Announcement • Nov 16
Metamorphic As entered into an agreement to acquire Archelon Ree Ab (Publ) from Archelon Natural Resources AB (Publ) (NGM:ALONNR B) in a reverse merger transaction for SEK 28 million. Metamorphic As entered into an agreement to acquire Archelon Ree Ab (Publ) from Archelon Natural Resources AB (Publ) (NGM:ALONNR B) in a reverse merger transaction for SEK 28 million on November 14, 2024. The consideration consists of issue of 2.7 million newly issued ordinary shares at a subscription price of SEK 10.5 per share. Upon completion of the transaction, the shareholders of Metamorphic As and Archelon Natural Resources AB will hold approximately 79.2% and 16.6% respectively of the total number of shares and votes in Archelon Ree. The remaining shares in Archelon Ree are currently held by Big Rock. The transaction is, among other things, conditional on the Archelon Natural Resources AB signing up for 7,143 shares in Metamorphic, for a total amount of NOK 0.25 million corresponding to 0.95% of the total number of shares in Metamorphic, and that Metamorphic, before the Transaction is carried out, secures a loan or other form of financing of at least SEK 5 million for the purpose of financing the new AREE Group prior to the listing of its shares on a multilateral trading platform in Sweden or Norway, which is expected to take place during the first half of 2025. New Risk • Nov 13
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 42% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks No financial data reported. Share price has been highly volatile over the past 3 months (15% average weekly change). Market cap is less than US$10m (kr14.8m market cap, or US$1.36m). Minor Risk Shareholders have been diluted in the past year (42% increase in shares outstanding). Board Change • Nov 16
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Chairman of the Board Patric Perenius was the last director to join the board, commencing their role in 2021. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. 
