Notice to Extraordinary General Meeting of Endomines AB (publ)Press release (PDF)
Endomines AB, Stock Exchange Release 15 November 2019 at 11:00 CET
The shareholders of Endomines AB (publ), reg.nr. 556694-2974 ("Endomines") are hereby invited to the Extraordinary General Meeting to be held on Tuesday 10 December 2019 at 14.00 CET at Konferens Spårvagnshallarna, Birger Jarlsgatan 57A, 113 56 Stockholm.
Attendance and notification
To be entitled to participate in the Extraordinary General Meeting, shareholders shall
- be entered into the share register kept by Euroclear Sweden AB on Wednesday 4 December 2019, and
- give notice of his/her intention to participate at the Extraordinary General Meeting no later than Wednesday 4 December 2019.
Notice of attendance may be made
- in writing to Endomines at Endomines AB (publ),” EGM 2019”, Postbox 5822, 102 48 Stockholm, Sweden,
- by telephone +358 50 544 68 14, or
- by email to firstname.lastname@example.org.
When giving notice of participation, the shareholder shall state name/company name, personal identification number or company registration number, address, telephone number, number of shares represented and, where applicable, number of representatives and advisors participating.
Proxy and nominee registered shares
Shareholders participating through a proxy or a representative should submit their proxy, certificates of registration and other documents of authorisation to Endomines no later than Wednesday 4 December 2019, in order to facilitate the entry into the meeting. Any proxy must be submitted in original. A proxy form is available at www.endomines.com.
Shareholders whose shares are nominee registered (including Finnish shareholders that are registered within the Finnish book-entry system at Euroclear Finland Oy) must, in order to be entitled to participate in the Extraordinary General Meeting, request to temporarily be registered into the share register kept by Euroclear Sweden AB in their own name. Such registration, so-called voting rights registration, must be completed no later than on Wednesday 4 December 2019, which means that shareholders must notify the nominee well in advance before this date.
- Opening of the meeting
- Election of Chairman of the meeting
- Preparation and verification of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Establishment of whether the meeting has been duly convened
- Resolution regarding amendment to the terms and conditions of the convertible loan
- The Board of Directors’ proposal to resolution of authorisation for the Board of Directors to resolve on issue of new shares, warrants and convertible bonds
- Closing of the meeting
Item 7 - Resolution regarding amendment to the terms and conditions of the convertible loan
Endomines, TVL Gold 1, LLC (the "Convertible Holder") and Joensuun Kauppa ja Kone Oy, Wipunen Varainhallinta Oy and Mariatorp Oy (together the "Shareholders") have entered into an agreement under which all of Endomines secured convertibles issued during 2018 (the "Convertibles") shall be converted to shares in Endomines within four months (i.e. conversion shall be mandatory and not optional) in accordance with the new terms and conditions set out below:
- annual interest of 10.0 per cent (previously 6.0 per cent) and that accrued interest shall be paid in cash,
- the Convertible Holder shall convert 50 per cent of the loan into new shares in Endomines at a conversion price of SEK 5.85 per new share in Endomines, three banking days after the new terms and conditions for the Convertibles have been registered with the Swedish Companies Registration Office and the remaining 50 per cent of the loan into new shares in Endomines at a conversion price of SEK 6.00 per share on 31 March 2020 by the latest (the "Conversion").
After the terms and conditions for the Convertible (the “Convertible Terms”) have been amended and after the Conversion, the number of shares in Endomines will increase with up to 33,490,597 shares, and the share capital will increase with up to SEK 100,591,574 (after recalculation following the preferential rights issue to Endomines' shareholders which was made during the first half of 2019).
Amendments to the Convertible Terms
To implement the agreed Conversion of the Convertibles, the Convertible Terms must be amended. The Board of Directors thereby propose that the general meeting resolves to amend §§ 2, 3, 5 and 9 in the Convertible Terms in accordance with the following:
|Current wording||Proposed wording|
|§ 2 Loan, payment undertaking and subordination fifth paragraph|
|In the event of bankruptcy or liquidation of the Company, the convertible debentures will entitle to payment from the Company’s assets after the Company’s unsubordinated obligations and pari passu with other subordinated obligations, which are not expressly subordinated to this loan. For the sake of clarity, this subordination does not adversely affect the enforcement and other rights the Holder has under the Pledge Agreement.||In the event of bankruptcy or liquidation of the Company, the convertible debentures will entitle to payment from the Company’s assets after the Company’s unsubordinated obligations and pari passu with other subordinated obligations, which are not expressly subordinated to this loan. For the sake of clarity, this subordination does not adversely affect the enforcement and other rights the Holder has under the Pledge Agreement, to the extent the Pledge Agreement has not been terminated or the pledge released.|
|§ 3 Term, interest and payments|
|The Loan shall become due through Conversion or repayment on 1 April 2021, as set out in section 5 below, insofar as Conversion has not occurred by then. The outstanding Convertible Debenture carries an annual interest rate of 6.0 per cent from and including the day that the Holder subscribes for the Convertible Debentures up to and including 1 April 2021 (or up to Conversion if earlier). The annual interest rate shall be calculated based on the exact number of days elapsed on a 360 days/year basis. The interest shall become due on 30 June and 31 December each year, with the first payment due on 31 December 2018 and the last payment due in connection with the final repayment or Conversion of the Loan. In addition, the interest accrued on any part of the Convertible Debenture which is Converted is calculated pro rata to, and paid (as set below). When such part of the Convertible Debenture is Converted. The Company shall pay the interest to the Holder within 15 days from the respective interest due date as set out above. The interest shall, at the Company’s discretion, be paid in cash or be Converted into new freely tradeable Shares at the applicable Conversion Price for such Conversion of interest at the respective time of payment of the interest, in accordance with section 5 below ("Conversion of Interest"). If the Holder wishes to sell the Shares received by it for payment of interest but is unable to do so within 60 days from receipt of those Shares at a price which is not less than 90% of the Conversion Price of those Shares, then the Company may not elect to pay the next interest payment in Shares to such Holder, but must pay the interest then due in cash. In the event principal or interest cannot be paid in accordance with the above due to certain force majeure events which are beyond the control of the Company, including, by way of example, the following:
||The Loan shall become due through Conversion on 31 March 2020 at the latest, as set out in section 5 below. The outstanding Convertible Debenture carries an annual interest rate of 10.0 per cent from and including 10 December 2019 and up until Conversion occurs. The annual interest rate shall be calculated based on the exact number of days elapsed on a 360 days/year basis. The interest shall become due on Conversion. In addition, the interest accrued on any part of the Convertible Debenture which is Converted is calculated pro rata to, and paid (as set below), when such part of the Convertible Debenture is Converted. The Company shall pay the interest to the Holder within 15 days from the respective interest due date as set out above. The interest shall be paid in cash.|
|§ 5 Conversion|
|The Convertible Debentures shall be converted into Shares on the terms set out in this § 5:
||The Convertible Debentures shall be converted into Shares on the terms set out in this § 5:
|§ 9 Recalculation of Conversion Price, etc. first paragraph|
|In the following situations, the following shall apply with respect to the rights which shall vest in Holders. For the avoidance of doubt, the recalculation provisions of this section 9 do not apply to, or have any effect on the Conversion Price in the case of Conversion of Interest, unless to the extent that the provisions under 9.I are to be applied accordingly.||In the following situations, the following shall apply with respect to the rights which shall vest in Holders.|
In addition to the above stated amendments to the Convertible Terms, certain subsequent amendments are made as a consequence to the amendments.
The reason for the proposed amendments to the Convertible Terms, and the basis for the conversion price, is that the Board of Directors considers the Conversion to be a necessary component for the financing of Endomines, and that the share capital added to Endomines in the Conversion will be beneficial for the company.
Item 8 - The Board of Directors’ proposal to resolution of authorisation for the Board of Directors to resolve on issue of new shares, warrants and convertible bonds
The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders’ preferential rights, against cash payment, for payment in kind or by way of set-off, resolve to issue new shares, warrants and/or convertible bonds. Issuance pursuant to such authorisation may not correspond to an increase of Endomines’ share capital of more than twenty (20) per cent of the total amount of shares in Endomines after the conversion of the secured convertibles issued in 2018, to a maximum of 33,490,597 shares. In respect of shares, the basis for the subscription price shall be the market value of the shares with any customary discount. The reasons for deviation from the shareholders’ preferential rights are to enable directed issues primarily to enable structural transactions and to create an opportunity for the company to acquire capital, thereby promoting Endomines’ ability to create additional value for all shareholders.
Specific majority requirements
The Convertible Holder is controlled by Endomines' CEO Greg Smith. Hence, for a valid resolution of the Extraordinary General Meeting pursuant to item 7, it is required that the resolution of the Extraordinary General Meeting is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Extraordinary General Meeting. For a valid resolution of the Extraordinary General Meeting pursuant to item 8, it is required that the resolution of the Extraordinary General Meeting is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.
The Board of Directors, or whomever the Board of Directors may appoint, is authorized to make such minor adjustments of the Extraordinary General Meeting’s resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office as well as Euroclear Sweden AB and Euroclear Finland Oy.
Number of shares and votes in Endomines
As per the day of this notice, there is a total of 79,957,043 shares in Endomines, each carrying one vote, totalling 79,957,043 votes.
Shareholders’ right to request information
Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to Endomines, the Board of Directors and the CEO should provide information at the Extraordinary General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda.
The new Convertible Terms and a proxy form will be available at Endomines and at Endomines’ website www.endomines.com, from no later than Tuesday 19 November 2019. The documents will be sent by mail to the shareholders who request it and provide their postal address. Request is made to the same telephone number, e-mail or address as applicable for the notice of attendance.
Processing of personal data
For information on how your personal data is processed, see the privacy notice available on Euroclear’s website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, November 2019
Endomines AB (publ)
The Board of Directors
For further information, please contact:
Ingmar Haga, Chairman, +358 40 700 35 18 email@example.com
This information was submitted for publication through the contact person set out above at 11:00 CET on 15 November 2019.
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).