BETOLAR PLC

Inside Information
9 September 2026 at 2:40 p.m. EEST

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Inside Information: Betolar Plc deepens partnership with ScaleWolf through a EUR 2 million investment in MET and CIP subsidiaries and a EUR 1 million tap issuance of convertible capital notes

Betolar Plc ("Betolar" or the "Company") deepens its strategic partnership with ScaleWolf, an investment and industrial development firm focused on scaling technologies and infrastructure that strengthen energy security, critical supply chains, defence capabilities, and data resilience. The Board of Directors of Betolar has resolved to issue to ScaleWolf Partners UAB new capital notes convertible into shares in the Company with an aggregate nominal amount of EUR 1 million. The notes will be issued as a tap issuance in accordance with the terms and conditions of the convertible capital notes announced on 23 June 2026.

Following continued positive development of the Otanmäki mine tailings project and further progress in validating Betolar's proprietary technology, Betolar and ScaleWolf have agreed that EUR 2 million of ScaleWolf's original subscription undertaking, announced on 23 June 2026, will comprise  direct equity investments in two new Betolar subsidiaries to be established: one focused on the Metal Extraction Technology (MET) business and the other on the Critical Infrastructure Protection (CIP) business.

Equity investments in Metal Extraction Technology (MET) and Critical Infrastructure Protection (CIP) subsidiaries

As announced in June, ScaleWolf and Betolar have entered into a strategic partnership to commercialise Betolar's proprietary metal extraction technology and jointly develop the Otanmäki mine tailings project, aiming to create value from mining waste streams.

ScaleWolf has committed to invest EUR 1 million in the new MET company and EUR 1 million in the new CIP company, at pre-money valuations of EUR 25 million and EUR 10 million, respectively. The planned investments are subject to the subsidiaries becoming sufficiently operational by mid-December 2026. The agreed valuations reflect the continued development of the Otanmäki mine tailings project, further progress relating to Betolar's technology and ongoing critical infrastructure projects. Following completion of the investments, ScaleWolf's shareholdings would be approximately 4 per cent in the MET company and approximately 9 per cent in the CIP company.

"Working closely with ScaleWolf has confirmed our shared interest not only in metal extraction, but also in critical infrastructure for subsea applications, power grids, data centres and defence. Together, we have chosen the path that we believe creates the most value. ScaleWolf's direct investment in our new focused subsidiaries will support value creation to all our shareholders," says Vibeke Krohn, CEO of Betolar.

"This structure allows us to support Betolar at both the parent-company and operating-company levels. We see meaningful potential in applying Betolar's technology to critical minerals and infrastructure challenges across the United States and Europe, and we are committed to helping translate that potential into scalable commercial projects," says Dave Harden, Partner of Scalewolf.

Betolar will continue to operate as a capital-light technology platform and will retain ownership of its current and future intellectual property. The MET and CIP subsidiaries are expected to receive the relevant technology licences and pay licence fees and royalties to Betolar on arm's-length market terms.

Tap issuance of convertible capital notes

The Board of Directors' resolution to issue additional convertible capital notes with an aggregate nominal amount of EUR 1 million is based on the authorisation granted by the Company's Extraordinary General Meeting on 7 August 2026. In connection with the tap issuance, the Board of Directors has approved an amendment to the notes' terms and conditions allowing interest capitalised to the nominal amount of the notes to be converted into shares in the Company. The notes issued in the tap issuance will rank pari passu and form a single series with the notes issued on 30 June 2026. The tap issuance is expected to be completed on or about 18 September 2026.

In order to execute the tap issuance, the Board of Directors has resolved to issue special rights entitling their holders to shares in the Company. These special rights enable the notes, including interest capitalised to the nominal amount of the notes, to be converted into shares in accordance with the amended terms.

Based on the initial conversion price of EUR 2.10, conversion of all notes issued in the tap issuance, including interest fully capitalised to the nominal amount of the notes (issued both in the original issuance and the tap issuance) from the original issue date until the reset date on 30 June 2031, would result in the issuance of a maximum of 1,639,066 new shares in the Company. These shares would represent approximately 7.1 per cent of all shares in the Company following conversion, calculated on the basis of the number of outstanding shares on the date of this announcement. The conversion price may be adjusted as further described in the terms.

The Board of Directors considers that there are weighty financial reasons for issuing the special rights relating to the notes in the tap issuance. These reasons include the Company's operational financing requirements arising from the Otanmäki project and the related tailings purchase commitments. The Board of Directors further considers that the tap issuance, together with the equity investments in the MET and CIP companies, represents the most favourable option for the Company and its shareholders to raise additional capital, strengthen the Company's balance sheet and secure sufficient working capital while limiting dilution for existing shareholders.

Following completion of the tap issuance, the aggregate nominal amount of the issued notes will be EUR 4,000,000. The maximum number of new shares that may be issued on the basis of the special rights attached to the aggregate amount of notes, including interest fully capitalised to the nominal amount of the notes, is 3,067,638.

If the subsidiaries are not sufficiently operational by mid-December 2026, the EUR 2 million of ScaleWolf's subscription undertaking will instead be invested in a further tap issuance of convertible capital notes within the same timeline.

As communicated in June, in addition to the equity investments in the MET and CIP companies and the subscription for convertible capital notes in Betolar, ScaleWolf intends to invest an additional EUR 8 million in aggregate in the MET company and a related project SPV by year-end, subject to agreement on definitive investment arrangements.

Betolar Plc

Board of Directors

More information:

Anders Dahlblom, Chair of the Board of Directors, Betolar Plc, tel +358 40 081 5427

Vibeke Krohn, CEO & President, Betolar Plc, vibeke.krohn@betolar.com, +47 936 34 491

Certified Advisor:

Aktia Alexander Corporate Finance Oy, tel. +358 50 520 4098

About Betolar

Betolar is a circular economy and materials technology company. Founded in 2016, the company is headquartered in Kannonkoski, Finland. Betolar is listed on the Nasdaq First North Growth Market Finland (ticker: BETOLAR) and its shares are also traded on the OTCQX International market in the United States (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 the United States, 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 Tap Issuance. 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 Tap Issuance, or other matters referred to herein.