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BETOLAR PLC
Inside information
23 June 2026 at 2:10 p.m. EEST
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Inside information: Betolar Plc issues 3 MEUR convertible capital notes and is negotiating 3 MEUR term loan; intends to execute tap issuance of 3 MEUR of additional notes
Betolar Plc (“Betolar” or the “Company”) announces that the Board of Directors of the Company has today, 23 June 2026, resolved on an offering (the “Offering”) of unrated, unsecured and perpetual capital notes convertible into shares in the Company, with a total initial nominal amount of EUR 3 million (the “Notes”). Additionally, Betolar is negotiating an agreement regarding a EUR 3 million term loan with maturity in November 2028 with Danske Bank A/S, Finland Branch (the “Term Loan”).
Through the Offering and the contemplated Term Loan, Betolar would secure requisite financing for the implementation of the long-term supply agreement with Otanmäki Mine Oy, announced earlier today on 23 June 2026, which entails an exclusive right for Betolar to tailings from the mining operations in Otanmäki. The Otanmäki mining area contains approximately 10 million tonnes of titanium-rich tailings, which provide a significant source of raw material for the application and development of Betolar’s metal extraction technology. Due to the initial costs associated with the supply agreement with Otanmäki Mine Oy and commitments to purchase tailings, the costs of development of the Company’s metal extraction technology, and the newly introduced solutions to protect critical infrastructure, the Board of Directors has approved this financing arrangement to strengthen the Company’s balance sheet, improve its capital structure and secure sufficient working capital.
The Offering
The Notes will initially carry an interest rate of 10.00 per cent per annum. From and including the interest rate reset date on 30.6.2031 until (but excluding) the date on which the Notes are redeemed, the interest rate will be 15.00 per cent per annum. Interest accrued on the Notes will be capitalised to the principal amount, unless the Company elects to pay accrued interest in cash (in whole or in part).
In order to ensure the successful completion of the Offering, certain current major shareholders of the Company participated based on their status as long-only professional investors. Ajanta Innovaatiot 2 Ky and the Company’s long-term shareholders Ilmarinen Mutual Pension Insurance Company, and Nidoco AB participated in the Offering, and each participant was allocated, pursuant to subscription, Notes having an aggregate initial nominal amount of EUR 1 million.
The noteholders will have a right but not an obligation to convert the nominal amount of each Note into new shares in the Company. The initial conversion price of the Notes has been set at EUR 2.10 per share, determined through negotiations with prospective investors, and represents a conversion premium of approximately 79.66 per cent to the arithmetic average of the volume weighted average price of Betolar’s shares, which are listed on Nasdaq First North Growth Market Finland, on each of the 10 dealing days prior to the date of this announcement, representing EUR 1.17. The conversion price will be subject to certain adjustments in the event of specified corporate events, as well as customary anti-dilution adjustments pursuant to the terms and conditions of the Notes (the “Terms”). The conversion right is based on the authorisation to the Board of Directors granted by the Annual General Meeting of the Company, held on 18 March 2026, to issue special rights entitling to shares. Should all Notes be converted into shares in the Company at the initial conversion price, the 1,428,571 shares to be issued would represent approximately 6.2 per cent of all shares in the Company immediately following conversion of all the Notes, calculated based on the number of shares in the Company at the date of this announcement.
Interest capitalised to the nominal amount of the Notes will not initially be convertible into shares in the Company. Subject to an authorisation by the Extraordinary General Meeting of the Company (the “EGM”) to issue additional special rights entitling to shares, the intention is to amend the Terms to enable conversion of capitalised interest. The Board of Directors will decide separately on convening an EGM, to be held tentatively in August 2026.
The Notes (including any capitalised interest) do not have any specified maturity date and may be called for repayment, repaid or redeemed in accordance with the Terms. The Notes will be issued at 100.00 per cent of the initial nominal amount and, unless previously converted, redeemed or purchased and cancelled, may be redeemed at the option of the Company at their nominal amount, together with any accrued interest, on the interest rate reset date on 30 June 2031 or on any annually occurring interest payment date thereafter. Prior to the interest reset date on 30 June 2031, the Notes may also be redeemed by the Company upon the occurrence of certain events, including but not limited to (i) at 101 per cent of the nominal amount upon the occurrence of certain corporate restructuring events or accounting events defined in the Terms, and (ii) at 103 per cent of the nominal amount upon the occurrence of a replacing capital event defined in the Terms, in each case together with any accrued interest.
Issuance of the Notes is expected to occur on or about 30 June 2026. No application has been made to list the Notes or admit them to trading on any market. Each Note is freely transferable after it has been registered into a book-entry account. Each Note may be transferred only together with any accrued interest.
The Notes are subordinated to certain other debt obligations and are intended to be treated as equity on Betolar’s consolidated financial statements prepared in accordance with IFRS.
Having regard to the Company’s financing needs, in connection with the long-term supply agreement with Otanmäki Mine Oy, to strengthen the Company’s balance sheet, and to support realisation of the Company’s strategic objectives, the Board of Directors has carefully considered a range of financing alternatives, including various debt and equity arrangements. The equity financing alternatives considered were estimated to require a significant discount to the current trading levels, that would result in materially higher dilution of the Company’s existing shareholders than in the Offering. Based on feedback from lending banks, the availability of other debt financing on commercially viable terms, including the Term Loan, was not considered viable without a simultaneous raise of a hybrid loan with equity features. The Board of Directors has concluded that the Offering, directed to a limited number of long-only institutional investors, represents the most favourable option, while minimising the dilutionary effects on existing shareholders of the Company. The Otanmäki agreement represents a substantial value creation opportunity in line with the Company’s strategic objective to develop and productise alternative sidestreams, especially metal extraction from unutilised slags and mine tailings. Therefore, the Board of Directors has concluded that raising the required financing via the Offering is in the best interest of the Company and all its shareholders, and that the Company has weighty financial reasons to deviate from the shareholders’ pre-emptive right in offering special rights entitling to shares.
Term Loan
Betolar is negotiating a Term Loan agreement with Danske Bank A/S, Finland Branch in the amount of EUR 3 million for general corporate purposes, with maturity in November 2028. The Term Loan is expected to be secured and to bear interest linked to the 6-month Euribor. The European Investment Fund (EIF) and Virala Oy Ab would provide guarantees on market terms for the Term Loan.
Tap Issuance of Subsequent Notes
Following completion of the Offering, Betolar intends to issue additional Notes (the “Subsequent Notes”) in the aggregate nominal amount of EUR 3,000,000 to Scalewolf Management, UAB as a tap issuance under the Terms (the “Tap Issuance”). Pursuant to the Letter of Intent with Scalewolf announced earlier today, the Company will propose that the EGM of the Company approves an authorisation for the Board of Directors to issue additional special rights for the Tap Issuance. Scalewolf has committed to subscribe for Subsequent Notes in the Tap Issuance in the aggregate nominal amount of EUR 3 million. The Tap Issuance is offered to Scalewolf as a first step of entering into a new strategic partnership. Scalewolf is a strategic investment and operational firm focused on scaling technological innovations and deploying capital and expertise into technologies with both commercial and government demand.
The proceeds of the Tap Issuance would be used for tailings purchase commitments in relation to the agreement with Otanmäki Mine Oy, to further strengthen the Company’s balance sheet and secure sufficient working capital. The contemplated Tap Issuance is subject to authorisation by the EGM to issue additional special rights and a subsequent resolution by the Board of Directors to decide on the issue of such special rights based on such authorisation, if granted.
The Company’s largest shareholders, Nidoco AB, Juha Leppänen, Ajanta Innovations Oy, Ilmarinen Mutual Pension Insurance Company, and Voima Ventures Fund Ii Ky, have given irrevocable undertakings to vote in favour of the Board’s proposal at the EGM.
The Board of Directors has approved the terms and conditions of the Notes. Anders Dahlblom, Chairman of the Board of Directors, has not participated in decision-making of the Company’s Board of Directors concerning the Offering, due to his connections to and interests in Virala Oy Ab, which is the sole shareholder of Nidoco AB.
Hannes Snellman Attorneys Ltd acts as legal counsel to the Company in the Offering. Danske Bank A/S, Finland Branch acts as the Calculation Agent for the Notes.
Betolar Plc
Board of Directors
For further information, please contact:
Anders Dahlblom, Chair of the Board of Directors, Betolar Plc, tel +358 40 081 5427
Certified Advisor:
Aktia Alexander Corporate Finance Oy, tel. +358 50 520 4098
About Betolar
Betolar is a circular economy and materials technology company. Betolar was founded in 2016 and is domiciled in Kannonkoski, Finland. Betolar is listed on the Nasdaq First North Growth Market (ticker: BETOLAR), and its shares are also traded in the United States on the OTCQX International marketplace (ticker: BTLRF). For more information www.betolar.com.
Forward-Looking Statements
This release contains forward-looking statements, including, without limitation, statements regarding Betolar Plc’s strategy, business plans and focus. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this release, including, without limitation, any related to Betolar Plc’s business, operations, supply chain, strategy, goals and anticipated timelines and competition from other companies. Betolar Plc cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Betolar Plc disclaims any obligation, except as required under applicable law, to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this release represent Betolar Plc’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.
Important notice
The information contained herein shall not constitute an offer to sell or the solicitation of any offer to buy or subscribe for, nor shall there be any sale of the securities referred to herein in any jurisdiction.
The information contained herein may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Canada, Hong Kong, South Africa, Singapore, New Zealand or Japan or in any other jurisdiction in which such announcement, publication or distribution 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 Finnish law. This announcement does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of the securities in the United States.
In any EEA Member State, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
Danske Bank A/S, Finland Branch acts only for and on behalf of the Company in connection with the Offering. Danske Bank A/S, Finland Branch does not hold any other party as their client or cannot be held accountable to advise or indemnify other parties than the Company with regards to the Offering, or other matters referred to herein.