Resolutions from Extraordinary General Meeting of Endomines AB (publ) on 26 September 2022
Endomines AB (publ), press release 26 September 2022 13:00 CEST
An Extraordinary General Meeting of shareholders (the “EGM”) of Endomines AB (publ) (the "Company") was held on 26 September 2022. Pursuant to temporary legislation, the EGM was carried out through postal voting only.
Reverse share split and amendment to the articles of association
The EGM resolved on a reverse share split and amendment of the limits for the number of shares in the articles of association. The reverse share split will be carried out by forty (40) existing shares consolidating into one (1) share (Sw: Sammanläggning 1:40). If a shareholder's holding of shares does not correspond to a full number of shares, the excessive shares will pass to the Company at the record date of the reverse share split. Excessive share will thereafter be sold by the Company at the Company's expense, whereby concerned shareholders will receive their part of the sales proceeds. The EGM also resolved to authorize the Board of Directors to determine the record date for the reverse share split. Following the reverse share split, the number of shares in the Company will decrease from 267,198,378 to 6,679,959. The reverse share split will result in a change of the share's quota value from SEK 2 to approximately SEK 80. The resolution to amend the limits of the number of shares in the articles of association means that the number of shares shall be not less than 6,000,000 and not more than 24,000,000 (previously not less than 100,000,000 and not more than 400,000,000).
Approval of merger plan between Endomines AB (publ) and Endomines Finland Oyj
The EGM resolved to approve the cross-border downstream merger between 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 18 August 2022 and was subsequently registered with, and publicly announced by, the Swedish Companies Registration Office. As a result of the merger, Endomines Finland will be the new parent company of the Endomines Group. Through the merger, 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 shares in Endomines Finland that will be paid as merger consideration, will be admitted to trading 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 (publ) will be dissolved. This is expected to occur on or about 16 December 2022.
For additional information, please contact:
Mikko Sopanen, CFO, mikko.sopanen@endomines.com, +358 50 434 7439
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. 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).
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