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2009-07-06 12:12:17 CEST 2009-07-06 12:13:22 CEST REGULATED INFORMATION Talvivaaran Kaivososakeyhtiö Oyj - Decisions of extraordinary general meetingResolution of Extraordinary General Meeting6th July 2009 Talvivaara Mining Company Plc (LSE: TALV LN; Nasdaq OMX Helsinki: TLV) 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 Resolution of Extraordinary General Meeting An Extraordinary General Meeting of Talvivaara Mining Company Plc (the "Company") has on 6 July 2009 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. 22,280,000 new shares representing approximately 10 per cent of the number of the existing shares of the Company were issued in the Placing. The new shares are expected to be registered in the Finnish Trade Register on 7 July 2009 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 commence on 8 July 2009. Talvivaara Mining Company Plc +358 20 712 9800 Pekka Pera Saila Miettinen-Lahde Merlin +44 20 7653 6620 Tom Randell Anca Spiridon 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 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 and Liberum Capital Limited, each of which is authorised and regulated in the United Kingdom by the FSA, 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. |
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