SOTKAMO SILVER AB: ANNOUNCEMENT OF INTENTION TO CARRY OUT A DIRECTED NEW SHARE ISSUE
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Press release: Stockholm, March 22, 2021, 17:50 CET
Sotkamo Silver AB (publ) (“Sotkamo Silver” or the “Company”) hereby announces its intention to carry out a directed new share issue of approximately 6 million shares, to Swedish and international institutional and professional investors (the “Directed New Share Issue”). The Directed New Share Issue is expected to raise approximately MSEK 15 – 20. The Company has retained Stockholm Corporate Finance as Sole Bookrunner for the Share Issue.
The Directed New Share Issue
The Directed New Share Issue is intended to be implemented with deviation from the shareholders’ pre-emption rights and to be based on the authorization granted by the annual general meeting held on April 2, 2020. The subscription price and the total number of new shares in the Directed New Share Issue will be determined through an accelerated book building procedure and will commence immediately following the announcement of this press release. The amount of shares that will be executed in the Directed New Share Issue amounts to approximately 6 million shares.
Pricing and allocation of the new shares are expected to take place before the commencement of trading on NGM Main Regulated and Nasdaq Helsinki, respectively, at 09:00 CET on March 23, 2021. The timing of the closing of the book building process, pricing and allocation are decided by the Company, which may also at any time decide to suspend, shorten or extend as well as to refrain in whole or in part from carrying out the Directed New Share Issue. The Company will announce the outcome of the Directed New Share Issue in a subsequent press release after the closing of the book building.
The proceeds from the Directed New Share Issue will be used to finance the Company’s development of the Sotkamo silver mine, aiming to extend the mine’s production life with 4 – 5 years.
The reasons to deviate from the shareholder’s pre-emption rights is to ensure the most time and cost-effective financing of the Company’s development of the mine as well as further diversify the shareholder base with Swedish and international professional investors. The board of directors’ assessment is that the subscription price in the Directed New Share Issue will be in accordance with market conditions since it will be determined through an accelerated book building procedure.
Advisers
In conjunction with the Directed New Share Issue, the Company has engaged Stockholm Corporate Finance as Sole Manager and Bookrunner. Advokatfirman Schjødt acts as Swedish legal adviser to the Company and Hagberg & Aneborn Fondkommission AB is the issuing agent in connection with the Directed New Share Issue.
Contact person
Erkki Kuronen, CEO, tel. +358 50 599 3539
This information is information that Sotkamo Silver AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above on March 22, 2021, at 17:50 CET.
The official Stock Exchange Releases are given in Swedish and there may be differences in the translated versions. In case of differences, the Swedish version applies.
About Sotkamo Silver AB
Sotkamo Silver´s business concept is to develop mineral deposits in the Nordic countries with regards to human society and environment. Sotkamo Silver owns through its subsidiary the Silver Mine in Sotkamo which started production in March 2019 and has reached full production capacity. In addition, the Company holds exploration rights to precious and base metal deposits in Finland.
Sotkamo Silver applies SveMin's & FinnMin's own rules of reporting for public mining & exploration companies. Sotkamo Silver has chosen to publish mineral resources and ore reserves according to the internationally accepted JORC or NI 43-101 code. The company applies International Financial Reporting Standards (IFRS) as approved by the European Union.
The ticker symbol is SOSI on NGM Main Regulated Equity in Stockholm and SOSI1 on Nasdaq Helsinki.
ISIN-code for Sotkamo Silver shares is SE0001057910.
Legal Entity Identifier (LEI): 213800R2TQW1OZGYDX93
Read more about Sotkamo Silver on www.silver.fi
The Company's press releases, and financial reports are distributed via Cision Sverige and are available on www.silver.fi
About Stockholm Corporate Finance
Stockholm Corporate Finance is a Swedish, independent and privately-owned financial advisor which offers financial advisory by taking transaction activities, acting in an advisory capacity and assisting with transaction process implementation, working closely with the owners, board members and management in listed and privately held companies. Stockholm Corporate Finance is the exclusive Swedish partner in the global network M&A Worldwide, which consists of 49 M&A advisors and investment banks in 36 countries. SCF is under the supervision of the Swedish Financial Supervisory Authority, Finansinpektionen, and is also a member of the industry-organization SwedSec Licensiering AB.
For more information: www.stockholmcorp.se
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. This press release is not a prospectus for the purposes of the Prospectus Directive and has not been approved by any regulatory authority in any jurisdiction. Sotkamo Silver has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed New Share Issue.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Sotkamo Silver have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Sotkamo Silver may decline and investors could lose all or part of their investment; the shares in Sotkamo Silver offer no guaranteed income and no capital protection; and an investment in the shares in Sotkamo Silver is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed New Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Sotkamo Silver.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Sotkamo Silver and determining appropriate distribution channels.
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