Talvivaara Mining Company Plc: Final results of the rights offering

Stock Exchange Release
Talvivaara Mining Company Plc
15 April 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.

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
(AND ANY SUPPLEMENTARY PROSPECTUS) PUBLISHED BY TALVIVAARA IN CONNECTION WITH
THE OFFERING. COPIES OF THE PROSPECTUS (AND ANY SUPPLEMENTARY PROSPECTUS) ARE,
OR WILL BE, AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.

Talvivaara Mining Company Plc
Final results of the rights offering

·                     Rights offering oversubscribed
·                     Gross proceeds of approximately EUR 261 million
·                     Total number of shares in Talvivaara Mining Company Plc to
increase to 1,906,167,480 shares
·                     Due to oversubscription, the underwriting was not utilised

The Board of Directors of Talvivaara Mining Company Plc ("Talvivaara") has today
approved all subscriptions made pursuant to subscription rights.

All 1,633,857,840 new shares offered in Talvivaara's rights offering (the "Offer
Shares") were subscribed for. A total of 1,419,673,290 shares were subscribed
for pursuant to subscription rights, representing 86.9% of all the Offer Shares.
Taking into account subscriptions received without subscription rights in the
secondary subscription, the rights offering was oversubscribed. The Offer Shares
subscribed for without subscription rights have been allocated to subscribers in
proportion to the number of subscription rights exercised for subscription of
the Offer Shares. The underwriting provided by J.P. Morgan Securities plc,
Nordea Bank Finland Plc, BofA Merrill Lynch, BNP PARIBAS and Danske Bank A/S,
Helsinki Branch was not utilised.

Talvivaara will confirm allocations of subscriptions for Offer Shares subscribed
for without subscription rights (secondary subscription) by mail. In accordance
with the terms and conditions of the rights offering, the subscription price
paid for the unallocated Offer Shares will be refunded to such subscribers on or
about 17 April 2013.

The subscription price was EUR 0.16 per Offer Share and Talvivaara raised gross
proceeds of approximately EUR 261 million through the rights offering. As a
result of the rights offering, the total number of shares in Talvivaara will
increase to 1,906,167,480 shares. The Offer Shares will carry the right to
receive dividends and other distributions of funds, if any, and other
shareholder rights in Talvivaara as of the registration of the Offer Shares with
the Finnish Trade Register, on or about 16 April 2013.

Trading in interim shares and the CREST depositary interest ("CDIs")
representing the interim shares representing the Offer Shares subscribed for
pursuant to subscription rights commenced on 8 April 2013 on the official list
of NASDAQ OMX Helsinki Ltd (trading symbol TLV1VN0113) and on the main market
for listed securities of London Stock Exchange plc (trading symbol TALI). The
interim shares will be combined with the ordinary shares of Talvivaara (TLV1V)
when the Offer Shares have been registered with the Finnish Trade Register,
expected to occur on or about 16 April 2013. Trading in the Offer Shares will
commence on the official list of NASDAQ OMX Helsinki Ltd and on the main market
for listed securities of London Stock Exchange plc on or about 17 April 2013.
The allocated Offer Shares subscribed for without subscription rights will be
recorded on the subscriber's book-entry account directly as shares on or about
16 April 2013. Subscribers who subscribed for Offer Shares in the form of new
CDIs are expected to have the new CDIs credited to their CREST accounts on or
about 17 April 2013.

J.P. Morgan Securities plc and Nordea Bank Finland Plc acted as Joint Global
Coordinators for the rights offering. BofA Merrill Lynch, BNP PARIBAS and Danske
Bank A/S, Helsinki Branch acted, together with Joint Global Coordinators, as
Joint Bookrunners.

Adjustment to the Conversion Price of the Convertible Bonds due 2013 and 2015

As the rights offering was subscribed in full, the Board of Directors of
Talvivaara has today, on 15 April 2013, confirmed the adjustments made on 8
March 2013 to the conversion price of the convertible bonds due 2013 and 2015 to
the effect that the new conversion prices are GBP 1.59 (EUR 2.00) and GBP 1.90
(EUR 2.26), respectively. The Board of Directors confirmed today that the
maximum number of shares that can be subscribed for pursuant to the convertible
bonds due 2013 is increased to 38,537,673 shares and the maximum number of
shares that can be subscribed for pursuant to the convertible bonds due 2015 is
increased to 98,617,935 shares. The increases in the maximum number of shares
that can be subscribed for pursuant to the conversion of the convertible bonds
are expected to be registered with the Finnish Trade Register on or about 17
April 2013.

Adjustment of the terms and conditions of the 2007 and 2011 stock options

As a consequence of the rights offering, the Board of Directors of Talvivaara
has today, on 15 April 2013, also confirmed the adjustments made on 8 March
2013 to Talvivaara's 2007 and 2011 stock options. The subscription price for
stock options 2007C is adjusted to GBP 0.5110 per share and the number of shares
that can be subscribed for through the exercise of the stock options 2007C will
increase by 13,998,600 shares. The subscription price for stock options 2011B
will be adjusted to EUR 0.5935 per share and the number of shares that can be
subscribed for through the exercise of the stock options 2011B will increase by
9,000,000 shares and the number of shares that can be subscribed for through the
exercise of the stock options 2011C will increase by 9,000,000 shares. The
resolution to adjust the share subscription price of the stock options 2007B and
to increase the number of shares that may be subscribed for through the exercise
of the stock options was not confirmed because the share subscription period of
the stock options 2007B ended on 31 March 2013.

The foregoing adjustments to the terms and conditions of the 2007 and 2011 stock
options due to the rights offering will be in force as of their registration
with the Finnish Trade Register on or about 17 April 2013.

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
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
(and any supplementary prospectus) published by Talvivaara in connection with
the Offering. Copies of the prospectus (and any supplementary prospectus) are,
or will be, available from Talvivaara's registered office. Nothing in this
announcement should be interpreted as a term or condition of the Offering.

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. None of
Talvivaara J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill Lynch
International, BNP PARIBAS and Danske Bank A/S Helsinki Branch assume any
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 Offering and will not regard
any other person (whether or not a recipient of this announcement) as a client
in relation to the Offering 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 Offering, 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 Offering and will not regard any other person
(whether or not a recipient of this announcement) as a client in relation to the
Offering 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 Offering 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.


Talvivaara - Final results of the rights offering:
http://hugin.info/136227/R/1693075/556426.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#1693075]




Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716