Talvivaaran Kaivososakeyhtiö Oyj - Decisions of extraordinary general meeting

Resolutions of Extraordinary General Meeting of Talvivaara Mining Company

Stock Exchange Release
Talvivaara Mining Company Plc
8 March 2013


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE  UNITED STATES, CANADA, AUSTRALIA,  HONG KONG, SOUTH AFRICA  OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

 Resolutions of Extraordinary General Meeting of Talvivaara Mining Company Plc


An   Extraordinary  General  Meeting  of  Talvivaara  Mining  Company  Plc  (the"Company")  has on 8 March 2013 resolved to approve the proposal by the Board of
Directors  to authorise the  Board of Directors  to undertake a  share issue for
consideration  pursuant to the shareholders' pre-emptive subscription right. The
Board  of  Directors  has  the  right  to  decide  upon  the offering to parties
determined  by the Board of Directors of any shares that may remain unsubscribed
for  pursuant  to  the  shareholders'  pre-emptive subscription right. A maximum
number  of 26,000,000,000 new shares can be issued in the share issue. The Board
of  Directors  is  authorised  to  determine  the subscription price for the new
shares  and the other terms and conditions of the share issue. The authorisation
of the Board of Directors to issue shares is valid until 31 December 2013.

In  addition, the Extraordinary  General Meeting of  the Company has resolved to
approve  the proposal of the Board of Directors to grant an authorisation to the
Board  of  Directors  to  decide  on  the  issue of up to 600,000,000 new shares
through  one  or  several  share  issues  and/or  by  granting of special rights
entitling  to shares,  as referred  to in  Chapter 10, Section 1, of the Finnish
Companies  Act in order  to carry out  an adjustment of  the conversion price in
accordance with the terms and conditions of the convertible bonds of the Company
due  2013 resulting from the  share issue. The  authorisation is valid until 31
December  2013. The use of the authorisation  is conditional upon the completion
of the share issue.



ENQUIRIES
Talvivaara Mining Company Plc +358 20 712 9800
Pekka Perä CEO
Saila Miettinen-Lähde, Deputy CEO and CFO




Talvivaara Mining Company Plc

Talvivaara Mining Company is an internationally significant base metals producer
with  its  primary  focus  on  nickel  and  zinc  using  a  technology  known as
bioheapleaching  to extract metals out  of ore. Bioheapleaching makes extraction
of  metals  from  low  grade  ore  economically  viable. The Talvivaara deposits
comprise  one of the largest known sulphide  nickel resources in Europe. The ore
body  is  estimated  to  support  anticipated  production  for  several decades.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output  of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming  agreement with Nyrstar  NV. Talvivaara is  listed on the London Stock
Exchange  Main Market and NASDAQ OMX  Helsinki. Further information can be found
at www.talvivaara.com.



DISCLAIMER

This  announcement is an advertisement and not a prospectus and investors should
not  subscribe for  or purchase  any shares  or securities  referred to  in this
announcement  except on  the basis  of information  in the applicable prospectus
which,  subject to  approval from  the Finnish  Financial Supervisory Authority,
which  are expected to be published by  Talvivaara in connection with the rights
issue. Copies of the prospectus will, following publication and distribution, be
available  from  Talvivaara's  registered  office.  Nothing in this announcement
should be interpreted as a term or condition of the rights issue.

The  information  contained  herein  is  not  for  publication  or distribution,
directly  or indirectly, in  or into the  United States, Canada, Australia, Hong
Kong,  South Africa or Japan. These written materials do 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  exemption  from
registration as provided in 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
securities in the United States.

The  issue,  exercise  or  sale  of  securities  in  the offering are subject to
specific  legal or regulatory restrictions  in certain jurisdictions. Talvivaara
assumes  no responsibility in  the event there  is a violation  by any person of
such restrictions.

The  information contained herein shall  not constitute an offer  to sell or the
solicitation  of an offer to buy, nor shall  there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would  be  unlawful  prior  to  registration,  exemption  from  registration  or
qualification under the securities laws of any such jurisdiction. Investors must
neither  accept  any  offer  for,  nor  acquire,  any  securities  to which this
announcement refers, unless they do so on the basis of the information contained
in the applicable prospectus published or distributed by Talvivaara.

Talvivaara  has not  authorised any  offer to  the public  of securities  in any
Member  State of the  European Economic Area  other than Finland  and the United
Kingdom.  With respect to each Member State  of the European Economic Area other
than  Finland and  the United  Kingdom and  which has implemented the Prospectus
Directive  (each, a "Relevant  Member State"), no  action has been undertaken or
will  be  undertaken  to  make  an  offer  to the public of securities requiring
publication  of a  prospectus in  any Relevant  Member State.  As a  result, the
securities may only be offered in Relevant Member States (a) to any legal entity
which  is a qualified investor as defined in the Prospectus Directive; or (b) in
any other circumstances falling within Article 3(2) of the Prospectus Directive.
For  the purposes of this  paragraph, the expression an  "offer of securities to
the  public" means the communication in any  form and by any means of sufficient
information  on the terms of the offer and the securities to be offered so as to
enable  an investor to decide to exercise, purchase or subscribe the securities,
as  the same may be varied in that  Member State by any measure implementing the
Prospectus  Directive  in  that  Member  State  and  the  expression "Prospectus
Directive"  means  Directive  2003/71/EC (and  amendments thereto, including the
2010 PD  Amending Directive,  to the  extent implemented  in the Relevant Member
State),  and includes any  relevant implementing measure  in the Relevant Member
State   and   the  expression  "2010  PD  Amending  Directive"  means  Directive
2010/73/EU.

This communication includes forward-looking statements within the meaning of the
securities  laws  of  certain  applicable  jurisdictions.  These forward-looking
statements include, but are not limited to, all statements other than statements
of   historical  facts  contained  in  this  communication,  including,  without
limitation,  those regarding Talvivaara's strategy, plans, objectives, goals and
targets.  By their nature, forward looking  statements involve known and unknown
risks,  uncertainties and other factors because they relate to events and depend
on  circumstances that may or  may not occur in  the future. Talvivaara cautions
you that forward-looking statements are not guarantees of future performance and
are  based on  numerous assumptions  and that  its actual results of operations,
including its financial condition and liquidity, may differ materially from (and
be  significantly  more  negative  than)  those  made  in,  or suggested by, the
forward-looking  statements contained in this communication. In particular, this
communication includes forward-looking statements relating to Talvivaara's plans
to address the recent operational challenges faced by Talvivaara. Such estimates
are  based on  a number  of assumptions  that are,  in turn,  based on currently
available  information and judgments  based on such  information. However, these
assumptions   are  inherently  uncertain  and  subject  to  a  wide  variety  of
significant  operational and regulatory risks and uncertainties that could cause
the  actual  outcome  of  Talvivaara's  actions  to materially differ from those
anticipated.

No  statement in this announcement is intended  as a profit forecast or a profit
estimate  and no  statement in  this announcement  should be interpreted to mean
that  earnings  per  share  for  the  current  or  future  financial years would
necessarily  match or exceed the historical published earnings per share. Prices
and values of, and income from, shares may go down as well as up and an investor
may  not get back the amount invested.  It should be noted that past performance
is  no guide  to future  performance. Persons  needing advice  should consult an
independent financial adviser.

J.P.  Morgan Securities  plc, which  is authorised  and regulated  in the United
Kingdom  by  the  Financial  Services  Authority,  is acting as sole sponsor for
Talvivaara  and no  one else  in connection  with the  rights issue and will not
regard  any other person (whether or not  a recipient of this announcement) as a
client  in relation to  the rights issue  and will not  be responsible to anyone
other  than Talvivaara for providing the  protections afforded to its clients or
for  giving advice  in connection  with the  rights issue,  the contents of this
announcement   and   the   accompanying  documents  or  any  other  transaction,
arrangement or matter referred to herein or therein.

Each  of Nordea Bank  Finland Plc, Merrill  Lynch International, BNP PARIBAS and
Danske  Bank A/S Helsinki Branch is acting exclusively for Talvivaara and for no
one  else in  connection with  the rights  issue and  will not  regard any other
person (whether or not a recipient of this announcement) as a client in relation
to  the rights issue and will not be responsible to anyone other than Talvivaara
for  providing  the  protections  afforded  to  their  respective clients or for
providing  advice in connection with the  rights issue or any other transaction,
arrangement or matter referred to herein.

This  announcement  should  not  be  considered  a recommendation by any of J.P.
Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch International, BNP
PARIBAS or Danske Bank A/S Helsinki Branch or any of their respective directors,
officers,  employees, advisers or any of their respective affiliates in relation
to any purchase of or subscription for securities.

No  representation or warranty, express or implied,  is given by or on behalf of
any  of  J.P.  Morgan  Securities  plc,  Nordea  Bank Finland Plc, Merrill Lynch
International,  BNP PARIBAS or Danske  Bank A/S Helsinki Branch  or any of their
respective  directors, officers, employees, advisers  or any of their respective
affiliates  or any  other person  as to  the accuracy,  fairness, sufficiency or
completeness of the information or the opinions or the beliefs contained in this
announcement (or any part hereof).

None  of the information  contained in this  announcement has been independently
verified  or approved by any of J.P.  Morgan Securities plc, Nordea Bank Finland
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch
or  any of their  respective directors, officers,  employees, advisers or any of
their respective affiliates. Save in the case of fraud, no liability is accepted
by  any of J.P.  Morgan Securities plc,  Nordea Bank Finland  Plc, Merrill Lynch
International,  BNP PARIBAS or Danske  Bank A/S Helsinki Branch  or any of their
respective  directors, officers, employees, advisers  or any of their respective
affiliates  for any  errors, omissions  or inaccuracies  in such  information or
opinions or for any loss, cost or damage suffered or incurred howsoever arising,
directly  or indirectly, from  any use of  this announcement or  its contents or
otherwise in connection with this announcement.

No  person  has  been  authorised  to  give  any  information  or  to  make  any
representations other than those contained in this announcement and, if given or
made,  such information or representations must not  be relied on as having been
authorised by Talvivaara, any of J.P. Morgan Securities plc, Nordea Bank Finland
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch
or  any other person. Subject to applicable  rules and regulations, the issue of
this  announcement shall not, in any  circumstances, create any implication that
there  has been no change  in the affairs of  Talvivaara and its group since the
date  of this announcement  or that the  information in it  is correct as at any
subsequent date.

This  communication is directed only  at (i) persons who  are outside the United
Kingdom  or (ii) persons who have professional experience in matters relating to
investments  falling within Article 19(5) of  the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities,  and other  persons to  whom it  may lawfully be communicated, falling
within  Article 49(2) of the Order (all  such persons together being referred to
as  "relevant  persons").  Any  investment  activity to which this communication
relates  will  only  be  available  to  and  will only be engaged with, relevant
persons.  Any person who is not a relevant person should not act or rely on this
announcement or any of its contents.

Neither  the  content  of  Talvivaara's  website  (or any other website) nor the
content  of any website  accessible from hyperlinks  on Talvivaara's website (or
any other website) is incorporated into, or forms part of, this announcement.

[HUG#1683977]

Attachments:

Resolutions of EGM of Talvivaara Mining Co Plc 8.3.13.pdf