The Board of Directors of Arctic Minerals AB (publ) ("Arctic Minerals" or the "Company") has today, pursuant to the authorisation granted by the Annual General Meeting held on 10 June 2025, resolved on a directed set-off issue of shares to six of the Company's creditors of a maximum of 381,033 shares, which will reduce the Company's debt by a maximum of SEK 2,229,043.05 (the "Set-off Issue"). The subscription price in the Set-off Issue amounts to SEK 5.85 per share, corresponding to the closing price of the Company's share on Nasdaq First North Growth Market on 17 October 2025. The debts being set-off in the Set-off Issue consists of liabilities arising from fees owed to consultants and advisors including Small Cap Invest and KingHill. All shares in the Set-off Issue have been subscribed and allotted.
THIS PRESS RELEASE IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, BELARUS, CANADA, HONG KONG, ISRAEL, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES.
Executive Director, Peter George, commented:
"Arctic Minerals has had an extremely productive past 12 months since the acquisition of Rare Earth Energy Metals. The Company has successfully restructured its Board and Management team, established a high calibre Nordic Advisory Committee, made significant progress at the flagship Hennes Bay, as well as advancing other projects within our portfolio. These achievements are in no small part also a credit to the efforts of the Company's key advisors and consultants.
These key advisors and consultants are very positive about the Company prospects and have offered to off-set their fees against shares in Arctic Minerals (instead of being paid in cash), as an indication of their belief in the Company's future and also to help minimise cashflow impacts.
Following the successful capital raise in June 2025 and the recent 99% exercise of the outstanding Warrants of series TO5, Arctic Minerals has strong cash reserves and is well capitalised to undertake the current planned work programs which are aimed at building on the "Starter" resource at Hennes Bay, as well as advancing our well balanced portfolio of Nordic based projects to deliver new discoveries and increased market value."
The Board of Directors has today, pursuant to the authorisation granted by the Annual General Meeting Held on 10 June 2025, resolved on the Set-Off Issue to Company's creditors through which the Company sets off a total of up to SEK 2,229,043.05 in debt through the issuance of up to 381,033 new shares. All shares in the Set-off Issue have been subscribed and allotted.
The subscription price in the Set-off Issue is set to SEK 5.85 per share and has been determined through arm's length negotiations with the creditors and by analyzing a number of market factors such as the Company's financing needs, alternative cost of other financing and assessed market interest for an investment in the Company. The subscription price corresponds to the closing price of the Company's share on Nasdaq First North Growth Market on 17 October 2025. It is the Board of Directors' assessment, based on the above factors, that the subscription price in the Set-off Issue reflects current market conditions and current demand. Against this background, the Board of Directors considers the subscription price to be on market terms.
The reason for the deviation from the shareholders' preferential rights is that the Board of Directors believes that it is in favour of the Company's continued development to reduce the Company's indebtedness through a set-off issue of shares. The Board of Directors also considers that it is in favor of the Company's financial position and in the interest of the shareholders to pay the debts in the form of newly issued shares instead of cash payment as it releases funds that strengthen the Company's working capital.
Through the Set-off Issue, the number of shares and votes in the Company will increase by a maximum of 381,033. The share capital will increase by a maximum of SEK 15,241.320267. The Set-off Issue entails a dilution effect of a maximum of approximately 0.8 per cent, based on the number of shares and votes in the Company following the Set-off Issue.
Certified Advisor
UB Corporate Finance Oy, of Helsinki, Finland, (www.unitedbankers.fi) is the Company's Certified Advisor on Nasdaq First North Growth Market, Stockholm.
Other
The Company's shares are listed on Nasdaq First North Growth Market, Stockholm under the trade designation "ARCT".
For further information
see the Company's website at www.arcticminerals.se or contact:
Risto Pietilä, CEO
(+35) 840 029 3217
risto.pietila@arcticminerals.se
Peter George, Executive Director
peter.george@arcticminerals.se
About Arctic Minerals
Arctic Minerals is a mineral exploration and development company exploring for copper, gold and critical minerals in the Nordics (Sweden, Norway and Finland). Stay up to date with the latest developments for Arctic Minerals via the Company's social media at X, Facebook, LinkedIn, Instagram and YouTube.
This information is such that Arctic Minerals AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08.30 CEST on 20 October 2025.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved or reviewed by any regulatory authority in any jurisdiction. Arctic Minerals has not authorised any offer to the public of securities or rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Set-off Issue. In any EEA Member State, this communication is only addressed to and is only directed to "qualified investors" in that Member State within the meaning of the Prospectus Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Belarus, Canada, Hong Kong, Israel, Japan, New Zeeland, Russia, Singapore, South Africa, South Korea, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the securities. Any investment decision in connection with the issues must be made on the basis of all publicly available information relating to the Company and the Company's shares.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the issue. Each investor or potential investor should conduct a selfexamination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Artic Minerals have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the "UK Target Market Assessment" and, together with the EU Target Market Assessment, the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Artic Minerals may decline and investors could lose all or part of their investment; the shares in Artic Minerals offer no guaranteed income and no capital protection; and an investment in the shares in Artic Minerals is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Arctic Minerals.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Arctic Minerals and determining appropriate distribution channels.
