Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement

Status of Talvivaara's reorganization proceedings

Stock Exchange Release

Talvivaara Mining Company Plc

20 September 2016





               Status of Talvivaara's reorganization proceedings

The Company has started preparations for the conversion issue in accordance with
                          the restructuring programme



Talvivaara  Mining Company Plc ("Company"  or "Talvivaara") announces that today
it   has   received   a  statement  from  the  Administrator  of  its  corporate
reorganization  proceedings in  which the  Administrator gives  his view  on the
status   of   the  fulfillment  of  the  special  conditions  in  the  corporate
restructuring  programme. As  part of  fulfilling the  special conditions of the
restructuring  programme the Company has started preparations for the conversion
issue as set out in the restructuring programme.

The  Administrator  filed  the  final  draft  restructuring  programme  with the
District  Court of Espoo on 10 April 2015. The confirmation and entry into force
of  the  draft  restructuring  programme  requires  the fulfilment of all of the
following special conditions:

 a. Talvivaara succeeds in negotiating an agreement with the party that
    purchases Talvivaara Sotkamo Ltd's mining operations from the bankruptcy
    estate based on which:


     1. Talvivaara can obtain sufficient cash flow to cover the costs of its
        business operations if the Company's other assets or other cash flows
        are not sufficient to cover said costs; and

     2. Talvivaara has the right to make an investment sufficient to acquire a
        significant minority stake in the company engaging in the mining
        operations, or the parties complete a different financial and/or
        operative arrangement that will secure the continuance of the Company's
        eligible business;

 b. The general meeting of shareholders of Talvivaara:


     1. approves the opportunity to be offered to all holders of unsecured
        restructuring debts to convert the full amount (but not a part thereof)
        of their unsecured restructuring debt into shares in the Company with
        due regard to any limitations of prohibitions set by foreign securities
        laws that would make the offering of the conversion right to certain
        foreign creditors either illegal or unreasonably difficult to implement.
        If all unsecured restructuring creditors exercise said opportunity, the
        percentage of holdings of the Company's current shareholders would be
        diluted by 70%. The conversion rate would be EUR 0.1144 per share; and

     2. executes or authorises the Company's board of directors to execute a
        financial arrangement (e.g. issuance of shares or bonds or execution of
        other financing instrument) to raise the funds needed to execute an
        arrangement referred to in section a) 2. and/or for paying the remaining
        restructuring debts and for covering other possible liabilities to the
        extent the Company's other funds are not sufficient for such purpose;


 c. The proceedings for converting the restructuring debts into shares in the
    Company have been completed in accordance with the section b) 1 above, and
    the new shares have been registered in the Trade Register.

In  addition to the above mentioned  special conditions, the confirmation of the
programme  also requires that other requirements  set forth in law are fulfilled
and  that no obstacles for the entry into force of the programme provided for in
the  Restructuring  of  Enterprises  Act  are  at  hand. The Administrator shall
oversee  the fulfillment  of the  special conditions  set for  the restructuring
programme  and once the conditions have been fulfilled inform the District Court
therof.   The   District  Court  will  decide  on  the  approval  of  the  final
restructuring programme.

Today the Administrator has stated that special conditions (b)(2) and (c) of the
restructuring  programme  are  currently  still  to  be  fulfilled. In addition,
according to the Administrator, the fulfilment of all the special conditions and
purpose  of the Restructuring  Act will require  that the Company's new business
opportunities  are  sufficiently  developed  so  as  to  provide  more  tangible
prospects for future viable business operations.

As  part  of  the  fulfillment  of  the  special  condition of the restructuring
programme  (special condition (c)) the Company  has started preparations for the
share  issue, whereby the holders of unsecured restructuring debts as defined in
the  restructuring programme would be offered an opportunity to convert the full
amount  of  their  unsecured  restructuring  debt  into  shares  of  the Company
("Conversion  Issue"). According to the  restructuring programme, the conversion
rate  of  the  Conversion  Issue  shall  be  EUR  0.1144 per  share. The Company
continues  the preparations and will update the market in due course with regard
to the progress of the Conversion Issue.

During the current year, the Company has explored a number of new business ideas
and  projects,  which,  if  materialized,  could  create  the Company's new core
business  or  part  thereof.  The  Company  continues to investigate and develop
selected  projects. The new business  opportunities currently being explored are
not  limited to  the mining  industry, but  also include amongst others projects
from  the recycling and energy saving sectors. At this point it is too early for
the Company to take a view on the details of the projects or their likelihood to
be  successfully realised.  The Company  will update  the market  in due course,
should the viability of one or more of the projects ultimately be demonstrated.



Enquiries

Talvivaara Mining Company Plc Tel +358 20 7129 800

Pekka Perä, CEO

Pekka Erkinheimo, Deputy CEO


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Attachments:

Status of Talvivaara's reorganization proceedings.pdf