TALV Talvivaara

RNS Number:4022X
Talvivaara Mining Company Ltd
30 May 2007


The information contained herein is restricted and is not for publication,
release or distribution, directly or indirectly, in or into the United States,
Australia, Canada or Japan or to residents or citizens of Australia, Canada or
Japan.

This announcement is an advertisement and not a prospectus and investors should
not subscribe for or purchase any shares referred to in this announcement except
on the basis of information in the prospectus to be published by Talvivaara
Mining Company Ltd ("Talvivaara" or the "Company") in due course in connection
with the admission of the ordinary shares in the capital of the Company to the
Official List of the Financial Services Authority and to trading on London Stock
Exchange plc's main market for listed securities (the "Prospectus").  Copies of
the Prospectus will, following publication, be available from the Company's
registered office.


30 May 2007


                          Talvivaara Mining Company Ltd

                         ("Talvivaara" or the "Company")

           Announcement of Offer Price of 250 pence per Ordinary Share


Talvivaara today announces the successful pricing of its initial public offering
(the "IPO") to institutional and certain other investors in the UK and elsewhere
of Ordinary Shares on the main market of the London Stock Exchange (the
"Offer").  Talvivaara is a Finnish company which aims to become an
internationally significant base metals producer with its primary focus on
nickel and zinc using a technology known as bioheapleaching to extract metal out
of low grade ore.

The offer price has been set at 250 pence per Ordinary Share (the "Offer
Price").

* Based on the Offer Price, the market capitalisation of Talvivaara
  immediately following the Offer will be approximately #557 million.

* The Offer comprises 84.3 million new Ordinary Shares, representing
  approximately 37.8% of the approximately 222.9 million Ordinary Shares in issue
  following completion of the Offer (which total includes the issue of 48.8
  million new Ordinary Shares on conversion of convertible loan notes (the
  "Conversion Shares")).

* The Company intends to use the proceeds from the Offer for:
    *  Construction of general mine site infrastructure
    *  Preparation of the site for production
    *  Acquisition and/or lease of mining equipment
    *  Acquisition and installation of water management equipment
    *  Implementation and process engineering of the project
    *  Acquisition and construction of metals recovery plant
    *  General corporate purposes

* The Ordinary Shares in the Offer are being placed with a broad base of
  institutional investors following a roadshow across the UK, Finland and Sweden
  with certain directors of the Company and employees of the Company.
  Approximately 5.5 million Ordinary Shares comprised in the Offer are being
  issued to Varma Mutual Pension Insurance Company ("Varma") and Suomen
  Tellisuussijoitus Oy ("Tesi") pursuant to a May 2007 bridge loan agreement.
  Approximately 10.9 million Ordinary Shares comprised in the Offer are being
  subscribed by Outokumpu Mining Ltd ("Outokumpu") pursuant to an option at a
  discount of 20 per cent. to the Offer Price. Outokumpu will hold 4.9% of the
  Ordinary Shares following the Offer and the issue of the Conversion Shares.

* Conditional dealings will commence on the London Stock Exchange at 8:
  00 am (London time) today under the ticker "TALV".

* It is expected that Admission of the Ordinary Shares to the Official
  List of the Financial Services Authority and to trading on the London Stock
  Exchange's market for listed securities will become effective, and unconditional
  dealings will commence, at 8:00 am (London time) on Friday, 1 June 2007.

* Directors of the Company (the "Directors"), employees and their
  related interests will continue to hold approximately 29.8% of the Ordinary
  Shares following the Offer and the issue of the Conversion Shares. The Directors
  have, save in limited circumstances, agreed to enter into lock-up arrangements
  for a total period of two years after Admission, under which they can dispose of
  up to 50% of all Ordinary Shares held by them after the first anniversary of
  Admission.  In addition, the Company's two executive Directors, being Pekka Pera
  and Saila Miettinen-Lahde, are permitted to dispose of Ordinary Shares of up to
  a value of Euro500,000 after the first six months following Admission.  Members of
  the Group's senior management have also agreed, save in limited circumstances,
  to enter into lock-up arrangements for a total period of two years under which
  they are permitted to dispose of their Ordinary Shares up to the value of
  Euro500,000 after the first six months following Admission, and further Ordinary
  Shares up to the value of Euro500,000 after the first anniversary of Admission.

Commenting on today's announcement, Pekka Pera, Chief Executive Officer of
Talvivaara said:

"Following completion of all other key preparatory stages for the development of
the Talvivaara project and after this successful IPO the Company now has in
place the equity capital to continue full scale development. As both the
Company's CEO and a significant shareholder, I look forward to working with all
of Talvivaara's IPO investors and shareholders over the coming years to deliver
value from this exciting project."


The following individuals have been appointed to the Board of Directors:


G. Edward Haslam                         Chairman of Board of Directors
Pekka Pera                               Chief Executive Officer
Saila Miettinen-Lahde                    Chief Financial Officer
Graham Titcombe                          Non Executive Director
Eileen Carr                              Non Executive Director
Eero Niiva                               Non Executive Director
Antti Aaltonen                           Non Executive Director


Any allocations under the Offer will be conditional on Admission.  All dealings
on the London Stock Exchange between commencement of conditional dealings and
the commencement of unconditional dealings will be on a "when issued" basis.  If
the Offer does not become unconditional, all such dealings will be of no effect
and any such dealings will be at the sole risk of the parties concerned.

JPMorgan Cazenove Limited is Sponsor, Sole Global Co-ordinator and Bookrunner
for the Offering. Nordea is Co-lead Manager.


ENQUIRIES

Talvivaara Mining Company Ltd                 Tel: +358 20 7129 800
Pekka Pera
Saila Miettinen-Lahde

JPMorgan Cazenove Limited                     Tel: +44 207 588 2828
Michael Rawlinson
Steve Baldwin
Neil Passmore

Merlin                                        Tel: +44 207 653 6620
David Simonson
Tom Randell


This announcement is for information only and does not constitute an invitation
to underwrite, subscribe or otherwise acquire or dispose of any ordinary shares
in the capital of the Company.

The contents of this announcement, which have been prepared by and are the sole
responsibility of the Company, have been approved solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000 by JPMorgan
Cazenove Limited of 20 Moorgate, London EC2R 6DA who are acting exclusively for
the Company and no one else in connection with the Offering.

JPMorgan Cazenove Limited will not regard any other person (whether or not a
recipient of this announcement) as its clients and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Offering, the contents of this
announcement or any transaction or arrangement referred to herein.

This announcement may not be distributed, directly or indirectly, in or into the
United States, Canada, Australia or Japan. This announcement does not constitute
or form part of an offer to sell or issue, or any solicitation of an offer to
buy or subscribe for, any securities referred to herein in the United States or
in any other jurisdiction. The Offering and the distribution of this
announcement and other information in connection with the Offering in certain
jurisdictions may be restricted by law and persons into whose possession any
document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.  This announcement does not amount to, nor should it be construed
as, an "offer to the public" in relation to South African residents.

The securities mentioned herein have not been, and will not be, registered under
the U.S. Securities Act of 1933 as amended (the "Securities Act"), and may not
be offered or sold in the United States (as such term is defined in Regulation S
under the Securities Act) unless they are registered under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act. No public offer of the ordinary shares is being made in the United States
or elsewhere.

The price and value of securities may go up as well as down. Persons needing
advice should contact a professional adviser.







                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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