Press release from Companies
Published: 2025-10-20 08:45:00
The shareholders of Nidhogg Resources Holding AB (publ), org.nr 556566-4298 (the "Company"), are hereby invited to attend the Extraordinary General Meeting to be held on 5 November 2025 at 09.00 a.m. at the Company's office at Slottsgatan 14, 553 22 in Jönköping.
Right to participate and notification
Shareholders who wish to attend a general meeting must:
- be entered in the share register maintained by Euroclear Sweden AB on 28 October 2025, and
- notify the Company of their intention to attend no later than 31 October 2025. Notification must be made by e-mail to niclas@nidhoggresources.com (marked: notification Extraordinary General Meeting Nidhogg). The notification must state name, personal identity number or corporate identity number, address, telephone number, number of shares and any assistants or proxies (maximum two). The notification should also be accompanied by complete authorization documents such as a certificate of registration or equivalent, for example in the case of legal persons.
Nominee-registered shares
A person whose shares are registered in the name of a nominee must, in order to be entitled to participate in the Annual General Meeting, have the shares registered in their own name through the nominee, so that they are registered in the share register maintained by Euroclear Sweden AB as of the record date of 28 October 2025. Such registration may be temporary (so-called voting rights registration). Shareholders who wish to register the shares in their own name must, in accordance with the respective nominee's procedures, request that the nominee makes such voting rights registration. Voting rights registration that has been requested by shareholders in such time that the registration has been made by the relevant nominee no later than 30 October 2025 will be taken into account in the preparation of the share register.
Agents etc.
If a shareholder is to be represented by a proxy, the proxy must bring a written, dated and signed power of attorney to the meeting. The power of attorney may not be older than one (1) year, unless a longer period of validity (but not more than five (5) years) has been specified in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also bring the current certificate of registration or equivalent authorization document for the legal entity. To facilitate entry, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. Proxy forms are available on the Company's website www.nidhoggresources.se and will be sent by mail to shareholders who contact the Company and state their address.
Number of shares and votes in the Company
At the time of issuance of this notice, the total number of registered shares and votes in the Company amounts to 8,961,324. The company does not hold any own shares.
Draft agenda
Item 6 – Election of new auditor
The Board of Directors proposes to the Annual General Meeting to elect Johan Kaijser as the Company's auditor until the next Annual General Meeting.
Item 7 – The Board of Directors' proposal for a resolution on authorization
The Board of Directors proposes that the Annual General Meeting resolves to authorize the Board of Directors to, during the period until the next Annual General Meeting, resolve on the issue of a maximum number of shares, convertibles and/or warrants entitling to subscribe for, or entail the issuance of, a maximum number of shares that fit within the limits of the Articles of Association, with or without deviation from the shareholders' preferential rights. The authorization may be exercised on one or more occasions and the Board of Directors shall have the right to decide on the detailed terms and conditions of the issue on each individual occasion. In addition to cash payment, payment may also be made in kind or by set-off, or otherwise with conditions.
In order for the Company's current shareholders not to be disadvantaged in relation to the external investor(s) who may subscribe for shares in the Company, the Board of Directors finds it appropriate that an issue with deviation from the shareholders' preferential rights shall be made at the Board's market-assessed subscription price, subject to a market-based issue discount where applicable.
A valid resolution requires that it has been supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Annual General Meeting.
Item 8 – Implementation of incentive programs
The Board of Directors has submitted the following proposal for resolution on an incentive program as set out below.
Information about the incentive program
The Board of Directors wishes to create conditions for motivating and retaining competent Board members and to increase the coherence between the Board, shareholders and the company's objectives. It is important that the Company is able to motivate and maintain competence in the Company's senior positions where the skills and experience of individuals cannot be effortlessly replaced.
The Board of Directors proposes the implementation of an incentive program for the Board members Steven Din and Per Skaug (the "Incentive Program"). The incentive program consists of three series of warrants, TO 2026, TO 2027 and TO 2028 (the "Warrants").
The vesting period in the Incentive Plan differs in part from the Swedish Stock Market Self-Regulation Committee's main rule of three years. The set-up promotes both short-term goal fulfillment and long-term loyalty, which is especially important in a company in a growth and transition phase. The first award after one year serves as an initial performance incentive and as a way to retain key employees during a critical period, while the subsequent awards over a total of three years ensure continuity and focus on the Company's strategic goals. The company operates in a competitive industry where dependence on key employees is strong, and there is a special need to have a continuous incentive for the key employees to strive against. The Board of Directors assesses that a time horizon of only three years is not appropriate for the Company's industry.
Number of issued warrants
Through a directed issue, the company shall issue a maximum of 224,034 warrants of series TO 2026 entitling to subscription of each one (1) new share. In the event that all warrants of series TO 2026 are exercised, the share capital may increase by a maximum of SEK 224,034.
Through a directed issue, the company shall issue a maximum of 224,034 warrants of series TO 2027 entitling to subscription of each one (1) new share. In the event that all warrants of series TO 2027 are exercised, the share capital may increase by a maximum of SEK 224,034.
Through a directed issue, the company shall issue a maximum of 224,034 warrants of series TO 2028 entitling to subscription of each one (1) new share. In the event that all warrants of series TO 2028 are exercised, the share capital may increase by a maximum of SEK 224,034.
Subscription rights
The right to subscribe for new warrants shall, with deviation from the shareholders' preferential rights, be granted to the Board members Steven Din and Per Skaug, and with the distribution set out below.
|
Subscriber |
TO 2026 |
TO 2027 |
TO 2028 |
|
Steven Din |
74 678 |
74 678 |
74 678 |
|
Per Skaug |
74 678 |
74 678 |
74 678 |
Subscription course
The warrants shall be issued at a price corresponding to an estimated market value of the warrants (option premium) applying the Black & Scholes model as of 5 November 2025 based on a subscription price upon exercise of the warrants of 100 percent of the average volume-weighted price during the period 15 September 2025 up to and including 10 October 2025, but not below the quota value of the share. The calculated subscription price will be rounded to the nearest ten öre, whereby five öre will be rounded up. The calculation will be performed by Northsea Capital or by another independent valuation specialist if they are unable to complete their assignment.
According to a preliminary calculation with Black & Scholes, the value of the warrants according to the table below is estimated based on an assumption of a share price of SEK 1.70 based on the closing price on October 10, 2025. The final market value will be determined and communicated to the participants in connection with the end of the reference period.
|
Series |
Market value |
|
TO 2026 |
0,22 |
|
TO 2027 |
0,31 |
|
TO 2028 |
0,39 |
Subscription period and payment
Subscription of the Warrants shall be made by subscription on a subscription list during the period 6 November 2025 up to and including 7 November 2025. Payment for subscribed Warrants shall be made in cash no later than November 10, 2025. The Board of Directors shall have the right to extend the time for subscription and payment.
Usage period and usage price
Subscription of shares by virtue of warrants of series TO 2026 may take place from the day following the publication of the Company's quarterly report for the third quarter 2026, or the earlier date set out in the complete terms and conditions, up to and including 31 December 2029.
Subscription of shares by virtue of warrants of series TO 2027 may take place from the day following the publication of the Company's quarterly report for the third quarter 2027, or the earlier date set out in the complete terms and conditions, up to and including 31 December 2030.
Subscription of shares by virtue of warrants of series TO 2028 may take place from the day following the publication of the Company's quarterly report for the third quarter 2028, or the earlier date set out in the complete terms and conditions, up to and including 31 December 2031.
Warrant holders are entitled to request subscription of one (1) share in the Company for each Warrant at a subscription price of SEK 1.66 per share, but not below the share's quota value, which corresponds to 100 percent of the average volume-weighted price paid for the Company's share on Spotlight Stock Market during a period of 20 trading days up to and including 10 October 2025.
Award decision
Allotment decisions will be made as soon as possible after the end of the subscription period and will be communicated to subscribers on or about 7 November 2025.
Other terms and conditions
The warrants may be exercised at any earlier date as a result of merger, compulsory redemption of shares, liquidation, etc.
Shares that have been added as a result of new subscription entitle the holder to dividend for the first time on the record date for dividend that occurs immediately after the subscription has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB.
The Warrants shall otherwise be subject to the terms and conditions set out in the complete proposal.
Dilution
If all Warrants are exercised, this corresponds to a dilution currently of a maximum of approximately 4.7 percent of the shares and votes. Reservations are made for such recalculations as a result of issues, etc., that may be made in accordance with the terms and conditions of the Warrants.
Reasons for deviation from shareholders' preferential rights
The reasons for the deviation from the shareholders' preferential rights are to create conditions for motivating and retaining competent Board members and to increase the alignment between the Board of Directors, shareholders and the Company's objectives. It is important that the Company is able to motivate and maintain competence in the Company's senior positions where the skills and experience of individuals cannot be effortlessly replaced. According to the proposal, no performance-based conditions will be added for certain awards.
Other outstanding warrants
The company has no other incentive programs.
Preparation
The proposal has been prepared by shareholders together and in consultation with board members not covered by the Incentive Program and legal advisors. In particular, it is stated that Steven Din and Per Skaug did not participate in the preparation of the proposal or the decision.
Special authorisation
The Board of Directors, or a person appointed by the Board of Directors, shall be entitled to make such minor adjustments to the above-mentioned proposals as may prove necessary in connection with the registration of the above resolutions with the Swedish Companies Registration Office and any Euroclear Sweden affiliation of the Warrants.
Estimated costs
As the Warrants are acquired at market value, the assessment is that no costs will arise for the Company except for administrative costs. Therefore, no further measures have been taken to reduce costs for the Company.
Majority requirements
The decision is covered by Chapter 16. The Swedish Companies Act and requires the support of shareholders holding at least nine-tenths of both the votes cast and the shares represented at the meeting.
Item 9 – Adjustment of the remuneration to the Board of Directors
The Board of Directors proposes that the remuneration to the Board members Steven Din and Per Skaug be increased to SEK 68,704 until the next Annual General Meeting. The previous fee, which was resolved at the Annual General Meeting, was SEK 58,800.
Other
Complete proposals for resolutions and other documents that shall be available pursuant to the Swedish Companies Act will be available at the Company's office and website, www.nidhoggresources.se no later than two (2) weeks prior to the meeting. Copies of the documents will be sent on request free of charge to shareholders who so request and state their postal address.
Shareholders present at the Annual General Meeting have the right to request information in accordance with Chapter 7. Section 32 of the Swedish Companies Act (2005:551).
Processing of personal data
For information on how your personal data is processed, please refer to the privacy policy available on Euroclear Sweden's website:
https://www.euroclear.com/dam/ESw/Legal/Privacy%20Notice%20Boss%20-%20Final%20SWE%20220324.pdf
Contact
Ulrich Andersson, Chairman of the Board of Nidhogg Resources Holding AB (publ)E-mail: ulrich@nidhoggresources.com
Phone: +46 70 376 0515
or
Niclas Biornstad, CEO Nidhogg Resources Holding AB (publ)E-mail: niclas@nidhoggresources.com
Phone: +46 70 729 9769
About Nidhogg Resources
Nidhogg Resources AB, www.nidhoggresources.se, is a Swedish limited liability company with a focus on commodities. Nidhogg was founded by individuals with a total of over 60 years of experience in the commodities market, with backgrounds ranging from exploration to exploitation as well as sales and a passion for extracting raw materials by applying innovative technology together with existing infrastructure.
