Talvivaaran Kaivososakeyhtiö Oyj - Final Bond Terms

Talvivaara completes offering of EUR 200 million Convertible Bond due 2015

Stock Exchange Release
Talvivaara Mining Company PLC
9 December 2010


                         Talvivaara Mining Company PLC
                        ("Talvivaara" or the "Company")



   Talvivaara completes offering of EUR 200 million Convertible Bond due 2015

**THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
 DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES
 OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, SOUTH AFRICA,
AUSTRALIA OR JAPAN OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD
                                 BE UNLAWFUL**

This  announcement is not an offer of securities  for sale to U.S. persons or in
any  jurisdiction, including in or into the United States, Canada, South Africa,
Australia  or  Japan.  Neither  this  announcement nor anything contained herein
shall  form the  basis of,  or be  relied upon  in connection with, any offer or
commitment whatsoever in any jurisdiction.

Talvivaara  today completed an  offering (the "Offering")  of EUR 200 million of
senior  unsecured convertible bonds  due 2015 (the "Bonds").   The issue size is
subject  to increase by  approximately EUR 25 million  pursuant to the greenshoe
option  granted to BofA Merrill Lynch  and J.P. Morgan (the "Joint Bookrunners")
being exercised prior to the settlement date.

The  net proceeds of  the Offering are  intended for general corporate purposes,
including the development of the scope and structure of Talvivaara's operations,
as well as refinancing of certain of its existing indebtedness.

The  Bonds  will  carry  a  coupon  of  4.00% per annum payable semi-annually in
arrears commencing on 16 June 2011. The yield to maturity of the Bonds is 6.50%
per annum. The initial conversion price has been set at EUR 8.3435, representing
a  30% conversion  premium  to  the  volume  weighted  average  price during the
placement  (the "Market Reference  Price") of Talvivaara's  ordinary shares (the"Shares")  on  the  London  Stock  Exchange  (the  "LSE"), translated at a fixed
exchange  rate of  GBP:EUR of  1.1912. The issue  price of  the Bonds is 100% of
their  principal amount and, unless  previously converted, redeemed or purchased
and  cancelled, will be redeemed at  114.5% of their principal amount ("Accreted
Principal Amount") at maturity which will accrete during the life of the Bonds.

Talvivaara  will have the  right to redeem  all outstanding Bonds  at their then
Accreted  Principal Amount  together with  accrued interest  at any time if less
than 15% of the Bonds originally issued remain outstanding.

Pekka  Perä,  CEO  of  Talvivaara,  commented:  "We  are  delighted  by the very
successful  completion of our  EUR 200 million convertible  bond offering today,
which   will   further  strengthen  our  financial  position  and  increase  our
flexibility  in developing  the scope  and structure  of our operations. I would
like  to thank our shareholders and our new convertible bond investors for their
strong support."

The  Bonds will become convertible into  Talvivaara's ordinary shares subject to
approval  of the relevant resolution by the Extraordinary General Meeting of the
Company's  shareholders. The Extraordinary  General Meeting is  expected to take
place no later than 18 February 2011. Prior to the approval of the Extraordinary
General  Meeting, Bondholders  will be  entitled to  exercise a  cash settlement
right  whereby they would receive a cash amount equal to the market value of the
Shares notionally underlying the Bonds as detailed in the terms and conditions.

BofA  Merrill Lynch and  J. P. Morgan  are acting as  Joint Bookrunners and BofA
Merrill  Lynch is acting as stabilising  manager (the "Stabilising Manager") and
Settlement  Agent.  The  Stabilising  Manager  may  stabilise  the  Offering  in
accordance to the stabilisation rules of the Financial Services Authority.

Enquiries:

Talvivaara

Saila Miettinen-Lähde

Chief Financial Officer +358 20 712 9800

BofA Merrill Lynch

Ignacio Maldonado +44 207 995 3700



J.P. Morgan

Adam Brett +44 207 155 4846

Ben Davies +44 207 155 8644



The  information contained in this announcement  is for background purposes only
and  does not purport to be full or complete.  No reliance may be placed for any
purpose  on  the  information  contained  in  this announcement or its accuracy,
completeness  or fairness.  The  information in this  announcement is subject to
change.


This  announcement is not for publication,  distribution or release, directly or
indirectly,  in or into the United  States of America (including its territories
and  possessions),  Canada,  South  Africa,  Australia  or Japan or to any other
jurisdiction  where such an announcement would be unlawful.  The distribution of
this  announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction.  Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

This   announcement  does  not  contain  or  constitute  an  offer  of,  or  the
solicitation  of an  offer to  buy, Bonds  to any  person in  the United States,
Australia,  Canada, South  Africa or  Japan or  in any  other jurisdiction.  The
Bonds  referred to herein may not be offered or sold in the United States unless
registered under the US Securities Act of 1933 (the "Securities Act") or offered
in  a transaction exempt from, or  not subject to, the registration requirements
of  the Securities Act.  The offer and sale  of the Bonds referred to herein has
not  been  and  will  not  be  registered  under the Securities Act or under the
applicable  securities laws of Australia, Canada, South Africa or Japan. Subject
to  certain exceptions, the Bonds referred to  herein may not be offered or sold
in Australia, Canada, South Africa or Japan or to, or for the account or benefit
of,  any national,  resident or  citizen of  Australia, Canada,  South Africa or
Japan.   There  will  be  no  public  offer  of  the Bonds in the United States,
Australia, Canada, South Africa or Japan or elsewhere.

This  announcement may  include statements  that are,  or may  be deemed  to be,"forward-looking   statements".    These   forward-looking   statements  may  be
identified  by  the  use  of  forward-looking  terminology,  including the terms"believes",   "estimates",   "plans",   "projects",   "anticipates",  "expects","intends",  "may", "will" or "should" or, in  each case, their negative or other
variations  or  comparable  terminology,  or  by discussions of strategy, plans,
objectives,  goals, future events or intentions.  Forward-looking statements may
and  often  do  differ  materially  from  actual  results.   Any forward-looking
statements  reflect the Company's current view with respect to future events and
are  subject to risks  relating to future  events and other risks, uncertainties
and  assumptions  relating  to  the  Group's  business,  results  of operations,
financial  position,  liquidity,  prospects,  growth,  strategies  and the asset
management  business.  Forward-looking statements speak only as of the date they
are made.

Each  of the Company, Merrill Lynch International, J.P.Morgan Securities Limited
and   their   respective   affiliates  expressly  disclaims  any  obligation  or
undertaking  to update, review or revise any forward looking statement contained
in this announcement whether as a result of new information, future developments
or otherwise.

Investment in securities such as those discussed in this announcement may expose
an  investor to a  significant risk of  losing all of  the amount invested. Each
prospective  investor  should  consult  its  own  advisors as to the legal, tax,
business,  financial and related  aspects of a  purchase of the  Bonds needed to
make  its investment decision and to suitability  of the Offering for the person
concerned. This announcement does not constitute a recommendation concerning the
Offering.  The value of the  Bonds and Shares can  decrease as well as increase.
Investors  should be aware that they may be required to bear the financial risks
of this investment for an indefinite period of time.

Merrill  Lynch International, J.P.Morgan  Securities Limited, each  of which are
authorised  and  regulated  in  the  United  Kingdom  by  the  FSA,  are  acting
exclusively  for the Company  and no-one else  in connection with the Offering.
They will not regard any other person as their respective clients in relation to
the  Offering and will not  be responsible to anyone  other than the Company for
providing  the  protections  afforded  to  their  respective  clients,  nor  for
providing  advice in relation to the Offering, the contents of this announcement
or any transaction, arrangement or other matter referred to herein.

In  connection  with  the  Offering,  Merrill  Lynch  International,  J.P.Morgan
Securities  Limited and any  of their affiliates,  acting as investors for their
own  accounts, may  subscribe for  or purchase  Bonds and  in that  capacity may
retain,  purchase, sell, offer to sell or  otherwise deal for their own accounts
in  such Bonds  and other  securities of  the Company  or related investments in
connection  with  the  Offering  or  otherwise.  Accordingly, references in this
announcement,  once published, to  the Bonds being  issued, offered, subscribed,
acquired,  placed or otherwise dealt in should be read as including any issue or
offer  to, or  subscription, acquisition,  placing or  dealing by, Merrill Lynch
International,  J.P.Morgan Securities Limited and any of their affiliates acting
as  investors for their  own accounts.  Merrill  Lynch International, J.P.Morgan
Securities  Limited do not intend to disclose  the extent of any such investment
or  transactions  otherwise  than  in  accordance  with  any legal or regulatory
obligations to do so.

None  of Merrill  Lynch International,  J.P.Morgan Securities  Limited or any of
their  respective directors, officers, employees, advisers or agents accepts any
responsibility  or  liability  whatsoever  for/or  makes  any  representation or
warranty,  express or implied, as to the  truth, accuracy or completeness of the
information  in this announcement  (or whether any  information has been omitted
from  the announcement)  or any  other information  relating to the Company, its
subsidiaries  or associated companies,  whether written, oral  or in a visual or
electronic  form, and  howsoever transmitted  or made  available or for any loss
howsoever  arising from  any use  of announcement  or its  contents or otherwise
arising in connection therewith.

This announcement and the offer when made are only addressed to and directed, in
member  states  of  the  European  Economic  Area  which  have  implemented  the
Prospectus  Directive  (each,  a  "relevant  member  state"), at persons who are"qualified  investors" within the  meaning of Article  2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules
and  regulations adopted by each relevant member state ("Qualified Investors").
Each  person in the European Economic Area who initially acquires any securities
or  to  whom  any  offer  of  securities  may  be  made  will  be deemed to have
represented, acknowledged and agreed that it is a Qualified Investor.

In  addition, in the United Kingdom, this announcement is being distributed only
to,  and  is  directed  only  at,  Qualified Investors (i) 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, as
amended  (the "Order") or  (ii) who fall  within Article 49(2)(a) to  (d) of the
Order,  and (iii) to  whom it may  otherwise lawfully be  communicated (all such
persons  together being  referred to  as "relevant  persons"). This announcement
must  not be acted on or relied on (i) in the United Kingdom, by persons who are
not relevant persons, and (ii) in any member state of the European Economic Area
other  than the United Kingdom,  by persons who are  not Qualified Investors. In
the  UK, the investment activity to which this announcement relates is available
only  to relevant persons and will only  be engaged in with relevant persons. In
the  case  of  any  securities  being  offered  to  any  investor as a financial
intermediary  as that term is used  in Article 3(2) of the Prospectus Directive,
such  investor  will  also  be  deemed  to  have represented and agreed that the
securities  acquired by it in  the Offering have not  been acquired on behalf of
persons  in the EEA other than Qualified Investors, nor have the securities been
acquired with a view to their offer or resale in the EEA where this would result
in  a requirement for publication  by the Company or  the Joint Bookrunners of a
prospectus pursuant to Article 3 of the Prospectus Directive.






[HUG#1470884]

Attachments:

Talvivaara completes offering of EUR 200 million Convertible Bond due 2015 09.12.2010.pdf