Outcome of directed share issue to noteholders

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER COUNTRY WHERE SUCH PUBLICATION, NOTICE OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE PREPARED OR REGISTERED OR REQUIRE ANY OTHER MEASURES TO BE TAKEN, IN ADDITION TO THE REQUIREMENTS UNDER SWEDISH LAW. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

Endomines AB, Stock Exchange Release 28 February 2022 at 8:30 CET

The Board of Directors of Endomines AB (publ) ("Endomines" or the "Company") announces the outcome of the new issue of shares to holders of the Company's issued and outstanding senior secured fixed-rate notes which was announced on 18 February 2022 (the "Directed Issue"). The Company has received applications from noteholders for subscription of 5,714,286 new shares in the Company, which corresponds to an amount of EUR 1,200,000 (corresponding to SEK 12,841,560¹). This means that 22,857,143 shares (corresponding to 80 percent of the Directed Issue) are subscribed for based on guarantee commitments. The Company will through the Directed Issue receive approximately EUR 6,000,000 (corresponding to SEK 64,207,800¹) before issue costs.

The subscription price in the Directed Issue of EUR 0.21 (corresponding to SEK 2.2472¹) corresponds to a discount of 7.32% compared to the volume-weighted average price (VWAP) on Nasdaq Helsinki and 6.73% compared to the volume-weighted average price (VWAP) on Nasdaq Stockholm during the period from 10 February to 24 February 2022. The subscription price was negotiated on an arms-lengths basis with the guarantors and is in the Board's assessment on market-terms.

As a result of the Directed Issue, the share capital of the Company will increase by SEK 57,142,858 to SEK 519,896,756 and the total number of outstanding shares and votes in the Company will increase by 28,571,429 to 259,948,378 shares and votes². The Directed Issue will entail a dilution of approximately 10.99 percent of the number of shares and votes in the Company based on the total number of shares and votes in Endomines after the Directed Issue².

Contact person

Mikko Sopanen, CFO, mikko.sopanen@endomines.com, +358 50 434 7439

This is information that Endomines AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). This information was submitted for publication through the contact person set out above at 8:30 CET on 28 February 2022.

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).

____________________

¹  Based on the Swedish central bank's (Sw. Sveriges Riksbank) official EUR/SEK rate of 10,7013 on 24 February 2022.
² Taking into account the new shares which will be issued as a result of conversion of convertible notes to new shares in the Company, as announced in a separate press release on 24 February 2022.

Important information

This press release is not and does not form a part of any offer for sale of securities. Copies of this communication may not be made in, and may not be distributed or sent into, Australia, Canada, Hong Kong, Japan, Singapore, South Africa, New Zealand, the United States, or any other jurisdiction in which distribution of this press release would be unlawful or would require registration or other measures. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state securities law. The Company does not intend to register any part of the Directed Issue in the United States or to conduct a public offering of shares in the United States.

The securities referred to herein have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, Singapore, South Africa or New Zealand and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Hong Kong, Japan, Singapore, South Africa or New Zealand. There will be no public offering of the securities described herein in Australia, Canada, Hong Kong, Japan, Singapore, South Africa or New Zealand.

This press release is not a prospectus for purposes of Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 and its delegated and implemented regulations (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any EEA Member State and no prospectus has been or will be prepared in connection with the directed new share issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the issued shares. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company or the new shares.