Nidhogg Resources Holding secures utilization of TO6 warrants for SEK 5 million, cancels negotiations regarding the acquisition of approximately 85.18 percent of the shares in Holmasjön
Nidhogg Resources Holding AB (publ) ("the Company" or "Nidhogg") has secured an agreement regarding the utilization of TO6 series warrants ("TO6") with exercise period between October 14 to October 25, 2024. Nidhogg has received a bottom-up guarantee commitment from a company wholly owned by board member Mats Ekberg, Företagsfinansiering Fyrstad AB ("the Guarantor"), amounting to SEK 5 million ("the Guarantee Commitment"). The Company will not pay any compensation for the Guarantee Commitment. For the Guarantee Commitment, a consortium consisting of the Company's main shareholders, including the Company's CEO Niclas Biörnstad and Chairman of the Board Ulrich Andersson (jointly referred to as "the Main Shareholders"), shall pay a compensation equivalent to 14 percent of the guaranteed amount. The compensation will be paid by the Main Shareholders in the form of existing shares in the Company, in a quantity corresponding to the compensation divided by the subscription price for shares through the TO6 warrants, rounded to the nearest whole number of shares. The Guarantee Commitment is not secured by a bank guarantee, escrow, pledge, or similar arrangements. The funds will be used to support the Company's operations over the next 12 months to achieve a "going concern" until positive cash flow from ongoing operations can be realized.
Furthermore, the Company has cancelled previously announced negotiations concerning the acquisition of approximately 85.18 percent of the shares in Holmasjön Prospektering AB ("Holmasjön") from BrandBee Holding AB ("BrandBee") as the parties could not agree on the terms of the transaction. As a result, the previously announced conditional guarantee commitment regarding TO6 from Crafoord Capital Partners AB will lapse.
If the Guarantee Commitment is exercised, it will be executed through a directed share issue to the Guarantor after the exercise period has ended. The subscription price in the directed issue will correspond to the subscription price for TO6. In accordance with the so-called Leo rules, the directed issue to the Guarantor needs to be decided by a general meeting or by the board, conditional on the subsequent acceptance by a general meeting. The Company intends to convene such a general meeting after the end of the exercise period, provided that the the Guarantee Commitment is exercised.
The rationale for the potential directed issue and the reasons for deviating from shareholders' preferential rights are to fulfill the Company's contractual obligations to the Guarantor. The Board considers it beneficial to the Company's financial position and in the shareholders' interest that the TO6 warrants are utilized within the framework of the Guarantee Commitment. Moreover, the directed issue will enable the Company to secure financing quickly and cost-effectively for the Company's operations over the next 12 months to achieve "going concern" until positive cash flow from ongoing operations can be realized. The Board has carefully considered the possibility of conducting a rights issue of shares but concluded that the additional cost and timeframe for such a transaction would be disproportionately large. Furthermore, there is no guarantee that a rights issue would be subscribed to a sufficient extent to cover the capital requirement. The Board will only decide on the directed issue if the Guarantee Commitment is exercised, meaning that the need for the directed issue will be affected by the warrant holders' utilization of TO6. In light of the above, the Company has determined that the directed issue is the most advantageous option for the Company and in the best interest of its shareholders.
In July this year, the Company announced that it had entered into a non-binding letter of intent with BrandBee regarding the acquisition of approximately 85.18 percent of the shares in Holmasjön, as well as the acquisition of BrandBee's claim on Holmasjön of approximately SEK 1.8 million ("the Transaction"). The Company has chosen to terminate ongoing negotiations regarding the Transaction as the parties could not agree on the terms for completing the Transaction. As a result, the previously communicated conditional guarantee commitment regarding TO6 from Crafoord Capital Partners AB will also lapse, as the Company will not meet the agreed conditions for said guarantee commitment. However, the Company will continue to consider a future transaction concerning Holmasjön.
"With a large portion of the warrants guaranteed, we have secured funding for the Company over the next twelve months, which we are very pleased with. We remain interested in the Transaction but with a simplified structure and terms. In parallel, we continue to evaluate projects as part of our incubator strategy and look for synergy effects," says Niclas Biornstad, CEO of Nidhogg Resources Holding AB (publ).
This information is insider information that Nidhogg Resources Holding AB (publ) is obligated to disclose according to the EU Market Abuse Regulation. The information was submitted for publication on September 26, 2024, at 1445hrs, by the following contact persons.
Contact
Ulrich Andersson, Chairman of the Board, Nidhogg Resources Holding AB (publ)
Email: ulrich@nidhoggresources.com
Phone: +46 70 376 0515
or
Niclas Biornstad, CEO, Nidhogg Resources Holding AB (publ)
Email: niclas@nidhoggresources.com
About Nidhogg Resources
Nidhogg Resources Holding AB (publ), www.nidhoggresources.se, is a Swedish company focused on commodities. Nidhogg was founded by individuals with over 60 years of combined experience in the commodity market, with backgrounds ranging from exploration to exploitation and sales, and a passion for extracting raw materials by applying innovative technology alongside existing infrastructure.