Akobo Minerals

Share Issue/Capital Change • Feb 27, 2024

Akobo Minerals AB: Agreement on debt restructuring, Private Placement successfully completed, announcement of rights issue and proposed conversion of unsecured debt

Akobo Minerals AB: Agreement on debt restructuring, Private Placement successfully completed, announcement of rights issue and proposed conversion of unsecured debt

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY

OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN

Oslo, 27 February 2024: Akobo Minerals AB ("Akobo" or the "Company"), a

Scandinavian-based gold exploration and mining company with operations in

Ethiopia, has today finalized an agreement regarding completion of debt

restructuring (the "Debt Restructuring"). Additionally, the Company has

successfully completed a private placement (the "Private Placement") of new

shares (the "Offer Shares") raising approximately NOK 34 million in gross

proceeds. Furthermore, the Company's board of directors has today resolved to

proceed with a subsequent rights issue of new shares to raise gross proceeds of

up to approximately EUR 2.5 million (the "Subsequent Rights Issue") and intends

to propose a set-off issue of up to NOK 85,587,398 in relation to the conversion

of two convertible loans and a bridge loan (the "Set-Off Issue"). The Debt

Restructuring, the Private Placement, the Subsequent Rights Issue and the Set

-Off Issue are jointly referred to as the "Transaction".

For a general company update and more information about the Transaction, please

refer to the company presentation attached hereto, which is also published on

Akobo's website (https://akobominerals.com/investors).

Jørgen Evjen, CEO of Akobo Minerals, says:

"I am pleased to announce that Akobo Minerals has successfully reached an

agreement on debt restructuring with Monetary Metals, providing our company with

enhanced flexibility and a longer maturity period. Additionally, we have

concluded a successful Private Placement with our existing shareholders. I

extend my sincere appreciation to all participants for their support, and I am

genuinely grateful for their contribution towards moving Akobo Minerals into the

next phase of gold production and continued exploration."

Debt Restructuring

Akobo is pleased to announce that it has finalized negotiations and amendments

to the secured debt in the Company with its lender Monetary Metals Bond II LLC

("Monetary Metals"). The restructuring provides the Company with improved short-

and medium-term liquidity and increases the overall robustness during the

development stage/ramp-up phase of the Segele Mine. The amendments include but

are not limited to: (i) a waiver of cash interest payments with accrual of PIK

interest, (ii) increase in liquidity buffer by around USD 1.5 million before

full production ramp-up and (iii) extension of the maturity date by one full

year to December 2025. Completion of the Debt Restructuring is subject to (i)

Akobo raising a minimum of NOK 40 million in gross cash proceeds, which through

the previously announced NOK 6 million bridge loan and completion of the Private

Placement will be fulfilled, and (ii) that warrants issued to Monetary Metals

equating to 2% of Akobo's equity will be reset with a strike price equal to the

Offer Price in the Private Placement being NOK 1.00. Please refer to the

attached company presentation for additional details.

Private Placement

Akobo is pleased to announce that it has completed a private placement of a

total of 34,003,550 Offer Shares, corresponding to approximately 64 % of the

outstanding shares in the Company, at an offer price of NOK 1.00 per Offer Share

(the "Offer Price"), raising gross proceeds of approximately NOK 34 million. The

Private Placement was resolved by the board of directors of the Company (the

"Board") pursuant to an authorization to issue new shares granted by the

extraordinary general meeting of the Company on 2 February 2024. Notification of

allotment of the Offer Shares, including settlement instructions, will be sent

to the applicants through a notification from the Manager on or about 28

February 2024.

The net proceeds from the Private Placement will be used to finance the

construction phase of the Segele plant and subsequent production ramp up phase,

to reach steady production and positive cash flow, as well as for general

corporate purposes.

Following completion of the Private Placement, the Company's share capital will

be SEK 3,238,628.30243317 divided into 87,153,773 shares, each with a par value

of SEK 0.0371599322777818.

Settlement of the Offer Shares is expected to take place on or about 11 March

2024 on a delivery versus payment basis by delivery of new shares in the

Company, expected to be facilitated by a quota value share issue agreement

between the Company and the Manager (the "Quota Value Share Issue Agreement").

The Offer Shares allocated to applicants will not be tradable until the share

capital increase pertaining to the Private Placement has been registered with

the Swedish Companies Registration Office which subject to case handling time is

expected on or about 11 March 2024.

The Private Placement represents a deviation from the existing shareholders' pre

-emptive right to subscribe for the offer shares. The Board has carefully

considered the Private Placement in light of the equal treatment obligations

under the Swedish Companies Act, and the prohibition against giving anyone an

unreasonable advantage at the Company's or the shareholders' expense set out in

the Norwegian Securities Trading Act, Euronext Growth Oslo, Rule Book Part II

section 3.1(2), and the Oslo Stock Exchange's Guidelines on the rules of equal

treatment, and deems that the proposed Private Placement is in compliance with

these obligations. The Board is of the view that it will be in the best interest

of the Company and its shareholders to deviate from the shareholders' pre

-emptive right as resolved through the Private Placement. The reason for the

deviation from the shareholders' pre-emption rights is that the Company is in

immediate need of capital. In addition, the Debt Refinancing was conditional

upon the Company raising at least NOK 40 million in new equity, and the Private

Placement enabled the Company to carry out an equity raise in an efficient

manner and in close coordination with the Debt Restructuring. By structuring the

equity raise as a direct share issue, the Company was able to raise the equity

capital, which the Debt Restructuring was conditioned upon, in an efficient

manner and with lower completion risk compared, inter alia, to a rights issue.

The Company's Board has investigated the conditions and carefully considered the

possibility of only carrying out a rights issue in order to raise the required

capital but has come to the conclusion that, for the aforementioned reasons, it

was necessary to first carry out the Private Placement before the Subsequent

Rights Issue could be pursued. The Subsequent Rights Issue may also partly

mitigate the dilutive effects of the Private Placement on the Company's existing

shareholders who did not participate in the Private Placement as the investors

in the Private Placement will not receive rights in the Subsequent Rights Issue

based on their subscription in the Private Placement.

Subsequent Rights Issue

The Board has today resolved to proceed with and announce the Subsequent Rights

Issue of up to 28,346,785 new shares in the Company. In aggregate, 53,150,223

subscription rights will be issued (the "Subscription Rights"). The Subsequent

Rights Issue will, subject to applicable securities laws, be directed towards

existing shareholders in the Company as of the end of trading on 5 March 2024

(as registered in the Norwegian Central Securities Depository (the "VPS") two

trading days thereafter, on 7 March 2024) (the "Record Date") and who are not

resident in a jurisdiction where such offering would be unlawful or, for

jurisdictions other than Norway, would require any prospectus, filing,

registration or similar actions (the "Eligible Shareholders"). Eligible

Shareholders will receive one (1) tradable subscription right for each share

held in the Company as of the Record Date. Fifteen (15) Subscription Rights give

the right to subscribe for eight (8) new shares. Subscription without

Subscription Rights will be permitted in the Subsequent Rights Issue, however

there is no guarantee that new shares will be allocated for such subscriptions.

The subscription price per new share in the Subsequent Rights Issue will be the

same as in the Private Placement (i.e. NOK 1.00 per share), which means that

Akobo Minerals will receive gross proceeds of approximately EUR 2.5 million

before deduction of transaction costs, provided that the Subsequent Rights Issue

is fully subscribed.

Provided that the Subsequent Rights Issue is fully subscribed, the number of

shares in Akobo Minerals will, through the Subsequent Rights Issue, increase by

28,346,785 from 87,153,773 to 115,500,558 and the share capital will increase by

a maximum of approximately SEK 1,053,364.61089284, from SEK 3,238,628.30243317

to approximately SEK 4,291,992.91332601.

Indicative timetable of the Subsequent Rights Issue will be presented in a

separate stock exchange announcement and the complete terms and conditions of

the Subsequent Rights Issue will be presented in a national prospectus (Nw:

"Nasjonalt Prospekt") that is expected to be published on the Company's website

on or about 13 March 2024.

Proposed conversion of debt by conversion of two convertible loans and a bridge

loan

Further, the Board has resolved convene an extraordinary general meeting on 2

April 2024 (the "EGM") to decide upon the Set-Off Issue to lenders of the bridge

loan as announced in the Company's stock exchange announcement made on 8

February 2024 and the holders of the two convertible loans announced by the

Company on 20 March 2023 and 6 September 2023.

Lenders representing 83 % of the bridge loan have, as of today, committed to

convert the outstanding amount thereunder (including accrued interests and

interests which will accrue until maturity), and lenders representing 92 % of

the total outstanding amount under the convertible loans have, as of today,

committed to the same. The remaining lenders under the convertible loans and the

bridge loan will be offered the opportunity to convert their respective portions

of the convertible loans and the bridge loan.

Conversion of the bridge loan and the convertible loans into new shares in the

Company will be the same price per share as in the Private Placement (i.e. NOK

1.00 per share).

Any conversion of the bridge loan and/or the convertible loans is subject to

approval by the EGM of the Set-Off Issue.

Notice convening the EGM will be published separately today. Further information

will be announced in a separate stock exchange announcement.

Advisors

SpareBank 1 Markets AS has acted as financial advisor to the Company and

Advokatfirmaet Schjødt AS has acted as legal advisor to the Company in

connection with the Transaction.

For more information, please contact:

Jørgen Evjen, CEO, Akobo Minerals

Mob: (+47) 92 80 40 14

Mail: jorgen@akobominerals.com

LinkedIn: www.linkedin.com/company/akobominerals

Web: www.akobominerals.com

This information is considered to include inside information pursuant to the EU

Market Abuse Regulation (MAR) and is subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading Act. This

announcement was published by Jørgen Evjen on 27 February 2024 at 17.30 CET.

About Akobo Minerals

Akobo Minerals is a Scandinavian-based gold exploration and boutique mining

company, currently holding an exploration license covering 182 km2 and a mining

license covering 16 km2 in the Gambela region and Dima Woreda, Ethiopia. The

company has established itself as the leading gold exploration company in

Ethiopia through more than 13 years of on-the-ground activity, which has now

been enhanced further with the development of its Segele mine.

Akobo Minerals' Segele mine has an Inferred and Indicated Mineral Resource of

68,000 ounces, yielding a world-class gold grade of 22.7 g/ton. Still open to

depth, the gold mineralised zone continues to expand and will have a positive

impact on future resource estimates and the life expectancy of the mine. The

exploration license holds numerous promising exploration resource-building

prospects in both the vicinity of Segele and in the wider license area.

Akobo Minerals has an excellent relationship with local communities all the way

up to national authorities and the company places environment and social

governance (ESG) at the heart of its activities - as demonstrated by a planned,

industry-leading, extended shared value program.

Akobo Minerals has built a strong local foothold based on the principles of

sound ethics, transparency and communication, and is ready to take on new

opportunities and ventures as they arise. The company is uniquely positioned to

become a major player in the future development of the very promising Ethiopian

mining industry. The company is headquartered in Oslo and is publicly listed on

the Euronext Growth Oslo Exchange and the Frankfurt Stock Exchange under the

ticker symbol AKOBO. For US investors, Akobo Minerals AB (OTCQX: AKOBF) is

traded on the OTCQX Best Market, adhering to high financial standards, best

practice corporate governance, and compliance with U.S. securities laws.

Additionally, the company has a professional third-party sponsor introduction,

and investors can access current financial disclosures and Real-Time Level 2

quotes for the company on

www.otcmarkets.com (https://eur03.safelinks.protection.outlook.com/?url=http%3A%2

F%2Fwww.otcmarkets.com%2F&data=05%7C02%7Cmartine.vik%40schjodt.com%7C4d5e091c202b

4253d9ec08dc3783d921%7C4651385ecc6244a7bde5dbda3fc721be%7C0%7C0%7C638446286622537

092%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiL

CJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=usf8PyEpjE6IyHg5KA1jol5VwiR%2Fw%2FXI9c1Z5JZ4AiM%

3D&reserved=0).

Akobo Minerals places great emphasis on meeting and exceeding industry

standards, fully complying with all aspects of the JORC code, 2012. For detailed

information on their adherence to this code, please refer to

https://www.jorc.org/. Akobo Minerals' unwavering commitment to ethical

practices, community engagement, and environmental responsibility positions them

as a formidable force in the evolving landscape of the Ethiopian mining sector.

Important information

This press release and the information herein is not for publication, release or

distribution, in whole or in part, directly or indirectly, in or into Australia,

Canada, Japan, Hong Kong or the United States or any other state or jurisdiction

in which publication, release or distribution would be unlawful or where such

action would require additional prospectuses, filings or other measures in

addition to those required under Swedish or Norwegian law.

The press release is for informational purposes only and does not constitute an

offer to sell or issue, or the solicitation of an offer to buy or acquire, or

subscribe for, any of the securities mentioned herein (collectively, the

"Securities") or any other financial instruments in Akobo Minerals AB. Offers

will not be made to, and application forms will not be approved from,

subscribers (including shareholders), or persons acting on behalf of

subscribers, in any jurisdiction where applications for such subscription would

contravene applicable laws or regulations, or would require additional

prospectuses, filings, or other measures in addition to those required under

Swedish or Norwegian law. Measures in violation of the restrictions may

constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will

not be registered under any applicable securities law in Australia, Canada,

Japan, Hong Kong or the United States and may, with certain exceptions, not be

offered or sold within, or on behalf of a person or for the benefit of a person

who is registered in, these countries. The company has not made an offer to the

public to subscribe for or acquire the Securities mentioned in this press

release other than in Sweden and Norway.

None of the Securities have been or will be registered under the United States

Securities Act of 1933, as amended (the "Securities Act"), or the securities

laws of any state or other jurisdiction in the United States, and may not be

offered, pledged, sold, delivered or otherwise transferred, directly or

indirectly. There will not be any public offering of any of the Securities in

the United States.

In the EEA Member States, with the exception of Sweden (each such EEA Member

State, a "Relevant State"), this press release and the information contained

herein are intended only for and directed to qualified investors as defined in

the Prospectus Regulation. The Securities mentioned in this press release are

not intended to be offered to the public in any Relevant State and are only

available to qualified investors except in accordance with exceptions in the

Prospectus Regulation. Persons in any Relevant State who are not qualified

investors should not take any actions based on this press release, nor rely on

it.

In the United Kingdom, this press release is directed only at, and communicated

only to, persons who are qualified investors within the meaning of article 2(e)

of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the

definition of "investment professional" in article 19(5) of the Financial

Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the

"Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order,

or (iii) persons who are existing members or creditors of Akobo Minerals AB or

other persons falling within Article 43 of the Order, or (iv) persons to whom it

may otherwise be lawfully communicated (all such persons referred to in (i),

(ii), (iii) and (iv) above together being referred to as "Relevant Persons").

This press release must not be acted on or relied on by persons in the UK who

are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price

and value of securities and any income from them can go down as well as up and

you could lose your entire investment. Past performance is not a guide to future

performance. Information in this announcement cannot be relied upon as a guide

to future performance.

Forward-looking statements

This press release contains forward-looking statements that reflect the

Company's intentions, assessments, or current expectations about and targets for

the Company's future results of operations, financial condition, development,

liquidity, performance, prospects, anticipated growth, strategies and

opportunities and the markets in which the Company operates. Forward-looking

statements are statements that are not historical facts and may be identified by

the fact that they contain words such as "believe", "expect", "anticipate",

"intend", "may", "plan", "estimate", "will", "should", "could", "aim" or

"might", or, in each case, their negative, or similar expressions. The forward

-looking statements in this press release are based upon various assumptions,

many of which are based, in turn, upon further assumptions. Although the Company

believes that the expectations reflected in these forward-looking statements are

reasonable, it can give no assurances that they will materialize or prove to be

correct. Because these statements are based on assumptions or estimates and are

subject to risks and uncertainties, the actual results or outcome could differ

materially from those set out in the forward-looking statements as a result of

many factors. Such risks, uncertainties, contingencies and other important

factors could cause actual events to differ materially from the expectations

expressed or implied in this release by such forward-looking statements. The

Company does not guarantee that the assumptions underlying the forward-looking

statements in this press release are free from errors nor does it accept any

responsibility for the future accuracy of the opinions expressed in this press

release or any obligation to update or revise the statements in this press

release to reflect subsequent events. Readers of this press release should not

place undue reliance on the forward-looking statements in this press release.

The information, opinions and forward-looking statements contained in this press

release speak only as at its date and are subject to change without notice.

Neither the Company nor anyone else does undertake any obligation to review,

update, confirm or to release publicly any revisions to any forward-looking

statements to reflect events that occur or circumstances that arise in relation

to the content 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 Akobo

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

"Target Market Assessment"). Notwithstanding the Target Market Assessment,

Distributors should note that: the price of the shares in Akobo Minerals may

decline and investors could lose all or part of their investment; the shares in

Akobo Minerals offer no guaranteed income and no capital protection; and an

investment in the shares in Akobo 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 Directed Share

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 (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

Akobo Minerals.

Each distributor is responsible for undertaking its own target market assessment

in respect of the shares in Akobo Minerals and determining appropriate

distribution channels.