Resolutions from Extraordinary General Meeting of Endomines AB (publ) on 19 July 2021
Endomines AB, Stock Exchange Release 19 July 2021 at 11:15 CEST
The Extraordinary General Meeting (the “EGM”) of the shareholders of Endomines AB (publ) was held on 19 July 2021.
Approval of merger plan between Endomines AB (publ) and Endomines Finland Oyj
The EGM resolved to approve the cross-border down-stream merger between Endomines AB (publ) (the “Company”), as transferor company, and Endomines Finland Oyj (a wholly-owned subsidiary of Endomines AB (publ)) (“Endomines Finland”), as transferee company, in accordance with the merger plan prepared jointly by the companies. The merger plan was signed by the Board of Directors of each of the companies on 3 June 2021 and was subsequently registered with, and publicly announced by, the Swedish Companies Registration Office and the Finnish Patent and Registration Office, respectively. As a result of the merger, Endomines Finland will be the new parent company of the Endomines Group. By this, the Endomines Group's registered office will be transferred to Espoo, Finland.
As follows from the merger plan, the shareholders of the Company will receive one (1) new share in Endomines Finland for each share owned in the Company as merger consideration. The merger consideration will be paid automatically, and no actions are required from the Company’s shareholders in relation thereto. The shares in Endomines Finland that will be paid as merger consideration, will be admitted to trading on Nasdaq Helsinki and Nasdaq Stockholm, with main listing on Nasdaq Helsinki. In connection with this, trading in the Company’s shares on Nasdaq Stockholm and Nasdaq Helsinki will cease. When the final conditions for the merger have been fulfilled, including that the Finnish Patent and Registration Office has registered the merger in the Finnish trade register, the legal consequences of the merger will enter into force and Endomines AB will be dissolved. This is expected to occur on or about 1 October 2021.
As Euroclear Sweden have recently decided to remove the possibility of directly affiliating foreign shares, shareholders with VP/depositary accounts registered with Euroclear Sweden will likely receive depository receipts in Endomines Finland instead of shares in connection with the merger. The company will provide more information on the practical handling of this as soon as possible.
Marcus Ahlström, interim CEO and CFO, +358 50 544 68 14, firstname.lastname@example.org
This information was submitted for publication through the contact person set out above at 11:15 CEST on 19 July 2021.
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).