Extraordinary General Meeting of Endomines AB (publ) on 17 December 2015
The Extraordinary General Meeting (the “EGM”) of shareholders of Endomines AB (publ) was held on 17 December 2015.
Amendment of articles of association
To enable the reduction of the share capital resolved on below, the EGM resolved to adopt new articles of association, where the limits of the share capital in § 4 in the articles of association were amended.
Reduction of the share capital
The EGM resolved to reduce the share capital with SEK 196,617,656.25, without redemption of shares, whereby the quota value of the shares reduces from SEK 1.00 to SEK 0.25. The reduction amount shall be transferred to a fund to be used pursuant to a resolution by the general meeting.
Amendment of articles of association
To enable the resolution by the Board of Directors on a rights issue of shares, which has been approved by the EGM in accordance with the below, the EGM resolved to adopt new articles of association, where the limits of the share capital as well as the limits regarding the number of shares in § 4 and § 5 in the articles of association were amended.
Approval of the resolution by the Board of Directors on rights issue of shares
The EGM resolved to approve the resolution by the Board of Directors as of 16 November 2015 on a rights issue of a maximum of 786,470,625 shares, whereby the share capital would increase with a maximum of SEK 196,617,656.25. The following terms and conditions apply to the rights issue:
Right to subscription
Shareholders of the company who are registered as shareholders on the record date for the rights issue, 21 December 2015, have pre-emption right to subscribe for shares, whereby such shareholders for each on the record date held share entitles to three (3) subscription rights. To subscribe for one (1) share with such subscription right, one (1) subscription right is required.
Subscription price, subscription and payment
The subscription price amounts to SEK 0.09 per share. The subscription price converted into EUR, for the shareholders who have their shares registered in Finland, will be announced in the prospectus for the rights issue, which is estimated to be made public on 23 December 2015. Subscription of shares shall take place during the period 11-25 January 2015. Shares which are subscribed for by exercising subscription rights are subscribed for through payment and shares which are subscribed for without subscription rights are subscribed for on a special subscription form and shall be paid no later than three business days following notification of allotment. The Board of Directors is entitled to extend the subscription period and the payment date.
Dividend
The new shares in the company entitle to dividend on the record day for the dividend that is resolved upon immediately following the registration of the rights issue.
Transfer from non-restricted equity to share capital
Since the subscription price in the rights issue corresponds to SEK 0.09 per subscribed share, which is below the quota value of the share, the difference between the subscription price and the quota value shall, in accordance with the Swedish Companies Act (2005:551), be covered through a transfer to the share capital from the company’s non-restricted equity so that the share capital, through the rights issue and transfer from the non-restricted equity, in total is increased with an amount corresponding to the quota value for each subscribed, allotted and paid share. This means that a maximum of SEK 125,835,300 may be transferred from the company’s non-restricted equity to the share capital.
Bonus issue
The EGM resolved on a bonus issue whereby the share capital of the company is increased with SEK 176,955,890.75 by the transfer of funds from non-restricted equity. The bonus issue is effected without issuance of new shares.
Reduction of the share capital
The EGM resolved to reduce the share capital with a maximum of SEK 176,955,890.75, without retirement of shares, for transfer to a fund to be used pursuant to a resolution by the general meeting. The amount of the reduction shall be determined to an amount in SEK corresponding to the amount of the increase of the share capital in accordance with the resolutions on the rights issue of shares and the bonus issue in accordance with the above, deducted with the amount of the reduction in accordance with the resolution above.
In the event the amount of the reduction of the share capital corresponds to the amount which the share capital shall be increased with by the bonus issue, the resolutions on the reduction of the share capital and the bonus issue shall not be submitted to the Swedish Companies Registration Office for registration.
For further information please contact:
Markus Ekberg, CEO of Endomines AB, tel. +358 40 706 48 50
Staffan Simberg, Chairman of the Board of Endomines AB, tel. +358 50 020 92 16
About Endomines
Endomines conducts exploration and mining business along the 40 kilometer long Karelian Gold Line. Through various regulatory approvals, Endomines controls the exploration rights to this entire area.
The Company’s first mine, Pampalo, started in February 2011. During 2014, Endomines initiated the production of ore from the mine in Rämepuro. The ore from satellite mines will be processed in the centrally located mill at Pampalo.
The Company’s operations are based on sustainable principles and on minimizing the impact on the environment.
Endomines applies SveMin's & FinnMin's respective rules for reporting for public mining & exploration companies. The Company has chosen to report mineral resources and ore reserves according to the JORC-code, which is the internationally accepted Australasian code for reporting ore reserves and mineral resources.
Endomines vision is to participate in the future structural transformation and consolidation of the Nordic mining industry. The Company may therefore be involved in acquisitions of interesting deposits or companies, should such opportunities arise.
The shares of Endomines AB are quoted on Nasdaq Stockholm under ticker ENDO and on Nasdaq Helsinki under ticker ENDOM. The Liquidity Provider in both Stockholm and Helsinki is Erik Penser Bankaktiebolag.
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Endomines AB discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 0830 CET on 18 December 2015.
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