Endomines' re-domiciliation is completed and the Board of Directors of Endomines Finland has approved the subscriptions made in the Personnel Offering
Endomines AB (publ), Stock Exchange Release 16 December 2022, 13.30 CET.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
As of today, 16 December 2022, Endomines is domiciled in Finland, following the execution of the cross-border downstream merger between Endomines AB (publ) (“Endomines AB”) and Endomines Finland Plc (“Endomines Finland” or “Endomines”). As a result, the former parent company Endomines AB has been dissolved, and all its assets and liabilities have been transferred to Endomines Finland. Furthermore, 6,679,959 shares of Endomines Finland have been issued to the former shareholders of Endomines AB as merger consideration. Further, the Board of Directors of Endomines Finland has today approved the subscriptions made in the offering to its permanent employees in Finland as well as members of Endomines Finland's Management and Board of Directors (the "Personnel Offering") that were made in connection with Endomines Finland's offering of shares (the "Offering"), the results of which were announced on 13 December 2022.
The cross-border downstream merger effectuating the re-domiciliation of the parent company of the Endomines Group to Finland has today been completed as a result of the final registration of the cross-border merger’s execution with the trade register kept by the Finnish Patent and Registration Office (the “Trade Register”).
As an effect of the completion of the cross-border merger, Endomines AB has been dissolved and all assets and liabilities of Endomines AB have been transferred to Endomines Finland. Furthermore, 6,679,959 new shares in Endomines Finland have been issued as merger consideration to the former shareholders of Endomines AB.
As previously has been announced, Endomines Finland has obtained approval from Nasdaq Helsinki for admission to trading on the main list of Nasdaq Helsinki. The first day of trading in Endomines Finland's shares on Nasdaq Helsinki is expected to be 20 December 2022.
The Board of Directors of Endomines Finland has today approved the subscriptions made in the Personnel Offering that was made in connection with the Offering, the results of which were announced on 13 December 2022. 8 544 new shares of Endomines Finland are issued in the Personnel Offering. The new shares will confer a right to dividends and other shareholder rights from their registration with the Trade Register. The new shares will be entered in the book-entry system maintained by Euroclear Finland Oy and are registered in the book-entry accounts of the investors, on or about 19 December 2022. As a results of the issuance of the merger consideration shares and Offering shares, the total amount of shares in Endomines Finland will increase to a total of 9 287 959 shares.
For further information, please contact:
Mikko Sopanen, CFO, mikko.sopanen@endomines.com, +358 50 434 7439
This information was submitted for publication through the contact person set out above on
16 December 2022 at 13.30 CET.
About Endomines
Endomines is a mining and exploration company with its primary focus on gold. Endomines is engaged in mining operations at the Pampalo mine in Ilomantsi, and in exploration activities along the Karelian Gold Line in Eastern Finland. Endomines also owns rights to several gold deposits in Idaho and Montana, US, where Endomines aims to continue the development work through partnership agreements.
IMPORTANT INFORMATION
Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States. Endomines does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended, or to offer securities to the public in the United States.
The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. Endomines or ACF assume 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 a solicitation of an offer to purchase or subscribe, 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 document refers, unless they do so on the basis of the information contained in the prospectus that Endomines Finland has published and that is kept available at, inter alia, Endomines' website.
Endomines has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland and Sweden. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland and Sweden and which applies the Prospectus Regulation (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 fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.
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 document or any of its contents.
A prospectus regarding the Offering described in this press release has been registered with the Finnish Financial Supervisory Authority and is kept available at, inter alia, Endomines' website.
An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.
FORWARD-LOOKING STATEMENTS
Certain statements in this release are “forward-looking statements.” Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, Endomines' competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes,” “intends,” “may,” “will” or “should” or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, Endomines does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.
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