STOCKHOLM -- (BUSINESS WIRE) -- Regulatory News: The Extraordinary General Meeting (the “EGM”) of shareholders of Endomines AB
(publ) (STO:ENDO) (HEX:ENDOM) was held on 30 October 2014.
Amendment of articles of association
To enable the reduction of the share capital resolved on below, the EGM resolved to adopt new articles of association, whereby the limits of the share capital in § 4 in the articles of association is amended.
Reduction of the share capital
The EGM resolved to reduce the share capital with SEK 174,771,250, without redemption of shares, whereby the quota value of the shares is reduces from SEK 3.00 to SEK 1.00. The purpose with the reduction is for transfer to a fund to be used pursuant to a resolution adopted by the general meeting.
Amendment of articles of association
To enable the resolution by the Board of Directors on a rights issue of units, which has been approved by the EGM in accordance with the below, the EGM resolved to adopt new articles of association, whereby the limits of the share capital as well as the limits regarding the number of shares in § 4 respective § 5 in the articles of association are amended.
Approval of resolution by the Board of Directors on a rights issue of units
The EGM approve the resolution by the Board of Directors as per 29 September 2014 on a rights issue of units (“Units”) consisting of in total a maximum of 174,771,250 shares and in total a maximum of 174,771,250 warrants. The share capital of the company (upon full subscription and full exercise of warrants) may increase with a maximum of SEK 218,464,062, whereby SEK 174,771,250 relates to the new issue of shares and 43,692,812 relates to the new issue of warrants. The following terms and conditions apply to the rights issue:
Right to subscription
Shareholders of the company who are registered as shareholders on the record date for the rights issue, 6 November 2014, have pre-emption right to subscribe for Units, whereby one share entitles to one unit right. To subscribe for one Unit with unit rights, one unit right is required. One Unit consists of two shares and two warrants.
Subscription price, subscription and payment
The subscription price for each Unit is SEK 1.10, corresponding to SEK 0.55 for each newly issued share. The warrants are received without consideration. The subscription price converted into EUR, for the shareholders who have its shares registered in Finland, will be announced in the prospectus. Subscription of Units may take place during the period 12-28 November 2014. Units which are subscribed for by exercising unit rights are effected through payment and Units which are subscribed for without unit rights are made on a special subscription form. The Board of Directors is entitled to extend the subscription period and the payment date.
Special terms for shares
The new shares in the company entitle to dividend on the dividend record day that occurs immediately following the registration of the rights issue.
Special terms for warrants
Four warrants entitle the holder to subscribe for one new share in the company. The subscription price for the shares upon exercise of the warrants corresponds to 104 per cent of the quota value of the shares after the resolution on the reduction of the share capital in accordance with above, as well as the resolutions on the bonus issue and the reduction of the share capital in accordance with below, have been registered, rounded up to the nearest SEK 0.10. The warrants can be exercised for subscription of shares during eight periods during 2015 and 2016, as further specified in the complete terms and conditions for the warrants 2014/2016.
Transfer from non-restricted equity to share capital
Since the subscription price in the rights issue corresponds to SEK 0.55 per subscribed share, which is below the quota value of the share, the difference between the subscription price and the quota value shall be covered by a transfer from the company’s non-restricted equity so that the share capital, by the rights issue and transfer of non-restricted equity, in total is increased with an amount corresponding to the quota value for each subscribed, allotted and paid share. This means that a maximum of SEK 78,647,062.5 may be transferred from the company’s non-restricted equity to the share capital.
The EGM resolved on a bonus issue whereby the share capital of the company is increased with SEK 52,431,375 by the transfer of funds from non-restricted equity. The bonus issue is effected without issuance of new shares.
Reduction of the share capital
The EGM resolved to reduce the share capital with a maximum of SEK 52,431,375, without retirement of shares. The purpose of the reduction is to transfer to a fund to be used pursuant to a resolution adopted by the general meeting. The amount of the reduction shall be determined to an amount in SEK corresponding to the amount of the increase of the share capital in accordance with the resolutions on the rights issue of Units and the bonus issue in accordance with above, deducted with the amount of the reduction in accordance with the resolution above.
In the event the amount of the reduction of the share capital corresponds to the amount which the share capital shall be increased with by the bonus issue, the resolutions on the reduction of the share capital and the bonus issue shall not be submitted to the Swedish Companies Registration Office for registration.
Endomines AB discloses the information provided herein pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was submitted for publication at 08:45 CET on 31 October 2014.
About Endomines AB
Endomines is conducting exploration as well as mining activities along the 40 kilometer extended Karelian Gold Line. Endomines is controlling, based on decisions from relevant authorities, the exploration rights for the entire area.
The Company´s first mine, Pampalo, was started in February 2011. During 2014 production from the open pit at Rämepuro was commenced and the Company is now planning to start mining of the gold deposit at Hosko. The ore from Hosko, as for Rämepuro ore, will be treated at Pampalo mill, at the center of the Karelian Gold Line.
The Company operates under a regime of sustainable principles and with a business practice to minimize the impact to the environment.
Endomines applies SveMin's & FinnMin's respective rules for reporting (public mining & exploration companies). The Company has chosen to report mineral resources and ore reserves according to the JORC-code, which is the internationally accepted Australasian code for reporting ore reserves and mineral resources.
Endomines vision is to participate in the future structural transformation and consolidation of the Nordic mining industry. The Company may therefore be involved in acquisitions of interesting deposits or companies, should such opportunities arise.
The shares of Endomines AB are quoted on NASDAQ Stockholm under ticker ENDO and on NASDAQ Helsinki under ticker ENDOM. Pareto Securities acts as Liquidity Provider in Stockholm.
Read more about Endomines on www.endomines.com
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Markus Ekberg, CEO
tel. +358 40 706 48 50 or
Staffan Simberg, Chairman of the Board
tel. +358 50 020 92 16