Bluelake Mineral has made final agreement regarding the sale of its subsidiary Palmex Mining Oy and subsequent investments in Mahvie Minerals AB, and raises loans of SEK 8 million

The Transactions

Bluelake Mineral will in the Sale receive a consideration of SEK 14,800,000 in the form of a promissory note, which shall be used to subscribe for new shares in Mahvie Minerals by way of set-off (the "Set-off Issue"). Furthermore, Bluelake Mineral shall invest additional SEK 4,004,000 in cash in Mahvie Minerals in a directed issue of shares (the "Cash Issue", and together with the Sale and the Set-off Issue, the "Transactions").

Through the Sale, Bluelake Mineral will transfer all outstanding shares in Palmex Mining Oy (including the Haveri-gold project) to Mahvie Minerals. The Transactions imply a valuation of all outstanding shares in Palmex Mining Oy of SEK 14,800,000, and a pre-money valuation of all outstanding shares in Mahvie of SEK 12,210,000.

The Loan

The duration of the Loan is up until April 30, 2023. The Loan has a 5% arrangement fee and a monthly interest rate of 1.4%, whereby accrued interest at the end of the month shall not be capitalized and thus not become interest-bearing in itself. The lenders have the right to, during the term of the Loan, however at the earliest the day after the record date for the Dividend (as defined below) or after December 1, 2022 (whichever comes first), subject to the Board's decision on a new issue of shares with the support of authorization from the general meeting or conditional upon the general meeting's subsequent approval of such a new share issue, demand that all or parts of the Loan be set off against newly issued shares in the Company at an amount of at least SEK 1,000,000 per issue. The subscription price for such shares shall correspond to 90% of the lowest volume-weighted average price (VWAP) for the Company's share according to NGM Nordic SME's official price list for a continuous period of five (5) trading days during the last fifteen (15) trading days immediately prior to the decision to issue new shares.

Mahvie Minerals

Mahvie Minerals is a Nordic exploration and mining development company focusing on base metals, precious metals and battery metals. Mahvie Minerals is, among other things, active in Mo i Rana, which is a well-known industrial and mining area that includes both smelters and iron ore mining. Mahvie Minerals holds about 40 exploration permits in Mo i Rana in Norway where there is a closed mine with remaining mineralization containing zinc, copper and other metals and a current potential estimated by Mahvie Minerals of over 5 Mtons with a content of 3.8% zinc equivalents. Mahvie Minerals plans to expand potential and mineral resources through exploration and begin development of mining operations. Mahvie Minerals' CEO Per Storm has extensive experience from the mining industry and has previously been CEO of Copperstone Resources.

Financing of Mahvie Minerals

Mahvie Minerals has confirmed that commitments regarding a capital raise of SEK 4,004,000 to Mahvie Minerals has been obtained from external investors (the "Mahvie External Capital Raise"), implying that Mahvie Minerals will receive cash of in aggregate SEK 8,008,000 through the Mahvie External Capital Raise and the Cash Issue. Further, one of the shareholders in Mahvie Minerals, EMX Scandinavia AB, which is a wholly owned subsidiary of the Canadian listed company EMX Royalty Corp., intends to subscribe for shares in Mahvie Minerals through setoff of a promissory note, at the same subscription price as in the Mahvie External Capital Raise, equal to an aggregate value of SEK 2,508,000.

Following completion of the Transactions, the Mahvie External Capital Raise and the setoff issue to EMX Scandinavia AB, Bluelake Mineral will own 50.1% of the shares in Mahvie Minerals, and the intention is to distribute the shares in Mahvie Minerals to the shareholders in Bluelake Mineral through a so-called Lex Asea dividend (the "Dividend"), in connection with which the shares in Mahvie Minerals are also intended to be listed on a multilateral trading facility.

The Company's CEO, Peter Hjorth, owns indirectly 30% of the shares in Mahvie Minerals prior to completion of the Transactions and 10% following completion of the Transactions and the Mahvie External Capital Raise. The Transactions do not constitute relatedparty transactions in accordance with the Swedish Companies Act or in accordance with good practice on the Swedish stock market (AMN 2019:25).

The Dividend

The Dividend is expected to be carried out in the fourth quarter of 2022. Prior to execution of the Dividend, a share split in Mahvie Minerals will be carried out in order to enable the distribution of one share in Mahvie Minerals per share held in Bluelake Mineral (1:1). Following completion of the Dividend, a reverse share split will be carried out in Mahvie Minerals in order to achieve a more appropriate total number of shares in Mahvie Minerals in connection with the listing.

The Company's assessment is that the Dividend will be subject to the Lex Asea tax regime, implying that the dividend shall not be directly taxed in Sweden. Instead, the original acquisition cost for shares held in Bluelake Mineral shall be split between the shares held in Bluelake Mineral and the shares received in Mahvie Minerals. Following completion of the Dividend, the Company will request guidance from the Swedish Tax Agency regarding the split of acquisition cost between shares in Bluelake Mineral and Mahvie Minerals.

A notice to convene an extraordinary general meeting in Bluelake to resolve upon the Dividend will be published separately following completion of the Transactions.

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Stockholm, July 2022
Bluelake Mineral AB (publ)
The Board of Directors 

Publication of information

This information is inside information which Bluelake Mineral AB (public) is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted, for publication on July 15, 2022, at 08:40 CEST, by the contact person below.