GeoSentric Oyj - Company Announcement

ISSUE OF AGREED SHARES AND WARRANTS TO CREDITOR OF CURRENT SECURED LOAN NOTE

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE December 5, 2012 at 8:15





ISSUE OF AGREED SHARES AND WARRANTS TO CREDITOR OF CURRENT SECURED LOAN NOTE



As previously announced on November 8, 2012, GeoSentric Oyj has received the
full amount of secured loan of €350k. According to the terms and conditions of
said financing confirmed by the Annual General Meeting held on June 5, 2012,
the company will issue a number of shares equal to 1% of company's issued
shares as an arrangement fee without a charge. Further the company has agreed
that interest of 12% per annum shall be paid by issuing the company's shares to
the creditor as a one-off payment at the valuation of the preceding financing
round of €0.0004 per share. The maximum amount of interest for the loan is
€30,607.72. 



Accordingly the Board has decided by virtue of authorization granted by the
Annual General Meeting of June 29, 2011 to issue a total amount of 34,902,464
new shares without charge as the agreed arrangement fee and 76,519,300 new
shares without charge as the advance payment of the interest. The issue is
directed to the creditor of the secured loan. The shares shall be applied for
registration in the trade register as soon as possible. The issued shares
represent 1.88 % of the fully diluted amount. 



Further, according to the terms and conditions of the current financing the
company is required to place in a warranty structure that entitles the creditor
of the secured loan or its assignee to receive 10% of company's outstanding
shares at the time of exercise of the warrants for one (1) euro. Accordingly
the Board has decided by virtue of authorization granted by the General Meeting
of June 29, 2011 to issue special subscription right according to Chapter 10,
Clause 1 of the Finnish Companies Act entitling the creditor of the secured
loan to subscribe for a total amount of 400,185,346 new shares for the
aggregate subscription price of €1.00. If the company would decide to issue new
shares or shares would be subscribed by virtue of option rights or other
special rights before the exercise, the amount of shares to be subscribed would
be adjusted accordingly to correspond 10 % of the outstanding shares at the
time of exercise of the warrants. At the time of the issue, the shares to be
subscribed represent 6.75 % of the fully diluted amount. 





GeoSentric Oyj





For more information, please contact: investors@gypsii.com



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