Press Releases

Participation

Shareholders that wish to participate in the procedures at the EGM must:

• on March 21, 2023 be recorded as shareholders in the share register kept by Euroclear Sweden AB, and
• by no later than March 23, 2023 give notice to the Company of their intention to participate in the EGM. Notice shall be given in writing by e-mail at [email protected] (marked EGM Bluelake Mineral) or by mail addressed to Bluelake Mineral AB (publ), c/o Advokatbyrån Simonsson AB, Sjöbackarna 13, 456 94 Hunnebostrand.

In providing such notice the shareholder should state its name, address, personal registration number or company registration number, telephone number, shareholdings and if applicable, the number of accompanying assistants (a maximum of two). The notice must also, where applicable, for example regarding legal entities, be accompanied by complete authorization documents such as a registration certificate or equivalent.

Representatives etc.

Shareholders who are represented by proxy must submit to the Company a written, signed and dated power of attorney for the representative. The period of validity of the power of attorney may not exceed five years provided it has been specifically stated. If no period of validity is stated, the power of attorney is valid for a maximum of one year. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate or equivalent must be submitted to the Company by mail together with the original copy of the power of attorney in good time before the EGM at the address mentioned above. The registration certificate may not be issued earlier than one year before the date of the EGM. Power of attorney forms are available at the Company's website www.bluelakemineral.com 

Nominee-registered shares

In order to be entitled to participate in the meeting, a shareholder who has his shares registered with a nominee must, in addition to giving notice of its intention to participate in the AGM, have the shares registered in his own name so that the shareholder is included in the share register on the record date on March 21, 2023. Such re-registration may be temporary (so-called voting rights registration) and is requested from the nominee according to the nominee's routines at such time in advance as the nominee decides. Registration of voting rights made by the nominee no later than March 23, 2023, will be taken into account in the presentation of the general meeting share register.

Proposed agenda

1. Election of chairman of the meeting
2. Drawing up and approval of the voting list
3. Approval of the agenda
4. Election of one or two persons to verify the minutes
5. Determination as to whether the meeting has been duly convened
6. Decision on approval of the board's decision on a directed issue of convertibles
7. Decision on approval of the board's decision on a directed issue of warrants
8. Closing of the meeting

Item 6 - Decision on approval of the board's decision on a directed issue of convertibles

The board proposes that the general meeting decides to approve the board's decision dated 2023-03-09 whereby the Company shall raise a convertible loan in an aggregate nominal amount not exceeding SEK 8,000,000 through the issuance of not more than 8,000,000 convertible debentures, entailing an increase in the share capital of not more than SEK 1,659,441 upon full conversion of the convertible debentures. The resolution shall otherwise be governed by the following terms and conditions.

1. The right to subscribe for the convertible debentures shall vest in Formue Nord Fokus A/S. The reason for the deviation from the shareholders' preferential right is to ensure the most time- and cost effective financing of the repayment of Company's outstanding loan which including accrued interest and other fees amounts to a total of approximately SEK 11.2 million and which is due for payment 2023-07-31. The board has considered the possibility of financing the repayment of the debt by carrying out a larger rights issue of shares than the rights issue decided by the board 2023-03-09 with the support of authorization from the annual general meeting held 2022-05-12, or through a rights issue of convertible debentures, but has received indications from the Company's shareholders that such a rights issue would likely not be fully subscribed. In addition, to receive guarantee commitments for such a rights issue would be costly. The board's overall assessment is thus that the issue of the convertible debentures is the most effective financing option for the repayment of the Company's outstanding debt and is thus beneficial for the Company and its shareholders.
2. The nominal amount of the convertible debentures shall be SEK 1 or multiples thereof. The loan carries a yearly interest rate of twelve (12) per cent.
3. The subscription price shall be equal to 95 percent of the nominal amount of the convertible debentures. The aggregate subscription price for all convertible debentures thereby amounts to SEK 7,600,000. The subscription price has been negotiated on an arm's length basis and is considered by the board - in light of the negotiations - to be in line with market conditions.
4. Subscription of the convertibles must take place on a separate subscription list no later than 2023-04-12 and payment must be made in cash no later than on the same day. The board shall have the right to extend the time for subscription and payment. It is noted that the board can allow set-off in accordance with the conditions specified in Chapter 15, Section 43 of the Swedish Companies Act.
5. The convertible debentures may be converted into shares during the period from the date of registration of the convertible debentures with the Swedish Companies Registration Office up to and including 12 October 2024 at a conversion price of SEK 1.20. In the event that the Company carries out a directed issue of shares at a discount that exceeds ten (10) percent compared to the average last price paid for the Company's share during the ten (10) trading days immediately preceding the decision date for the new issue, the convertible holder has the right to, during a 10- day period, convert all convertibles at a conversion price corresponding to the issue price in the directed issue, however at least at a conversion price of SEK 0.50.
6. The full terms and conditions for the convertible debentures as well as documents according to Chapter 15 Section 8 of the Swedish Companies Act are kept available at the Company's website.
7. The board's decision is conditional on the general meeting also deciding to approve the board's decision on the issue of warrants according to item 7 below.

The chairman of the board or the lawyer My Simonsson is authorized to make any minor adjustments in the board's decisions and conditions that may be required in connection with registration and execution.

The meeting's decision is valid only if it has been supported by shareholders with at least 2/3 of both the votes cast and the shares represented at the meeting.

Item 7 - Decision on approval of the board's decision on a directed issue of warrants

The board proposes that the general meeting decides to approve the board's decision dated 2023-03-09 to issue a maximum of 4 000 000 warrants of series TO3, entitling to the subscription of a maximum of 4 000 000 shares in the Company, entailing an increase of the share capital upon full utilization by a maximum of SEK 400 000. The following conditions shall also apply to the decision.

1. The right to subscribe for the warrants of series TO3 shall vest in Formue Nord Fokus A/S. The reason for the deviation from the shareholders' preferential right is that warrants of series TO3 shall be issued to Formue Nord Fokus A/S in connection with the convertible loan provided by Formue Nord Fokus A/S according to item 6 above. A decision to issue warrants under this item 7 is a prerequisite for the Company's possibility to receive the convertible loan in accordance with item 6 above, which the board deems to be the most time- and cost effective financing of the repayment of the Company's outstanding loan which, including accrued interest and other fees, amounts to a total of approximately SEK 11.2 million, as set out in item 6. The board's overall assessment is thus that the directed new issue is beneficial for the Company and its shareholders.
2. The warrants are issued free of charge.
3. Warrants must be subscribed for on a separate subscription list by not later than 2023-04-12. However, the board has the right to extend the period for subscription.
4. Each warrant of series TO3 shall entail a right to subscribe for one (1) new share in the Company at a subscription price corresponding to 1.20 SEK per share.
5. Subscription of shares in the Company with the support of warrants of series TO3 can take place during the period from and including 2024-04-15 up until and including 2024-04-26.
6. The new shares that are issued after the subscription of shares with the support of warrants of series TO3 shall carry the right to profit distribution for the first time on the dividend record date that falls closest after the subscription of shares with the support of warrants has been executed.
7. The full terms and conditions for the warrants of series TO3 as well as documents according to Chapter 14 Section 8 of the Swedish Companies Act are kept available at the Company's website.
8. The board's decision is conditional on the general meeting also deciding to approve the board's decision on the issue of convertibles according to item 6 above.

The chairman of the board or the lawyer My Simonsson is authorized to make any minor adjustments in the board's decisions and conditions that may be required in connection with registration and execution.

The meeting's decision is valid only if it has been supported by shareholders with at least 2/3 of both the votes cast and the shares represented at the meeting.

Number of shares and votes in the Company

At the time of the issuance of this notice, the total number of registered shares and votes in the Company amounts to 55,561,834. The Company does not hold any own shares.

Miscellaneous

The complete proposals under item 6-7 will be available at the Company's office and website,  www.bluelakemineral.com, at the latest two (2) weeks prior the general meeting. Copies of the documents will be sent, free of charge, on request to such shareholders who provide their address from the date they come available. Shareholders of the Company are, where the board of directors believes that it that it may take place without significant harm to the Company, at the general meeting entitled to receive information in respect of any circumstances which may affect the assessment of a matter on the agenda (i.e. the right to request information pursuant to Chapter 7, Sections 32 and 57 of the Swedish Companies Act).

Personal information

For information on how your personal information is treated see the privacy policy available on Euroclear's website, https://www.euroclear.com/dam/ESw/Legal/Privacy_notice_BOSS_20181023.pdf.

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Stockholm, March 2023

Bluelake Mineral AB (publ)

The Board of Directors