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).

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 exercise their warrants of series TO4 during the subscription period.

CEO Roberto García Martínez will be presenting the Company at an investor meeting on Tuesday 14 May 2024 at 5:00 PM CEST. Shareholders and other stakeholders have the opportunity to follow the presentation in real-time and ask questions to the Company during the subsequent Q&A session.

Registrations for the investor meeting are made on the following link: https://forms.gle/RU7t3nqEvTRwjCJFA. Please note that the investor meeting will be held in English.

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 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, Switzerland, 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 TO4 and series TO5 were issued. The prospectus is kept available at, inter alia, the Company’s website.

• An investment of EUR 2.5 million in TSJ for an ownership stake of 51 per cent on a fully diluted basis.
• The full investment amount would primarily be used for the design and construction of a processing plant as well as working capital for the production start.
• The investment will, in combination with a letter of intent with an off-taker within the Sandvik Group, enable TSJ to start delivering tungsten material to Europe in 2025.
• Tungsten is a critical raw material used widely in industrial applications and in many important sectors, e.g. electronics and power industry, aeronautics, and the defence industries.
• The payment would be made in cash in two tranches of EUR 1.5 million and EUR 1.0 million respectively, where the Company would access its full ownership stake directly after the payment of the first tranche.
• The Company intends to complete both tranches of the investment in 2024.
• The investment is conditional on Eurobattery Minerals conducting satisfactory due diligence of TSJ and the parties agreeing to enter into an investment agreement, as well as the Company´s ability to obtain financing for the investment.

“This acquisition is a game changer for Eurobattery Minerals and it will transform the Company´s DNA. Tungsten is listed as a critical raw material by the EU and tungsten-enhanced steel is vital, for example, for the defence industry,” comments Roberto García Martínez, CEO of Eurobattery Minerals.

Information about TSJ and the tungsten project
TSJ is a Spanish mining entity engaging in the development of the San Juan wolfram deposit (Ourense, Galicia, Spain), a site with appreciable mineralisation of tungsten which has never been mined (the “Project”). 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 Wolfram Bergbau und Hütten AG, an Austrian world-leading tungsten producer within the Swedish Sandvik Group.

The initial small-scale open pit production planned in 2025 is based on the proven reserves of 60,000 t @ 1.3% WO3 (78,000 MTU). With consideration of a potential extension of the open pit as well as the other potential reserves in the remaining numerous outcroppings of skarn, TSJ forecasts an initial mining objective for the Project in the order of at least 960,000 MTU, i.e. more than 12 times the size of the proven reserves.

The investment in brief
The investment of EUR 2.5 million through a new share issue is intended to enable the start of production in 2025. According to the business plan, the Project would yield positive cash flows within 12 months from the completion of the first tranche, with a payback period on the investment of 3.4 years (including the estimated 10-month plant construction time). Parts of the cash flows each year are intended to be recouped in dividends to the owners. The remainder will be re-invested in new drilling programs and further development with the ambition to realise the value-adding potential of the project, which TSJ anticipates being at least 12 times higher than the actual proven reserves. The distribution of the net profits will be determined over time, guided by the development of the Project, with the ambition to maximise shareholder value.

“This investment is transformative for Eurobattery Minerals as it will make the Company self-sufficient. The Project constitutes a fantastic opportunity to enable positive cash flows to the Company and it has a big value-adding potential, which could significantly increase the project value in the future. Considering the role of tungsten as a critical raw material and its applications within the aeronautics, space, and defence industries – as well as electronics and industrial applications – this investment aligns well with our mission to make Europe self-sufficient in responsibly mined minerals,” comments Roberto García Martínez, CEO of Eurobattery Minerals.

Eurobattery Minerals intends to explore the possibility of obtaining financing for the investment, for which the parties’ collective ambition is to complete the deal in 2024. The LOI gives Eurobattery Minerals exclusive rights for ninety calendar days to invest the majority stake in the Project.

Terms for the Warrants in brief

• Holders of Warrants of series TO4 have the right to subscribe for one (1) new share in the Company for each (1) held Warrant of series TO4 at a subscription price of SEK 0.40 per share.
• The number of outstanding Warrants of series TO4 is 33,268,890, which upon full subscription would imply an increase of 33,268,890 shares in the Company, from 103,131,838 shares to 136,400,728 shares, and an increase in the share capital of SEK 13,307,556.00, from SEK 41,252,735.20 to SEK 54,560,291.20.
• Upon full exercise of the Warrants, the Company will receive a maximum of approximately SEK 13.3 million before issue costs.
• The subscription period for the Warrants of series TO4 runs from 7 May to 21 May 2024.
• The last day of trading in Warrants of series TO4 is on 17 May 2024.
• The outcome is expected to be published on 23 May 2024.
• For existing investors who do not participate in the issue of shares by exercising Warrants, the dilution will be approximately 24.4 per cent upon full exercise of the outstanding Warrants of series TO4.

Other information
For investors that have their Warrants of series TO4 registered in a depository at a nominee, subscription, and payment by exercise of Warrants of series TO4 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 TO4 directly registered on a VP account, subscription, and payment by exercise of Warrants of series TO4 must be made according to instructions on the subscription form which is sent out by mail. The subscription form will also be available for download on the Company’s issue site, investors.eurobatteryminerals.com/en/warrants-series-to4/, Augment Partner AB’s offer site, www.augment.se/offerings/, and on Aqurat Fondkommission AB’s website, www.aqurat.se.

For more information about the Warrants of series TO4, please see the complete terms which are available for download on the Company’s issue site, investors.eurobatteryminerals.com/en/warrants-series-to4/.

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.

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 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, Switzerland, 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 TO4 and series TO5 were issued. The prospectus is kept available at, inter alia, the Company’s website.

The company will provide the environmental permit application to the Finnish Environmental Authority and following this, have a meeting with the agency in mid-April. After the April meeting, Eurobattery Minerals will follow the instructions and procedural steps indicated by the Finnish Authority.

“We are looking forward to submitting the environmental permit application and work alongside the authorities to ensure a smooth and quick process,” said Roberto García Martínez, CEO of Eurobattery Minerals.

“In Q4, we at Eurobattery Minerals have been working to accelerate the development of our Hautalampi battery mineral mine project, for example, by preparing the application for an environmental permit in Q1-2024 and by continuing to work on the finalization of the project acquisition, which is planned to take place during 2024. With these plans, we are laying the foundation for the start of the project’s construction phase and the subsequent mining operations”, comments Roberto García Martínez, CEO of Eurobattery Minerals, regarding the fourth quarter 2023.

Strategic and operational highlights Q4 2023

• In October, Eurobattery Minerals announced that it will not renew its exploration licenses for its seven Swedish assets when the permits expire. The decision will enable Eurobattery Minerals to focus on projects which are in the more advanced stages to create better shareholder value.
• In October, Eurobattery Minerals announced its partnership with the Research Center for Smart Exploration led by Uppsala University in Sweden. It is a multidisciplinary centre that will research the exploration and refinement of metals and minerals.
• In November, Eurobattery Minerals decided on a rights issue of approximately SEK 29.3 million and undertakes to carry out a convertible issue of SEK 5.0 million. The Rights issue was secured to approximately SEK 22.0 million, corresponding to 75.0 per cent of the Rights issue, by subscription and underwriting commitments.
• In December, the Extraordinary General Meeting was held on the 27th and resolved, inter alia, to approve the board of directors’ resolution on a rights issue of units and other related proposals, as well as the election of a new board member, namely Eckhard Cordes.

Key financial figures for Q4 2023

• Net sales amounted to SEK 0 (Q4 2022: SEK 0).
• Operating income after depreciation/amortisation and financial items totalled SEK -4,649 thousand (Q4 2022: SEK -3,881 thousand).
• Earnings per share after financial items before dilution amounted to SEK -0.97 (Q4 2022: SEK -0.23).
• Earnings per share after financial items after dilution amounted to SEK -0.97 (Q4 2022: SEK -0.23).
• Cash flow from operating activities was SEK 8,906 thousand (Q4 2022: SEK -5,751 thousand).

Key financial figures for the full year 2023

• Net sales amounted to SEK 0 (FY 2022: SEK 0).
• Operating income after depreciation/amortisation and financial items totalled SEK -23,055 thousand (FY 2022: SEK -20,138 thousand).
• Earnings per share after financial items before dilution amounted to SEK-1.33 (FY 2022: SEK -1.28).
• Earnings per share after financial items after dilution amounted to SEK-0.60 (FY 2022: SEK -1.22).
• Cash flow from operating activities was SEK 1,253 thousand (FY 2022: SEK 4,439 thousand).
• The Board of Directors does not intend to propose any dividend to the upcoming Annual General Meeting

Significant events after the period

• In January, the company announced process design for the concentration plant at its battery mineral mine project in Hautalampi. The plant is designed 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. The designed capacity of the plant is 500,000 tonnes per annum.
• Also, in January, Eurobattery Minerals published the preliminary and final outcomes for the rights issue. The final outcome showed that 28,288,738 units were subscribed for, corresponding to a subscription rate of approximately 77.3 per cent. Eurobattery thereby receives total issue proceeds of approximately SEK 22.6 million (of which SEK 1.6 million is obtained through set-off of debts) before issue costs.

Detailed financial information
The Q4 report for 2023 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).

Eurobattery Minerals AB’s (Nordic Growth Market: BAT and Börse Stuttgart: EBM; in short: “Eurobattery” or the “Company”) rights issue of units has been registered with the Swedish Companies Registration Office. The last day for trading in paid subscribed units (“BTU”) is on 7 February 2024. Euroclear’s record date for conversion from BTU to shares and warrants is on 9 February 2024. The new shares and warrants are expected to be distributed to the respective shareholder’s VP account/depot on 13 February 2024. The first day of trading of the warrants of series TO4 (Ticker: BAT TO4) is on 13 February 2024 and they will be traded until and including 17 May 2024. The first day of trading of the warrants of series TO5 (Ticker: BAT TO5) is on 13 February 2024 and they will be traded until and including 16 October 2024.

Terms for the Compensation issue

In connection with the Rights issue, it was communicated that the Rights issue was covered by underwriting commitments amounting to a total of approximately SEK 20.4 million. In accordance with the underwriting agreements, underwriting commitments entitled to underwriting remuneration corresponding to fifteen (15) per cent of the underwritten amount in cash or twenty (20) per cent of the underwritten amount in units. Several underwriters have chosen to receive their remuneration in the form of units in the Company, and due to this, Eurobattery’s Board of Directors has today decided on a directed Compensation issue of a total of 4,980,152 units, corresponding to approximately SEK 4.0 million, to said underwriters.

The subscription price in the Compensation issue corresponds to the subscription price in the Rights issue and was determined through negotiations between the underwriters and the Company, in consultation with advisors and through analysis of several market factors. The Board of Directors’ assessment is therefore that the subscription price is at market, with consideration of current market conditions.

The reason for the deviation from the shareholders’ pre-emptive right is to fulfil the Company’s commitments to the underwriters as a cause of the entered underwriting agreements. Payment in the Compensation issue shall be made by offsetting the underwriters’ claim for underwriting remuneration.

Through the Compensation issue, the number of shares in Eurobattery will increase by 9,960,304, from 93,171,534 to 103,131,838. The share capital will thereby increase by SEK 3,984,121.60, from SEK 37,268,613.60 to SEK 41,252,735.20. The Compensation issue thus entails a dilution effect on the Company’s share of approximately 9.7 per cent.

Through the Compensation issue, 4,980,152 warrants of series TO4 and 4,980,152 warrants of series TO5 are issued. If all outstanding warrants of series TO4 and TO5, including the warrants issued through the Rights Issue, are exercised for subscription of new shares in the Company, the number of shares will increase by an additional 66,537,780 shares, entailing an increased dilution of approximately 39.2 per cent, of which a maximum of approximately 5.9 per cent is attributable to the warrants issued through the Compensation issue.

All units in the Compensation issue have been subscribed for and allotted to underwriters who have chosen to receive underwriting compensation in the form of units.

Terms for the Convertible issue

The Company has an outstanding debt as a result of a convertible debenture with a nominal value of SEK 10.0 million which was issued to Formue Nord Fokus A/S as a result of a resolution by the Extraordinary General Meeting on 30 November 2022 and which entitled the holder to conversion of up to 2,500,000 new shares in the Company at a conversion price of SEK 4.00 per share. In connection with the Rights issue, the Company has undertaken to repay the whole outstanding debt including interest, of which approximately SEK 6.6 million is 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 Formue Nord Fokus A/S and are deemed by the Board of Directors to be at market. The main conditions for the Convertible issue are stated below:

• 5,000,000 Convertible notes with a total nominal value of SEK 5.0 million, which carries the right to convert to 10,416,666 new shares until 9 August 2025 at a conversion price of SEK 0.48.
• 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 9 August 2025 at the latest.
• The Convertible notes carry an annual interest of 12 per cent plus STIBOR 3M, to be paid on a quarterly basis and on the final due date.
• Upon full conversion of the Convertible notes, the number of shares will increase by 10,416,666 shares, implying a maximum dilution of approximately 10.1 for the 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 Formue Nord Fokus A/S’s claim under the previous 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.

Formue Nord Fokus 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 Formue Nord Fokus 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 Formue Nord Fokus A/S and is beneficial for the Company and its shareholders.

The subscription price for the Convertible notes has been determined through negotiations with Formue Nord Fokus 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.

Final outcome

The Rights issue comprised a total of 36,594,058 units. One (1) unit consists of two (2) new shares, one (1) warrant of series TO4 and one (1) warrant of series TO5. The final outcome shows that 26,230,296 units, corresponding to approximately 71.7 per cent of the Rights issue, were subscribed for with unit rights. 2,058,442 units, corresponding to approximately 5.6 per cent of the Rights issue, were subscribed for without unit rights. The outcome implies that no underwriting commitments will be claimed. Altogether, the Rights issue was subscribed to approximately 77.3 per cent.

Other information

Through the Rights issue, the Company receives gross proceeds of approximately SEK 22.6 million (of which SEK 1.6 million is obtained through set-off of debts). The number of shares will increase by 56,577,476, from 36,594,058 to 93,171,534, when the new shares are registered at the Swedish Companies Registration Office which is expected to take place in the beginning of February 2024. The share capital will increase by SEK 22,630,990.40, from SEK 14,637,623.20 to SEK 37,268,613.60, after consideration of the share capital reduction decided at the Extraordinary General Meeting of the Company on 27 December 2023 which will be registered in connection with the registration of the Rights issue at the Swedish Companies Registration Office. The dilution for the shareholders who did not participate in the Rights issue amounts to approximately 60.7 per cent.

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 TO4 and TO5. Altogether, 28,288,738 warrants of series TO4 and 28,288,738 warrants of series TO5 will be issued, which will entitle the holders to subscribe for one new share per warrant during the periods 7 May – 21 May 2024 and 7 October – 18 October 2024 respectively. Upon full exercise of all warrants of series TO4 and TO5, the Company’s share will be diluted by an additional approximately 37.8 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 3 January 2024. Notice of allocation of units subscribed for without unit rights will be sent to those who have been allotted units today, 24 January 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, 29 January 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.

IMPORTANT INFORMATION

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

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

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 (“Securities Act“), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, 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.