Endomines decides on re-domiciliation from Sweden to Finland through a cross -border down-stream merger

Endomines AB, Stock Exchange Release 3 June 2021 at 16:15 CEST

Today, Endomines AB (publ) has signed a merger plan concerning re-domiciliation of the company from Sweden to Finland.

The transaction will be carried out as a cross-border down-stream merger, whereby the currently listed parent company Endomines AB (publ) (“Endomines”) merges into a newly established wholly-owned subsidiary, Endomines Finland Oyj (“Endomines Finland”), which will continue as the surviving company (the “Merger”).  The business operations, assets, liabilities and employees of Endomines remain unaffected by the re-domiciliation.

As communicated by Endomines through press releases in 2019 and 2020, Endomines has for a long time been evaluating the possibilities to carry out a cross-border merger to transfer the parent company’s domicile from Sweden to Finland. The board considers such re-domiciliation to be beneficial to the company and its shareholders and considers now to be a good time to carry out the Merger. Endomines’ structure and the large number of shareholders domiciled in Finland means that the existing national regulatory frameworks do not fully accommodate Endomines’ operating model or benefit its shareholders. With the merged company as a Finnish public company with its shares listed on Nasdaq Helsinki and Nasdaq Stockholm, the merged company would be subject to a regulatory framework more suited for the company, its operations and shareholders and that is also expected to decrease administrative complexity and reduce administrative costs and enhance efficiency. 

The change of domicile in brief

• The merger plan was approved and signed today by the board of directors of Endomines and Endomines Finland respectively. The Merger and the re-domiciliation are planned to become effective on or about 1 October 2021. The purpose is that Endomines continues as dual listed after the transaction by Endomines Finland being listed on Nasdaq Helsinki and Nasdaq Stockholm, with Nasdaq Helsinki as main listing.
• The merger plan is subject to approval of the general meeting of Endomines, which is planned to be held in mid-July 2021. The merger plan will be available at Endomines' website at least one month prior to the extraordinary shareholders meeting and the merger prospectus (see further information below) will be available approximately at least two weeks prior to the extraordinary shareholders meeting.

• The ownership structure of Endomines Finland after the Merger will be identical to Endomines’ ownership structure immediately before the Merger. In the Merger, Endomines’ shareholders will thus receive one new share in Endomines Finland for each share held in Endomines. Similarly, holders of special rights in Endomines, such as warrants and/or convertibles, will receive warrants and/or convertibles of corresponding rights in Endomines Finland.
• In relation to assets, liabilities and employees of Endomines, those will be transferred to Endomines Finland in the Merger through general succession.

Endomines Finland has today filed a prospectus for the cross-border Merger with the Finnish Financial Supervisory Authority and will publish the prospectus once it has been approved. It is expected that the prospectus will be published on or about 2 July 2021 at which point it will also be passported into Sweden.

“Endomines ownership base has during the last years shifted increasingly from Sweden to Finland; this combined with the increasing regulatory requirements contributes to that it is favourable to streamline Endomines AB (publ) current corporate structure. This change will have limited effect on current shareholders as Endomines will continue to be listed both on the Nasdaq Helsinki and Nasdaq Stockholm stock exchanges”, says Ingmar Haga, Chairman of the Board.   

Advisors

Borenius Attorneys Ltd and Advokatfirman Cederquist KB are, respectively, Finnish and Swedish legal advisors to Endomines in connection with the Merger, in Finland and Sweden respectively.

For further information, please contact:

Marcus Ahlström, Interim CEO and CFO, +358 50 544 68 14, marcus.ahlstrom@endomines.com

Ingmar Haga, Chairman, +358 40 700 35 18, ingmar.haga@endomines.com

About Endomines
Endomines is a mining and exploration company with its primary focus on gold. The Company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA and Finland. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.

The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).