Resolutions from Extraordinary General Meeting of Endomines AB (publ) on 4 January 2021
Endomines AB, Press Release 4 January 2021 at 15:00 CET
Endomines AB (publ) (the "Company" or "Endomines") has today, Monday 4 January 2021, held an Extraordinary General Meeting (the "EGM").
Rights issue
The EGM resolved to approve the Board of Directors' resolution from 30 November 2020 on a rights issue of approximately MSEK 281. In order to facilitate the completion of the rights issue, the EGM further resolved, in accordance with the Board of Directors' proposal, on reductions of the share capital and a bonus issue.
According to the terms and conditions for the rights issue the right to subscribe for shares with preferential rights shall belong to shareholders that are registered as shareholders in the company on the record date, 7 January 2021. Such shareholders have the right to receive one (1) subscription right for each share held on the record date. Seven (7) subscription rights entitle to subscription for six (6) new shares. The subscription price is SEK 2.50 per share which, in case of full subscription, will result in total issue proceeds of approximately MSEK 281, before transaction costs. The subscription period runs from and including 11 January 2021 up to and including 25 January 2021. The last day of trading in the Company's shares including the right to receive subscription rights in the rights issue is 4 January 2021 on Nasdaq Stockholm and 5 January 2021 on Nasdaq Helsinki.
Certain of the Company's current shareholders, Joensuun Kauppa ja Kone Oy, Mariatorp Oy, Wipunen varainhallinta Oy, K22 Finance Oy, Kari Heikki Ilmari Kakkonen and Ingmar Haga, have signed undertakings to subscribe for shares in the rights issue corresponding to approximately MSEK 58 in total, representing 21 percent of the rights issue. In addition, certain external guarantors, led by Formue Nord A/S, (the "Guarantors") have entered into guarantee undertakings for a total amount of MSEK 110, corresponding to 39 percent of the rights issue. The guarantee undertakings can only be utilised up to a total maximum subscription in the rights issue of MSEK 168. As compensation for the guarantee undertakings, the Guarantors are entitled to a total compensation of 10 percent of their respective guaranteed amount in cash, or 12 percent of their respective guaranteed amount in newly issued shares in the Company. Hence, in total up to MSEK 168, representing 60 percent of the total amount of the rights issue, is covered by subscription commitments and guarantee undertakings.
For further information on the rights issue, please refer to the press release published on 30 November 2020. Further information on the rights issue will also be included in the prospectus which is expected to be published on or about 7 January 2021.
Authorisations for the Board of Directors to resolve on directed issues
The EGM resolved, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to resolve on:
- directed share issues of a maximum of 5,280,000 shares in total, corresponding to a total of MSEK 13.2, by way of set-off of claims, to the Guarantors as payment for their guarantee undertakings, if the compensation to the Guarantors shall be paid in newly issued shares;
- directed share issues of a maximum of 20,000,000 shares in total, corresponding to a total of MSEK 50, to certain lenders, including Formue Nord A/S, that have provided bridge loans to the Company, against set-off of their claims on the Company; and
- directed share issues of a maximum of 4,483,409 shares in total, corresponding to a total of approximately MSEK 11.2, to Mariatorp Oy and Wipunen varainhallinta Oy against set-off of their claims on the Company.
Each authorisation may be used at one or several occasions during the period up until 26 February 2021. The subscription price shall be SEK 2.50 per share in issues resolved by use of the authorisations.
Contact person
Marcus Ahlström, Interim CEO and CFO, +358 50 544 68 14, marcus.ahlstrom@endomines.com
This information was submitted for publication through the contact person set out above at 15:00 CET on 4 January 2021.
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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