board of directors believes that it is in the interest of all shareholders that such a person, who is deemed to be important for the Company’s development, has a long-term interest in a good value development of the Company. The proposed program creates a long-term ownership commitment, which is expected to stimulate increased interest in the business and earnings development as a whole. The board of directors’ proposal for implementation of LTI 2024 in accordance with items (a) and (b) below constitutes a combined proposal and shall be resolved as one resolution.

(a) Proposal to implement an incentive program for the CEO
The program runs for approximately 3 years and entails that the participant, provided that the performance targets set out below are achieved, is granted the right to acquire shares in the Company free of charge at a subscription price corresponding to the share’s quota value (“performance share rights”). For LTI 2024, the following terms and conditions shall apply:

For LTI 2024, the following terms and conditions shall apply:

1. A maximum of 216,000 performance share rights may be granted within the framework of LTI 2024.
2. LTI 2024 is proposed to include the Company’s CEO, who shall be able to be allotted a maximum of 216,000 performance share rights.
3. Allotment of performance share rights is subject to the participant’s employment or assignment with the Company not having been terminated or cancelled, with certain exceptions for customary “good leaver” situations.
4. The performance share rights shall be allotted to the participant free of charge provided that the performance targets (the “performance targets“) relating to the Company’s strategic initiatives during the term of the program are achieved. The performance share rights vest in equal parts annually. The number of performance share rights vested shall be rounded down to the nearest whole number.
5. Provided that performance share rights have been allotted and vested, each performance share right entitles the holder to, during the period from and including 17 June 2027 up to and including 8 July 2027 in accordance with the restrictions set out in item 3 above and subject to the Company’s determination, either (a) acquire one (1) share at a price corresponding to the quota value of the share (the current quota value is SEK 0.40 per share) or (b) receive a warrant free of charge entitling to subscribe for one (1) share in the Company at a subscription price corresponding to the quota value of the share.
6. Participation in LTI 2024 is subject to the condition that such participation is legally possible and that such participation can, in the Company’s opinion, take place with reasonable administrative costs and financial efforts.
7. The board of directors shall be responsible for the detailed content of the agreements with the participant and the administration of LTI 2024. In connection therewith, the board of directors shall have the right to make adjustments to meet special rules or market conditions abroad. Furthermore, in extraordinary cases, the board of directors has the right to limit the scope of or prematurely terminate LTI 2024, in whole or in part.
8. The number of shares that each performance share right may entitle to acquire shall be recalculated in the event of a share split, rights issue and similar corporate actions with the aim that the economic value of a performance share right shall not be affected by such events.

(b) Issue of warrants and approval of transfer/disposition of the warrants to the participant and third parties
The board of directors proposes that the Company shall issue a maximum of 283,867 warrants, of which 216,000 warrants shall be issued to ensure delivery of shares or warrants to the participant in LTI 2024 in accordance with the terms and conditions of the program, and 67,867 shall be issued to hedge the Company’s exposure to social security contributions that may arise as a result of the exercise of performance share rights. The share capital may increase by a maximum of SEK 113,546.80.

1. The right to subscribe for the new warrants shall, with deviation from the shareholders’ preferential rights, only be granted to the Company. Onward transfer of 216,000 warrants may be made, on one or more occasions, to the participant in LTI 2024 or otherwise to a third party to deliver shares to the participant, in accordance with the terms and conditions of LTI 2024. Onward transfer of 67,867 warrants may be made to third parties with whom the Company has entered into an agreement in order to raise capital to cover the exposure to social security contributions linked to the exercise of performance share rights.
2. The reason for the deviation from the shareholders’ preferential rights is the introduction of LTI 2024.
3. The warrants are issued free of charge.
4. Subscription of the warrants shall be made within 30 days from the date of the issue resolution. The board of directors has the right to extend the subscription period.
5. The warrants shall entitle the holder to subscribe for shares during a period running from and including 17 June 2027 up to and including 8 July 2027.
6. Each warrant shall entitle the holder to subscribe for one (1) share at a subscription price corresponding to the quota value of the share. Recalculation shall be possible in accordance with the complete terms and conditions of the warrants.
7. The newly issued shares shall entitle to dividend for the first time on the record date that occurs immediately after the subscription for shares through exercise of the warrants has been executed.
8. The warrants shall otherwise be subject to the terms and conditions set out in the complete terms and conditions for the warrants, which will be available on the Company’s website.
9. It is proposed that the board of directors, or a person appointed by the board of directors, be authorized to make such minor adjustments as may prove necessary in connection with the registration of the resolution with the Swedish Companies Registration Office.

Costs and dilution

The maximum dilution for existing shareholders as a result of LTI 2024, including warrants that may be issued as a result of hedging measures due to exposure to social security contributions that may arise, is 0.27 percent of the total number of shares in the Company. The dilution has been calculated as the number of additional shares in relation to the existing number of additional shares. The performance share rights will be expensed as personnel costs over the vesting period, without impact on the Company’s cash flow. If performance share rights are exercised, LTI 2024 will also entail costs in the form of social security contributions. The total costs for social security contributions depend partly on the participant’s employment relationship, partly on how many performance share rights are vested, and partly on the value of the benefit that the participant ultimately receives, i.e. the value of the performance share rights at exercise in 2027. Social security contributions will be expensed in the income statement during the vesting period. The Company intends to hedge for the entire exposure to social security contributions through an issue of warrants in the manner set out in the board of directors’ proposal in accordance with item (b) above, which may be exercised by a financial intermediary in connection with the exercise of the performance share rights. If the Company chooses to implement such hedging measures, the social security contributions will not affect the Company’s cash flow. Based on the assumption that all performance share rights included in LTI 2024 will vest, an assumed share price of SEK 1 at the time of exercise of the performance share rights and an assumed average social security contribution percentage of approximately 31.4 per cent, the annual costs for the program, including social security contributions, are estimated to amount to approximately SEK 94,622, which corresponds to approximately 5.8 percent of the Company’s total annual salary costs for employees (including social security contributions) calculated on salary costs for the financial year 2023.

Information about other ongoing incentive programs

Information about the Company’s other ongoing incentive programs is set out in the Company’s annual report for the financial year 2023.

Preparation of the proposal

The board of directors has prepared LTI 2024 in consultation with external advisors. Roberto Garcia Martinez has not participated in the preparation of LTI 2024.

Majority requirements

The resolution requires the approval of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the annual general meeting.

Resolution on issue authorization for the board of directors (item 15)
The board of directors proposes that the annual general meeting resolves to authorize the board of directors to, on one or more occasions before the next annual general meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, contribution in kind or 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 such minor adjustments to this resolution as may prove necessary in connection with registration with the Swedish Companies Registration Office.

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

Shareholders’ right to receive information
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the Company, provide information on circumstances that may affect the assessment of an item on the agenda, circumstances that may affect the assessment of the Company’s or its subsidiaries’ financial situation and the Company’s relationship with other group companies.

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

Processing of personal data
For information on how personal data is processed in connection with the annual general meeting, please see the privacy policy available on Euroclear Sweden AB’s website, https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

________
Stockholm in May 2024
Eurobattery Minerals AB
The board of directors

“During Q1 Eurobattery Minerals have been working, among other things, on the Environmental Permit Application for the Hautalampi battery mineral mine project in Finland. The application was submitted to the Finnish authorities at the end of April and by this we took a major step towards starting the mining operations at the Hautalampi project ”, comments Roberto García Martínez, CEO of Eurobattery Minerals, regarding the first quarter 2024.

Strategic and operational highlights Q1 2024

• In January, the Company announced the process design for the concentration plant at its battery mineral mine project Hautalampi. The designed capacity of the plant is 500,000 tonnes per annum and is expected to produce annually 21,000 tonnes of Ni 7%/Co 1.9% concentrate and 5,000 tonnes of Cu 25% concentrate during the anticipated 12 years of mining at the site.
• Also, in January, Eurobattery Minerals published the preliminary and final outcomes for the rights issue. It showed that 28,288,738 units were subscribed for, corresponding to a subscription rate of approximately 77.3 per cent. The Company thereby received total issue proceeds of approximately SEK 22.6 million.
• On 18 March 2024 Eurobattery Minerals announced positive results on research proving that the bedrock conditions in its Finnish Hautalampi battery minerals mine project are ideal for future mining operations.

Key financial figures for Q1 2024

• Net sales amounted to SEK 0 thousand (Q1 2023: SEK 0 thousand).
• Operating profit/loss after financial items totalled SEK -4,551 thousand (Q1 2023: SEK -3,288 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.11 (Q1 2023: SEK -0.20).
• Earnings per share after financial items after dilution amounted to SEK -0.04 (Q1 2023: SEK -0.12).
• Cash flow from operating activities was SEK -7,960 thousand (Q1 2023: SEK 1,388 thousand).

Significant events after the period

• At the end of April, Eurobattery Minerals submitted the environmental permit application for the battery mineral mine project Hautalampi in Finland. Filing the application for the environmental permit means that the Company has now taken a major step towards mining operations in Finland.
• At the beginning of May 2024, Eurobattery Minerals AB signed a Letter of Intent to invest a majority stake in Spanish company Tungsten San Juan SL (“TSJ”). TSJ is operating the development of the San Juan wolfram deposit. The Project has all the necessary licences and contracts in place to commence production, including a letter of intent for an off-take agreement with an Austrian world-leading tungsten producer within the Swedish Sandvik Group. The investment of EUR 2.5 million through a new share issue is intended to enable the start of production in 2025.
• In May, the Company announced that it will apply for the battery mineral project Hautalampi to become a Strategic Project under the new EU Critical Raw Materials Act. This is an open call from the European Commission (DG GROW). The recognition of a project as a Strategic Project has several advantages, including streamlined and predictable permitting procedures and support in gaining access to finance.

Detailed financial information
The Q1 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).