Talvivaaran Kaivososakeyhtiö Oyj - Company Announcement

Amendment to the final results of the directed share issue of Talvivaara Mining Company Plc

Stock Exchange Release
Talvivaara Mining Company Plc
4 January 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE  UNITED STATES, CANADA, AUSTRALIA,  HONG KONG, SOUTH AFRICA  OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Amendment to the final results of the directed share issue of Talvivaara Mining
                                  Company Plc


On 3 January 2017, Talvivaara Mining Company Plc ("Talvivaara" or the "Company")
  announced that the creditors of the Company subscribed for 2,069,228,917 new
 shares in the Company in the directed share issue (the "Share Issue") and that
 the Board of Directors of Talvivaara had approved such subscriptions. However,
     following the passing of such resolution by the Board of Directors of
  Talvivaara, Talvivaara was informed that valid subscriptions for 12,424,093
  additional new shares were made during the subscription period of the Share
Issue that expired on 28 December 2016 at 4:00 p.m. (Finnish time) by holders of
               the bonds issued by the Company maturing in 2017.

The  Board of  Directors has  approved the  subscriptions for  these 12,424,093
additional new shares. The subscription price per new share is EUR 0.1144, which
was paid in its entirety by setting off the restructuring debt receivable of the
creditor  from the Company against the subscription price of the new shares. The
subscription price will be recorded in its entirety in the invested unrestricted
equity  fund of the Company. As a  result of these additional subscriptions, the
Company's debt is reduced further by a total of EUR 1,421,316.44.

Taking  into account the additional 12,424,093 new  shares, the creditors of the
Company subscribed for a total of 2,081,653,010 new shares in the Company in the
Share  Issue, the Company's debt is reduced by a total of EUR 238,141,136.72 and
the total number of shares in the Company will increase to 4,189,807,162 shares.

The  additional 12,424,093 new shares issued in  the Share Issue are expected to
be  (i) registered in  the trade register  maintained by the  Finnish Patent and
Registration  Office  on  or  about  5 January  2017; (ii)  issued as book-entry
securities  in the book-entry system maintained by Euroclear Finland on or about
5 January  2017; and (iii)  listed on  the official  list of  the Helsinki Stock
Exchange  on  or  about  9 January 2017. The  new shares carry the shareholders'
rights  after the registration in the  trade register and the subscriber's book-
entry account.

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Pekka Erkinheimo, Deputy CEO

DISCLAIMER

This  announcement is an advertisement and not a prospectus and creditors should
not  subscribe for  any shares  referred to  in this  announcement except on the
basis  of information  in the  applicable prospectus  published by Talvivaara in
connection with the Share Issue.

The  information  contained  herein  is  not  for  publication  or distribution,
directly  or indirectly, in  or into the  United States, Canada, Australia, Hong
Kong,  South Africa or Japan. These written materials do not constitute an offer
of  securities for sale in the United  States, nor may the securities be offered
or  sold  in  the  United  States  absent  registration  or  an  exemption  from
registration as provided in the U.S. Securities Act of 1933, as amended, and the
rules  and regulations thereunder. There is no intention to register any portion
of  the  offering  in  the  United  States  or  to  conduct a public offering of
securities in the United States.

The  information contained herein shall  not constitute an offer  to sell or the
solicitation  of an offer to buy, nor shall  there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would  be  unlawful  prior  to  registration,  exemption  from  registration  or
qualification under the securities laws of any such jurisdiction. Investors must
neither  accept  any  offer  for,  nor  acquire,  any  securities  to which this
announcement refers, unless they do so on the basis of the information contained
in the applicable prospectus published or distributed by Talvivaara.

Talvivaara  has not  authorised any  offer to  the public  of securities  in any
Member  State of the European Economic Area  other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which has
implemented  the  Prospectus  Directive  (each,  a  "Relevant Member State"), no
action  has been undertaken or will be undertaken to make an offer to the public
of  securities  requiring  publication  of  a  prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member States
(a)  to  any  legal  entity  which  is  a  qualified  investor as defined in the
Prospectus  Directive; or (b) in any  other circumstances falling within Article
3(2) of  the  Prospectus  Directive.  For  the  purposes  of this paragraph, the
expression an "offer of securities to the public" means the communication in any
form  and by any means  of sufficient information on  the terms of the offer and
the  securities to be offered so as to enable an investor to decide to exercise,
purchase  or subscribe the securities, as the  same may be varied in that Member
State  by any measure implementing the Prospectus Directive in that Member State
and  the  expression  "Prospectus  Directive"  means  Directive  2003/71/EC (and
amendments  thereto,  including  the  2010 PD  Amending Directive, to the extent
implemented   in   the   Relevant  Member  State),  and  includes  any  relevant
implementing  measure in the  Relevant Member State  and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.

This  communication is directed only  at (i) persons who  are outside the United
Kingdom  or (ii) persons who have professional experience in matters relating to
investments  falling within Article 19(5) of  the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities,  and other  persons to  whom it  may lawfully be communicated, falling
within  Article 49(2) of the Order (all  such persons together being referred to
as  "relevant  persons").  Any  investment  activity to which this communication
relates  will  only  be  available  to  and  will only be engaged with, relevant
persons.  Any person who is not a relevant person should not act or rely on this
announcement or any of its contents.


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Liitteet:

Amendment to final results of directed share issue of Talvivaara.pdf