Press release, May 11, 2020, Stockholm 08:45
Sotkamo Silver AB (”Sotkamo Silver” or the ”Company”) today announces that the new share issue with preferential rights for existing shareholders, announced by the Company on February 27, 2020 (the "Rights Issue"), has been completed. In the Rights Issue, 36,593,195 shares, corresponding to approximately 81.3 percent of the Rights Issue, were subscribed for with the use of subscription rights. In addition, 17,555,412 shares, corresponding to approximately 39.0 percent of the Rights Issue, were subscribed for without the use of subscription rights. In total, the Rights Issue was subscribed to approximately 120.3 percent, which implies that Sotkamo Silver raises approximately MSEK 62 before deduction for issue costs. The subscription of 120.3 percent means that the guarantee commitments do not have to be utilized.
Through the Rights Issue, the Company's share capital increases by SEK 61,725,388.67 from SEK 185,176,166.01 to SEK 246,901,554.68 and the number of shares increases by 44,994,433 shares from 134,983,299 shares to 179,977,732 shares. Thus, the dilution effect for shareholders who did not participate in the Rights Issue amounts to 25 percent.
Allotment of shares subscribed for without the use of subscription rights has been made in accordance with the principles set out in the prospectus that has been prepared in connection with the Rights Issue and published by the Company on April 15, 2020. Notice of allotment is provided through the distribution of a settlement note by mail to the respective subscriber. Allotted shares shall be paid for in accordance with the instructions on the settlement note. Only those who are allotted shares will be notified.
Trading in paid subscribed shares (Sw. BTA) will continue on NGM Equity (SOSI BT) and Nasdaq Helsinki (SOSI1N0120) until the Rights Issue has been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), which is expected to take place in May 2020.
One (1) 2020/2021 warrant will be obtained for every four (4) shares subscribed and paid for through the new share issue with preferential right for existing shareholders, which means that the Company will transfer 11,246,583 warrants. The warrants are issued without consideration. The warrants will be delivered separately once the new share issue has been fully registered by the Swedish Companies Registration Office. Please note that the warrants will be transferred only to those who have subscribed for, paid for and received shares in the Rights Issue and thus not to those who have bought BTAs on the secondary market.
Each warrant gives the holder the right to subscribe to one (1) new share in Sotkamo Silver at a subscription price of SEK 2.00 per share. The final EUR subscription price for subscription of new shares will be established on April 30, 2021. Subscription and simultaneous cash payment for new shares will take place during the period between May 1, 2021 and May 28, 2021.
At full exercise of the warrants, Sotkamo Silver will be provided with additional SEK 22.5 million before deduction of issue costs. Upon full exercise, the share capital will increase by SEK 15,428,568.84, from SEK 246,901,554.68 to SEK 262,330,123.52 and the number of shares will increase with 11,246,583 shares from 179,977,732 shares to 191,224,315 shares.
Sotkamo Silver intends to apply for listing of the 2020/2021 warrants on NGM Equity and Nasdaq Helsinki. The warrants are expected to commence trading in mid-June 2020.
Paul Johnsson, CEO of Sotkamo Silver AB, phone +46 70 777 69 76
The official stock exchange announcements are provided in Swedish, and there may be differences in the translated versions. Should there be any differences, the Swedish version takes precedence.
Stockholm Corporate Finance is the financial advisor. A1 Advokater and Advokatfirman Schjødt are the legal advisors to Sotkamo Silver. Hagberg & Aneborn Fondkommission and Evli Bank are the issuing institutes in the Preferential Rights Issue and the 2020/2021 Warrant issue.
This press release does not constitute an offer to acquire, subscribe to, or otherwise trade in shares, warrants, subscription rights, paid subscription shares, or other securities in Sotkamo Silver AB (publ). No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden or Finland. Any invitation to the persons concerned to subscribe for shares in Sotkamo Silver AB (publ) has only been made through the prospectus that Sotkamo Silver AB (publ) published on April 15, 2020.
This press release must not be published or distributed, directly or indirectly, to or within Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland, the US, or any other jurisdiction where the distribution of this press release is against the law. Similarly, this press release does not constitute an offer to sell new shares, warrants, paid subscription shares, subscription rights, or other securities to anyone in a jurisdiction where it is not allowed to make such an offer to such a person, or where such action would require an additional prospectus, registration, or measures other than those required under Swedish law. The prospectus, registration slip, and other documents attributable to the Preferential Rights Issue may not be distributed to or within any country where such distribution or Preferential Rights Issue requires measures as stated in the preceding sentence, or where this would contravene the law of that country.
No shares, warrants, subscription rights, paid subscription shares, or other securities have been registered or will be registered pursuant to the 1933 United States Securities Act in its current version (“the Securities Act”) or securities legislation in any state or other jurisdiction of the US, and may not be offered, subscribed to, utilised, pledged, sold, resold, granted, supplied, or otherwise transferred, directly or indirectly, to or within the US, except in accordance with any applicable exemption from or by way of a transaction that is not covered by the registration requirements of the Securities Act and in accordance with the securities legislation in the relevant state or other jurisdiction of the US.
This press release contains some forward-looking information that reflects the Company’s current view of future events and financial and operational development. Words such as “intended”, “will”, “believed”, “assessed”, “expected”, “planned”, “estimated”, and other expressions that imply indications or predictions of future developments or trends constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties because it is dependent on future events and circumstances. Forward-looking information does not constitute a guarantee of future results or developments. Actual results may differ substantially from what is stated in this forward- looking information. This information, these opinions, and the forward-looking statements contained in this press release are valid only on this date and are subject to change without notice.
About Sotkamo Silver AB (publ)
Sotkamo Silver’s business concept is the development and extraction of metal deposits in the Nordic region. The business is run with due regard for people and the environment. Sotkamo Silver owns mineral deposits containing silver and gold in Finland and zinc and gold in Norway. The company’s primary project is the Silvergruvan mine in the municipality of Sotkamo.
Sotkamo Silver applies SveMin’s and FinMin’s joint reporting rules for public mining and exploration companies. Sotkamo Silver has chosen to report its mineral resources in accordance with the internationally accepted JORC or NI 43 101 codes. Sotkamo Silver applies the International Financial Reporting Standards (IFRS) as well as the standards adopted by the European Union.
Sotkamo Silver’s ticker code is SOSI for NGM Equity and SOSI1 for NASDAQ Helsinki. The ISIN number for Sotkamo Silver AB’s shares is SE0001057910.
The Legal Entity Identifier (LEI) number is: 213800R2TQW1OZGYDX93. Find out more about Sotkamo Silver at www.silver.fi