Extraordinary General Meeting of Endomines approves rights issue
which enables production of gold st
(Thomson Reuters ONE) - The press release can be downloaded from the following link:Press Release PDFThe preparations regarding the production of gold have taken anotherimportant step forward. The formal decisions of the Board ofDirectors and the shareholders have now been made. Therewith theconstruction phase can be initiated, including setting up theprocessing plant. The plan is to start the production in Q4 2010 anda production of 900 - 1,000 kilos of gold per year.The financing of the establishments for the gold production are madepossible through the fully guaranteed rights issue with preferentialrights for the shareholders (MSEK 179), a project financing loan fromNordea Bank in Finland (MSEK 82) and investment subsidies (MSEK 26).The project financing loan is guaranteed up to MSEK 62 by Finnveraplc. Through the approval by the extraordinary general meeting of theBoard's resolution on a rights issue of shares and subscriptionoptions, Endomines can go on and make the planned investments. Inaddition to the decision on the rights issue, the meeting inter aliafurther resolved on a reduction of the share capital and theimplementation of an incentive programResolution on amendment of the Articles of Association and reductionof the share capitalIn order to facilitate the reduction of the share capital the meetingresolved on an amendment of the Articles of Association as regardsthe limits of the share capital. The meeting further resolved on areduction of the share capital by SEK 36,671,742, without withdrawalof shares, to provisions for a fund in accordance with resolution bythe meeting.Resolution on amendment of the Articles of Association and theapproval of the Board's resolution on a rights issue of unitsconsisting of shares and subscription optionsThe meeting resolved to amend the Articles of Association as regardsthe limits of the share capital as well as the limits regarding thenumber of shares in order to facilitate the rights issue.The meeting resolved to approve the Board's resolution on the issueof units consisting of maximum 55,007,613 shares and maximum6,111,957 subscription options, through which the share capital canbe increased with an amount of not more than SEK 183,358,710, whereofSEK 165,022,839 refers to the issue of shares and SEK 18,335,871refers to the issue of subscription options. The terms of the rightsissue involves that every existing share entitles to one (1) unitright. Three (3) unit rights entitle to subscription of one (1) Unit.One (1) Unit consists of nine (9) shares and one (1) subscriptionoption, which entitles the holder to subscribe for one (1) new sharein the company. The subscription price is SEK 29,25 per Unit, thesubscription options are included free of charge. One (1)subscription option entitles the holder to subscription of one (1)new share to a subscription price of SEK 5.00 during the period 15November - 15 December 2010. The rights issue will raise a maximum ofapproximately MSEK 178.8 to Endomines, before issue costs.The record date at the Swedish Central Securities Depository,Euroclear Sweden AB, for participation in the rights issue isNovember 20, 2009. This means that the Endomine's share will tradeexcluding unit right from November 18, 2009. The subscription periodwill run from and including November 25, 2009 up to and includingDecember 9, 2009 or such later date as decided by the Board ofDirectors. For shareholders who choose not to participate in therights issue, there will be a dilution effect of approximately 77percent, calculated after full subscription in the issue and afterfull utilization of subscription options. However, shareholders cangain economic compensation for this dilution by selling their unitrights.Resolution on the implementation of an incentive programmeThe meeting resolved unanimously to implement an incentive program inaccordance with the Board's proposal. The incentive program replacesthe incentive program that was adopted by the annual general meeting2009, which lapsed unutilized on September 30, 2009. The terms andconditions of the now proposed incentive programme is in all materialrespects identical with the incentive programme that was adopted onthe annual general meeting 2009. The number of subscription optionsthat can be issued has however been increased in order to be adaptedto the rights issue.The programme includes at the most eight employees in Sweden andFinland. A maximum of 1,807,991 options can be issued, which aresecured with a corresponding number of subscription options and, inaddition thereto, a maximum of 71,009 subscription options in orderto cover costs for the programme (social security payments). If thesubscription options are fully exercised and full subscription ismade, the company's share capital will increase with SEK 5,637,000.Based on the total number of outstanding shares after fullsubscription of the shares that are issued through the resolutionabove, the incentive programme will involve a dilution of 2.5 percentof the share capital in the company, in case of full exercise of allsubscription options. The company's earnings per share is notaffected in connection with adoption of the incentive program, sincethe strike price of the options exceed the current share price at thetime of adoption.Change to Articles of Association's rules on announcing theinvitationTo enable implementation as soon as practicable of the morecost-efficient rules for announcing the invitation to the annualgeneral meeting, which follows from proposed changes in the SwedishCompanies Act (SFS 2005:551), the general meeting decided, to changethe means for announcing the invitation in accordance with § 8 of thearticles of association. The new wording is as follows:"Invitation to attend the Annual General Meeting shall be madethrough an announcement in Post- och Inrikes Tidningar (The OfficialSwedish Gazette) and on the company's website. An announcement thatthe invitation has been published will be made in Svenska Dagbladet."In addition the meeting decided to delete those parts of § 8 of thearticles of association not referring to the method for announcingthe invitation to the annual general meeting.The above decisions to change the articles of association, areconditional on the proposed change in the Swedish Companies Actconcerning the method and timetable for the invitation to attend theAGM coming into effect, meaning that the proposed wordings are inaccordance with the Swedish Companies Act.Timetable for the rights issueNovember 18, 2009 First day of trading in the share to participate in the rights issueNovember 20, 2009 Record date for participation in the rights issue, i.e. shareholders registered in the share register as of this day will receive unit rights for participation in the rights issueNovember 20, 2009 Estimated day for publication of the prospectusNovember 25 - December 4, 2009 Trading in unit rights, i.e. shareholders who choose not to subscribe for Units and subscription options in the rights issue and does not want to fail to secure the value of the unit rights can during this period sell their unit rights on December 4, 2009, at the latest.November 25 - December 9, Subscription period with unit rights2009For further information, please contactMarkus Ekberg, CEO, +358-40-706 48 50Karl-Axel Waplan, Chairman of the Board of Directors, +46-70-510 4239During 2009, Endomines has completed several important steps todevelop the business from exploration to full-scale gold production.By the end if 2010, the company will commence production at thePampalo Mine, with a projected output of 900-1 000 kg of gold perannum.Further deposits along the Karelian Gold Line will be exploitedsubsequently. Endomines has additional claims and mining concessionsin Finnish Lappland (gold), Ostrobothnia (ilmenite) and SouthernFinland (limestone/wollastonite).Endomines applies SveMin's & FinnMin's respective rules for reporting(public mining & exploration companies). Endomines has chosen toreport resources and reserves according to JORC-code or to NI 43-101which are internationally accepted.Endomines applies the International Financial Reporting Standards(IFRS), as approved by the European Union.This increases thepossibilities to compare the Company with other internationalexploration- & mining companies. The Endomines share is quoted on theOMX First North Premier list in Stockholm: [ENDO.ST].Home page: www.endomines.comIMPORTANT NOTICEIn certain jurisdictions, the publication or distribution of thispress release may be subject to legal restrictions and persons inthose jurisdictions where this press release has been published ordistributed should inform themselves about and abide by such legalrestrictions.This press release is not directed at persons located in the UnitedStates, Canada, Australia, Hong Kong, Japan, New Zealand, SouthAfrica or in any other country where the offer or sale of the unitrights, interim shares, new shares or subscription options is notpermitted. This press release may not be published or distributed,directly or indirectly, in or into the United States, Canada,Australia, Hong Kong, Japan, New Zealand, South Africa or any othercountry where such action is wholly or partially subject to legalrestrictions or where such action would require additionalprospectuses, other offer documentation, registrations or otheractions in addition to what follows from Swedish law. Nor may theinformation in this press release be forwarded, reproduced ordisclosed in such a manner that contravenes such restrictions orwould require such additional prospectuses, other offerdocumentation, registrations or other actions. Failure to comply withthis instruction may result in a violation of the United StatesSecurities Act of 1933, as amended ("Securities Act") or lawsapplicable in other jurisdictions.This press release does not contain or constitute an invitation or anoffer to acquire, sell, subscribe for or otherwise trade in shares,subscription options, unit rights or other securities in Endomines AB(publ). Any invitation to the persons concerned to subscribe forshares in Endomines AB (publ) will only be made through theprospectus that Endomines AB (publ) intends to publish in [November]2009, which prospectus will contain, among other things, financialstatements as well as detailed information regarding Endomines AB's(publ) Board of Directors and Management.No unit rights, interim shares, the new shares or the subscriptionoptions will be registered under the Securities Act or any provincialact in Canada and may not be transferred or offered for sale in theUnited States or Canada or to persons resident in Canada or onaccount of such persons other than pursuant to an exemption from, orin a transaction not subject to, the registration requirements of theSecurities Act or in such exempt cases that do not requireregistration in accordance with any provincial act in Canada,respectively.http://hugin.info/138043/R/1354720/328588.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 12.11.2009 - 18:08 Uhr
Sprache: Deutsch
News-ID 8328
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