NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN
For a general company update and more information about the Transaction, please refer to the company presentation attached hereto, which is also published on Akobo’s website (https://akobominerals.com/investors).
Jørgen Evjen, CEO of
“I am pleased to announce that
Debt Restructuring
Akobo is pleased to announce that it has finalized negotiations and amendments to the secured debt in the Company with its lender
Private Placement
Akobo is pleased to announce that it has completed a private placement of a total of 34,003,550
The net proceeds from the Private Placement will be used to finance the construction phase of the Segele plant and subsequent production ramp up phase, to reach steady production and positive cash flow, as well as for general corporate purposes.
Following completion of the Private Placement, the Company’s share capital will be
Settlement of the Offer Shares is expected to take place on or about
The Private Placement represents a deviation from the existing shareholders’ pre-emptive right to subscribe for the offer shares. The Board has carefully considered the Private Placement in light of the equal treatment obligations under the Swedish Companies Act, and the prohibition against giving anyone an unreasonable advantage at the Company’s or the shareholders’ expense set out in the Norwegian Securities Trading Act, Euronext Growth Oslo, Rule Book Part II section 3.1(2), and the Oslo Stock Exchange’s Guidelines on the rules of equal treatment, and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it will be in the best interest of the Company and its shareholders to deviate from the shareholders’ pre-emptive right as resolved through the Private Placement. The reason for the deviation from the shareholders’ pre-emption rights is that the Company is in immediate need of capital. In addition, the Debt Refinancing was conditional upon the Company raising at least
Subsequent Rights Issue
The Board has today resolved to proceed with and announce the Subsequent Rights Issue of up to 28,346,785 new shares in the Company. In aggregate, 53,150,223 subscription rights will be issued (the “Subscription Rights”). The Subsequent Rights Issue will, subject to applicable securities laws, be directed towards existing shareholders in the Company as of the end of trading on
Provided that the Subsequent Rights Issue is fully subscribed, the number of shares in
Indicative timetable of the Subsequent Rights Issue will be presented in a separate stock exchange announcement and the complete terms and conditions of the Subsequent Rights Issue will be presented in a national prospectus (Nw: “Nasjonalt Prospekt”) that is expected to be published on the Company’s website on or about
Proposed conversion of debt by conversion of two convertible loans and a bridge loan
Further, the Board has resolved convene an extraordinary general meeting on
Lenders representing 83 % of the bridge loan have, as of today, committed to convert the outstanding amount thereunder (including accrued interests and interests which will accrue until maturity), and lenders representing 92 % of the total outstanding amount under the convertible loans have, as of today, committed to the same. The remaining lenders under the convertible loans and the bridge loan will be offered the opportunity to convert their respective portions of the convertible loans and the bridge loan.
Conversion of the bridge loan and the convertible loans into new shares in the Company will be the same price per share as in the Private Placement (i.e.
Any conversion of the bridge loan and/or the convertible loans is subject to approval by the EGM of the Set-Off Issue.
Notice convening the EGM will be published separately today. Further information will be announced in a separate stock exchange announcement.
Advisors
SpareBank 1 Markets AS
For more information, please contact:
Jørgen Evjen, CEO,
Mob: (+47) 92 80 40 14
Mail: [email protected]
LinkedIn: www.linkedin.com/company/akobominerals
Web: www.akobominerals.com
This information is considered to include inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Jørgen Evjen on
About
Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into
The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in
The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in
None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in
In the EEA Member States, with the exception of
In the
This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, development, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by the fact that they contain words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. Neither the Company nor anyone else does undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in
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