Mahvie Minerals AB has carried out a directed share issue.

2023-09-29 Erik Forsell Uncategorized

Styrelsen i Mahvie Minerals AB (publ) ("Mahvie" eller "Bolaget") har idag, förutsatt bolagsstämmans efterföljande godkännande, beslutat om en riktad nyemission av 16 250 000 aktier till en teckningskurs om 0,40 SEK per aktie ("Riktade Nyemissionen") till en grupp av kvalificerade investerare. Teckningskursen har fastställts genom ett accelererande book building-förfarande, och motsvarar 13,0 procents rabatt jämfört med Bolagets akties volymviktade genomsnittskurs (VWAP) på NGM Nordic SME under de senaste tio handelsdagarna fram till och med den 28 september 2023, vilket var den kväll då det accelererade förfarandet genomfördes. Styrelsen gör, mot bakgrund av detta förfarande, bedömningen att teckningskursen har bestämts på sådant sätt att marknadsmässigheten har säkerställts och att teckningskursen återspeglar rådande marknads-förhållanden och efterfrågan på Bolagets aktier. Genom den Riktade Nyemissionen tillförs Mahvie 6,5 MSEK före transaktionskostnader om cirka 150 TSEK. Kallelse till extra bolagstämma för godkännande av den Riktade Nyemissionen kommer att publiceras genom ett separat pressmeddelande.

The board of directors of Mahvie Minerals AB (publ) (“Mahvie” or the “Company”) has today, subject to the subsequent approval of the general meeting, resolved on a directed share issue of 16,250,000 shares at a subscription price of SEK 0.40 per share (the “Directed Share Issue”) to a group of qualified investors. The subscription price has been determined through an accelerated book building procedure, and corresponds to a 13.0 percent discount compared to the Company’s share’s volume weighted average price (VWAP) on NGM Nordic SME during the last ten trading days up to and including September 28, 2023, which was the evening of the accelerated procedure. Against the background of this procedure, the board of directors makes the assessment that the subscription price has been determined in such a way that marketability has been ensured and that the subscription price reflects the prevailing market conditions and demand for the Company’s shares. Through the Directed New Share Issue, Mahvie receives SEK 6.5 million before transaction costs of approximately SEK 150 thousand. Notice of an extraordinary general meeting to approve the Directed New Share Issue will be published in a separate press release.

Per Storm, Managing Director of Mahvie, comments: “We intend to use the majority of the issue proceeds for the Haveri project. It is very exciting to start developing the Haveri project in earnest. We have previously assessed the project as very interesting and developable, and the aim is to develop the Haveri project with a focus on higher gold grades through traditional geological mapping, geophysics and core drilling. Today’s international uncertainty has meant that the price of gold is expected to remain high for a long time and compared to the 2014 SRK study, the price has almost doubled. All in all, this indicates an interesting development for the Haveri project.”

Summary of the Directed New Share Issue

– The subscription price is SEK 0.40 per share and corresponds to a discount of 13 percent compared to the Company’s share’s volume weighted average price (VWAP) on NGM Nordic SME during the last ten trading days up to and including September 28, 2023, which was the evening when the accelerated book building procedure was carried out.

– Through the Directed New Share Issue, Mahvie receives proceeds of SEK 6.5 million before deduction of transaction costs. Total transaction costs are expected to amount to approximately SEK 150 thousand.

– Through the Directed New Share Issue, the number of outstanding shares and votes in the Company increases by 16,250,000 from 22,567,965 to 38,817,965. The share capital increases by approximately SEK 812 500.00 from approximately SEK 1 128 398.31 to approximately SEK 1 940 898.35.

– The Directed New Share Issue entails a dilution of approximately 41.9 percent in relation to the total number of outstanding shares and votes in the Company after the Directed New Share Issue.

– Investors in the Directed New Share Issue are both existing shareholders and a number of qualified investors, including Exelity AB.

– The shares issued through the Directed New Share Issue are intended to be admitted to trading on NGM Nordic SME.

– All shares issued in the Directed Share Issue have been subscribed for and allocated, subject to the approval of the Directed Share Issue by the extraordinary general meeting.

– The Extraordinary General Meeting to approve the Directed Issue is expected to be held on or around October 18, 2023. Notice of such extraordinary general meeting will be published in a separate press release.

– The Company intends to use the majority of the proceeds from the Private Placement to enable continued investment in the development of the Haveri project in Finland, geophysics, modeling followed by core drilling on high grade zones.

Prior to the decision on the Directed New Share Issue, the Board of Directors has carefully considered alternative financing routes, including the conditions for carrying out a rights issue. However, the Company’s board of directors considers that the Directed New Share Issue with deviation from the shareholders’ preferential rights was the most favorable option for the Company and the Company’s existing shareholders. In doing so, and as a reason for the deviation from the shareholders’ preferential rights, the Board of Directors has, among other things, considered the following:

– the Directed New Share Issue can be carried out at a significantly lower cost. A rights issue of this size, which in light of current market conditions the Board of Directors believes would require external guarantees from a guarantee consortium, is estimated to cost over SEK 1 million. In the Directed New Share Issue, the transaction costs are estimated to amount to approximately SEK 150 thousand;

– the Directed New Share Issue can be carried out significantly faster than a rights issue, which is crucial as the Company has limited human resources and needs to drive the development activities forward in parallel with the Company’s financing. A rights issue would take significantly longer to implement and entail a higher risk of negative impact on the share price, especially in light of the current volatile and challenging market conditions;

– the Directed New Share Issue provides an opportunity to attract new, qualified, financially strong owners to the Company. Highly capitalized owners are considered a strength for the Company and provide conditions for implementing its growth strategy, and

– assumption of low participation in a rights issue based on the experience from the rights issue carried out by the Company in the first quarter of this year.

By establishing the subscription price in the Directed New Share Issue through an accelerated book building procedure, the Board of Directors assesses that the subscription price is market-based and that it reflects current market conditions among exploration companies and the demand for the Company’s shares.

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