09 April 2024

Beowulf Mining plc

("Beowulf" or the "Company")

Completion of Vardar Minerals Limited Consolidation

Beowulf (AIM: BEM; Spotlight: BEO) is pleased to announce that the consolidation of 100 per cent ownership of Vardar Minerals Limited ("Vardar"), initially announced on 4 March 2024, has now completed.

Highlights

·      Consolidation of 100 per cent interest in Vardar and its subsidiaries through the issue of 52,326,761 Beowulf shares

·      The new Beowulf shares are subject to a 12-month lock-in agreement from 8 April 2024

·      The consolidation provides Beowulf with full control and optionality and, through bringing management and administrative functions in-house, reduces the overall running cost to Beowulf

·      Ismet Krasniqi appointed to the Board of Vardar

Ed Bowie, Chief Executive Officer of Beowulf, commented:

"I am delighted that we have now closed the Vardar transaction and can focus on moving the business forward. Vardar has an exciting portfolio of exploration assets in a highly prospective yet under-explored region. Consolidating the ownership gives us full operational control and optionality to drive the growth of the business including reviewing acquisition, divestment, joint venture and strategic investment opportunities.

"Ismet has been instrumental in advancing Vardar's interests in Kosovo and I am delighted he has agreed to join the Board."

Transaction Detail

Since its initial investment in Vardar in November 2018, Beowulf invested a total of £3.34 million taking its ownership to 61.1 per cent. The two founders of Vardar, Luke Bryan and Adam Wooldridge, each hold a 13.6 per cent interest with the remaining 11.7 per cent being held by private individuals.

Vardar held 100 per cent of two direct subsidiaries, Vardar Exploration Kosovo LLC ("VEK") in Kosovo and Vardar Geoscience Ltd in the British Virgin Islands, which itself held a 95 per cent interest in Vardar Geoscience Kosovo LLC ("VGK") in Kosovo. The remaining 5 per cent interest in VGK was held by Ismet Krasniqi, Vardar's local partner who is also a director of VGK.

The initial step in the transaction was the consolidation of the ownership in VGK. Ismet Krasniqi, in consideration for his interest in VGK has received new shares in Vardar representing approximately 5 per cent of the enlarged share capital of Vardar.

The second stage in the transaction is the consolidation of 100 per cent ownership of Vardar though the issue of 52,326,761 Beowulf shares to the Vardar minority holders. The new Beowulf shares are subject to a 12-month lock-in agreement from the 8 April 2024 and will be issued at the same time as shares issued in connection with the Capital Raise. The new shares issued to the Vardar minority holders will represent approximately 2.7 per cent of the enlarged share capital post the Capital Raise.

Luke Bryan and Adam Wooldridge have resigned as directors of Vardar and its subsidiaries and Ismet Krasniqi will be appointed as a Director of Vardar.

The consolidation of 100 per cent ownership provides Beowulf with full strategic and operational control of Vardar. Vardar holds and has submitted new applications for a portfolio of exploration licences that are prospective for a range of precious and base metals as well as lithium. The Company is focused on advancing this portfolio, further testing a number of the high priority targets and reviewing strategic opportunities in the region.

Total Voting Rights

Application will be made for admission of the new Ordinary Shares to be admitted to trading on AIM on or around 15 April 2024. The new Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares. Following Admission, the total number of Ordinary Shares in the Company in issue will be 1,913,072,812. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

Enquiries:

Beowulf Mining plc

Ed Bowie, Chief Executive Officer                     ed.bowie@beowulfmining.com

SP Angel

(Nominated Adviser & Joint Broker)       

Ewan Leggat / Stuart Gledhill / Adam Cowl         Tel: +44 (0) 20 3470 0470

Alternative Resource Capital

(Joint Broker)

Alex Wood                                                        Tel: +44 (0) 20 7186 9004

BlytheRay        

Tim Blythe / Megan Ray                                     Tel: +44 (0) 20 7138 3204

Cautionary Statement

Statements and assumptions made in this document with respect to the Company's current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of Beowulf. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to , (i) changes in the economic, regulatory and political environments in the countries where Beowulf operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) Beowulf's continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) metal prices, particularly as regards iron ore. In the light of the many risks and uncertainties surrounding any mineral project at an early stage of its development, the actual results could differ materially from those presented and forecast in this document. Beowulf assumes no unconditional obligation to immediately update any such statements and/or forecast.