TIDMTALV 
 
Stock Exchange Release 
Talvivaara Mining Company Plc 
8 March 2013 
 
 
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. 
 
 Resolutions of Extraordinary General Meeting of Talvivaara Mining Company Plc 
 
 
An   Extraordinary  General  Meeting  of  Talvivaara  Mining  Company  Plc  (the 
"Company")  has on 8 March 2013 resolved to approve the proposal by the Board of 
Directors  to authorise the  Board of Directors  to undertake a  share issue for 
consideration  pursuant to the shareholders' pre-emptive subscription right. The 
Board  of  Directors  has  the  right  to  decide  upon  the offering to parties 
determined  by the Board of Directors of any shares that may remain unsubscribed 
for  pursuant  to  the  shareholders'  pre-emptive subscription right. A maximum 
number  of 26,000,000,000 new shares can be issued in the share issue. The Board 
of  Directors  is  authorised  to  determine  the subscription price for the new 
shares  and the other terms and conditions of the share issue. The authorisation 
of the Board of Directors to issue shares is valid until 31 December 2013. 
 
In  addition, the Extraordinary  General Meeting of  the Company has resolved to 
approve  the proposal of the Board of Directors to grant an authorisation to the 
Board  of  Directors  to  decide  on  the  issue of up to 600,000,000 new shares 
through  one  or  several  share  issues  and/or  by  granting of special rights 
entitling  to shares,  as referred  to in  Chapter 10, Section 1, of the Finnish 
Companies  Act in order  to carry out  an adjustment of  the conversion price in 
accordance with the terms and conditions of the convertible bonds of the Company 
due  2013 resulting from the  share issue. The  authorisation is valid until 31 
December  2013. The use of the authorisation  is conditional upon the completion 
of the share issue. 
 
 
 
ENQUIRIES 
Talvivaara Mining Company Plc +358 20 712 9800 
Pekka Perä CEO 
Saila Miettinen-Lähde, Deputy CEO and CFO 
 
 
 
 
Talvivaara Mining Company Plc 
 
Talvivaara Mining Company is an internationally significant base metals producer 
with  its  primary  focus  on  nickel  and  zinc  using  a  technology  known as 
bioheapleaching  to extract metals out  of ore. Bioheapleaching makes extraction 
of  metals  from  low  grade  ore  economically  viable. The Talvivaara deposits 
comprise  one of the largest known sulphide  nickel resources in Europe. The ore 
body  is  estimated  to  support  anticipated  production  for  several decades. 
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main 
output  of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc 
streaming  agreement with Nyrstar  NV. Talvivaara is  listed on the London Stock 
Exchange  Main Market and NASDAQ OMX  Helsinki. Further information can be found 
at www.talvivaara.com. 
 
 
 
DISCLAIMER 
 
This  announcement is an advertisement and not a prospectus and investors should 
not  subscribe for  or purchase  any shares  or securities  referred to  in this 
announcement  except on  the basis  of information  in the applicable prospectus 
which,  subject to  approval from  the Finnish  Financial Supervisory Authority, 
which  are expected to be published by  Talvivaara in connection with the rights 
issue. Copies of the prospectus will, following publication and distribution, be 
available  from  Talvivaara's  registered  office.  Nothing in this announcement 
should be interpreted as a term or condition of the rights 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  issue,  exercise  or  sale  of  securities  in  the offering are subject to 
specific  legal or regulatory restrictions  in certain jurisdictions. Talvivaara 
assumes  no responsibility in  the event there  is a violation  by any person of 
such restrictions. 
 
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  and the United 
Kingdom.  With respect to each Member State  of the European Economic Area other 
than  Finland and  the United  Kingdom 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 includes forward-looking statements within the meaning of the 
securities  laws  of  certain  applicable  jurisdictions.  These forward-looking 
statements include, but are not limited to, all statements other than statements 
of   historical  facts  contained  in  this  communication,  including,  without 
limitation,  those regarding Talvivaara's strategy, plans, objectives, goals and 
targets.  By their nature, forward looking  statements involve known and unknown 
risks,  uncertainties and other factors because they relate to events and depend 
on  circumstances that may or  may not occur in  the future. Talvivaara cautions 
you that forward-looking statements are not guarantees of future performance and 
are  based on  numerous assumptions  and that  its actual results of operations, 
including its financial condition and liquidity, may differ materially from (and 
be  significantly  more  negative  than)  those  made  in,  or suggested by, the 
forward-looking  statements contained in this communication. In particular, this 
communication includes forward-looking statements relating to Talvivaara's plans 
to address the recent operational challenges faced by Talvivaara. Such estimates 
are  based on  a number  of assumptions  that are,  in turn,  based on currently 
available  information and judgments  based on such  information. However, these 
assumptions   are  inherently  uncertain  and  subject  to  a  wide  variety  of 
significant  operational and regulatory risks and uncertainties that could cause 
the  actual  outcome  of  Talvivaara's  actions  to materially differ from those 
anticipated. 
 
No  statement in this announcement is intended  as a profit forecast or a profit 
estimate  and no  statement in  this announcement  should be interpreted to mean 
that  earnings  per  share  for  the  current  or  future  financial years would 
necessarily  match or exceed the historical published earnings per share. Prices 
and values of, and income from, shares may go down as well as up and an investor 
may  not get back the amount invested.  It should be noted that past performance 
is  no guide  to future  performance. Persons  needing advice  should consult an 
independent financial adviser. 
 
J.P.  Morgan Securities  plc, which  is authorised  and regulated  in the United 
Kingdom  by  the  Financial  Services  Authority,  is acting as sole sponsor for 
Talvivaara  and no  one else  in connection  with the  rights issue and will not 
regard  any other person (whether or not  a recipient of this announcement) as a 
client  in relation to  the rights issue  and will not  be responsible to anyone 
other  than Talvivaara for providing the  protections afforded to its clients or 
for  giving advice  in connection  with the  rights issue,  the contents of this 
announcement   and   the   accompanying  documents  or  any  other  transaction, 
arrangement or matter referred to herein or therein. 
 
Each  of Nordea Bank  Finland Plc, Merrill  Lynch International, BNP PARIBAS and 
Danske  Bank A/S Helsinki Branch is acting exclusively for Talvivaara and for no 
one  else in  connection with  the rights  issue and  will not  regard any other 
person (whether or not a recipient of this announcement) as a client in relation 
to  the rights issue and will not be responsible to anyone other than Talvivaara 
for  providing  the  protections  afforded  to  their  respective clients or for 
providing  advice in connection with the  rights issue or any other transaction, 
arrangement or matter referred to herein. 
 
This  announcement  should  not  be  considered  a recommendation by any of J.P. 
Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch International, BNP 
PARIBAS or Danske Bank A/S Helsinki Branch or any of their respective directors, 
officers,  employees, advisers or any of their respective affiliates in relation 
to any purchase of or subscription for securities. 
 
No  representation or warranty, express or implied,  is given by or on behalf of 
any  of  J.P.  Morgan  Securities  plc,  Nordea  Bank Finland Plc, Merrill Lynch 
International,  BNP PARIBAS or Danske  Bank A/S Helsinki Branch  or any of their 
respective  directors, officers, employees, advisers  or any of their respective 
affiliates  or any  other person  as to  the accuracy,  fairness, sufficiency or 
completeness of the information or the opinions or the beliefs contained in this 
announcement (or any part hereof). 
 
None  of the information  contained in this  announcement has been independently 
verified  or approved by any of J.P.  Morgan Securities plc, Nordea Bank Finland 
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch 
or  any of their  respective directors, officers,  employees, advisers or any of 
their respective affiliates. Save in the case of fraud, no liability is accepted 
by  any of J.P.  Morgan Securities plc,  Nordea Bank Finland  Plc, Merrill Lynch 
International,  BNP PARIBAS or Danske  Bank A/S Helsinki Branch  or any of their 
respective  directors, officers, employees, advisers  or any of their respective 
affiliates  for any  errors, omissions  or inaccuracies  in such  information or 
opinions or for any loss, cost or damage suffered or incurred howsoever arising, 
directly  or indirectly, from  any use of  this announcement or  its contents or 
otherwise in connection with this announcement. 
 
No  person  has  been  authorised  to  give  any  information  or  to  make  any 
representations other than those contained in this announcement and, if given or 
made,  such information or representations must not  be relied on as having been 
authorised by Talvivaara, any of J.P. Morgan Securities plc, Nordea Bank Finland 
Plc, Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch 
or  any other person. Subject to applicable  rules and regulations, the issue of 
this  announcement shall not, in any  circumstances, create any implication that 
there  has been no change  in the affairs of  Talvivaara and its group since the 
date  of this announcement  or that the  information in it  is correct as at any 
subsequent date. 
 
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. 
 
Neither  the  content  of  Talvivaara's  website  (or any other website) nor the 
content  of any website  accessible from hyperlinks  on Talvivaara's website (or 
any other website) is incorporated into, or forms part of, this announcement. 
 
Resolutions of EGM of Talvivaara Mining Co Plc 8.3.13: 
http://hugin.info/136227/R/1683977/551276.pdf 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE 
[HUG#1683977]
Talvivaara (LSE:TALV)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Talvivaara Charts.
Talvivaara (LSE:TALV)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Talvivaara Charts.