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2012-03-12 12:07:29 CET 2012-03-12 12:07:51 CET REGULATED INFORMATION Talvivaaran Kaivososakeyhtiö Oyj - Decisions of extraordinary general meetingTalvivaara Mining Company Plc. Resolutions of Extraordinary General MeetingStock Exchange Release Talvivaara Mining Company Plc 12 March 2012 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW Resolutions of Extraordinary General Meeting of Talvivaara Mining Company Plc An Extraordinary General Meeting of Talvivaara Mining Company Plc (the"Company") has on 12 March 2012 resolved to approve the proposal of the Board of Directors on a share issue in deviation from the shareholders' pre-emptive subscription rights (the "Placing"). The Placing was conducted through an accelerated book-building process and 24,589,050 new shares representing approximately 10 per cent of the number of the existing shares of the Company will be issued in the Placing. The new shares are expected to be registered in the Finnish Trade Register on 13 March 2012 and dealings in the new shares on the London Stock Exchange's main market and on the official list of the Helsinki Stock Exchange is expected to commence on 14 March 2012. 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 resolve to issue up to 184,428 new shares through one or several share issue 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 Placing. The authorisation is valid until 1 June 2013. The authorisation is conditional upon the completion of the Placing. ENQUIRIES Talvivaara Mining Company Plc +358 20 712 9800 Pekka Perä CEO Saila Miettinen-Lähde, CFO The distribution of this announcement in jurisdictions other than Finland and the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not an offer of securities for sale in the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of its shares under the Securities Act. No shares will be offered or sold to the public in the United States. This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch International, Liberum Capital Limited, Pohjola Corporate Finance Ltd or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd are acting for the Company and for no-one else in connection with the placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice to any other person in relation to the placing or any other matter referred to herein. Merrill Lynch International and Liberum Capital Limited are authorised and regulated in the United Kingdom by the FSA. Pohjola Corporate Finance Ltd is authorised and regulated in Finland by the Finnish FSA. 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 and is included in the FTSE- 250 index. Further information can be found atwww.talvivaara.com. [HUG#1593185] |
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