2013-11-15 08:00:00 CET

2013-11-15 08:01:17 CET


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Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement

Talvivaara Mining Company Plc. to apply for corporate reorganisation


Stock Exchange Release
Talvivaara Mining Company Plc
15 November 2013



      Talvivaara Mining Company Plc. to apply for corporate reorganisation


On 10 October 2013, Talvivaara Mining Company Plc ("Talvivaara") announced that,
as  the market price of nickel had declined  by more than 20 per cent. since the
first  quarter  of  2013 and  as  Talvivaara's  production  had  continued to be
impacted  by  the  prolonged  effects  of  excess  water  on  older  ore  heaps,
Talvivaara's liquidity position had weakened more than anticipated. In addition,
on  7 November 2013, Talvivaara  announced in  its interim  report for  the nine
months  ended 30 September 2013 that it was in advanced discussions with certain
stakeholders  concerning a  financing solution  that would  address Talvivaara's
current  liquidity needs. These discussions  have continued intensely since that
time.

It  has become evident as a result of such discussions that additional liquidity
would  not be  available for  Talvivaara as  part of  a voluntary restructuring.
Therefore,  Talvivaara  and  its  operating  subsidiary  Talvivaara  Sotkamo Ltd
(together,  the Talvivaara Group") have concluded  that each company should file
for  a corporate reorganisation. In order  for Talvivaara and Talvivaara Sotkamo
Ltd to qualify for a corporate reorganisation, the Talvivaara Group will require
additional  liquidity during the  reorganisation proceedings for  the payment of
costs of the reorganisation proceedings and payment of new indebtedness incurred
after  the filing for  reorganisation. Availability of  additional funding would
facilitate  an orderly reorganisation process  in a court-supervised environment
with  the objective of attracting long-term capital and right-sizing the capital
structure of Talvivaara.

Towards  this goal, Talvivaara yesterday made a financing proposal to a group of
stakeholders  for additional funding in the  form of a €40 million restructuring
facility  with Talvivaara  as the  guarantor and  Talvivaara Sotkamo  Ltd as the
borrower.  However, such  stakeholders informed  Talvivaara late yesterday that,
due  to timing and other  constraints, they were currently  not in a position to
make any decisions in respect of funding commitments to Talvivaara or Talvivaara
Sotkamo  Ltd. Talvivaara was also separately informed that a final decision with
regard  to  such  restructuring  facility  by  certain stakeholders would not be
available,  unless and until Talvivaara and Talvivaara Sotkamo Ltd had filed for
a  corporate  reorganisation.  Although  there  can  be  no  assurance that such
additional  financing will  be obtained,  Talvivaara will  seek to work with the
relevant  stakeholders towards a definitive  agreement in an expeditious manner.
Availability  of any funding under the  restructuring facility would be expected
to  be subject to  certain conditions and  milestones, which would  be agreed as
part of the final documentation regarding the restructuring facility.

In  part in reliance on the  possible availability of the restructuring facility
and  confirmation by  the Talvivaara  Group's major  secured creditors  of their
support  to a corporate reorganisation, the Board of Directors of Talvivaara has
decided  to apply  for corporate  reorganisation of  Talvivaara pursuant  to the
Finnish  Corporate Reorganization  Act. In  addition, shareholders of Talvivaara
Sotkamo  Ltd have unanimously  decided to apply  for corporate reorganisation of
Talvivaara  Sotkamo Ltd. Talvivaara expects that said applications will be filed
with  the district court of Espoo,  Finland, during 15 November, 2013. The Board
of  Directors of  Talvivaara will  convene an  Extraordinary General  Meeting of
shareholders  to address the corporate  reorganisation application of Talvivaara
at a later time to be announced separately.

The  Board of  Directors of  Talvivaara believes  that bankruptcy proceedings of
either  company would have  a material value  destructing effect and, therefore,
would  not  be  in  the  best  interests  of  Talvivaara  and  its stakeholders.
Bankruptcy  proceedings would  endanger the  employment of  the employees of the
Talvivaara  Group  and  of  many  of  its  suppliers  and contractors. Also, the
environmental  impact of a  bankruptcy would be  difficult to manage. Talvivaara
believes that, under the circumstances, corporate reorganisation proceedings and
continued  production at the  Sotkamo site will  best facilitate water treatment
and  other environmental clean-up and will  also provide the best possibility to
preserve value for various stakeholders.

Although  the Board of  Directors believes that,  subject to the availability of
sufficient   funding,   a  corporate  reorganisation  is  a  viable  option  for
Talvivaara,  there can be no assurance  that Talvivaara will obtain the required
funding  through the  restructuring facility  or otherwise  or that Talvivaara's
corporate  reorganisation, if commenced, is ultimately successful. The corporate
reorganisation  process can fail  for a number  of reasons, including  due to an
insufficiency  of funds  to complete  the reorganisation proceedings, unforeseen
operational  or environmental issues  facing Talvivaara's production facilities,
changes  in  the  operating  environment  affecting  the  financial viability of
Talvivaara  and various other factors. If the corporate reorganisation fails for
these  or  any  other  reasons,  Talvivaara  would expect to file for bankruptcy
proceedings unless other alternatives have materialised by that time.

Talvivaara  will  arrange  a  press  conference  on 15 November 2013 at 11.00 am
(Finnish time) in Scandic Simonkenttä at Simonkatu 9, Helsinki, Finland.

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
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.

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