28.11.2022

Financial Supervisory Authority has approved Endomines Finland Plc’s prospectus and Endomines Finland Plc applies for its shares to be listed on the official list of Nasdaq Helsinki Ltd

Press release (PDF)

Endomines AB (publ), stock exchange release 28 November 2022 17:00 CET

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

 

Endomines AB (publ) (“Endomines AB”) and Endomines AB's subsidiary Endomines Finland Plc (“Endomines Finland”, jointly with Endomines AB, “Endomines”) announced on 24 November 2022 that it is planning an offering of shares (the “Offering”) and listing its shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”).

The Financial Supervisory Authority has today, on 28 November 2022, approved Endomines Finland’s prospectus (the “Prospectus”) concerning the Offering and listing of shares on the official list of Nasdaq Helsinki.

The Prospectus and the English-language translation of the Prospectus are available before the commencement of the subscription period on 30 November 2022 at the latest, on the Endomines’ website at www.offering.endomines.com and the lead manager Aktia Alexander Corporate Finance Ltd’s (”ACF”) website at www.alexander.fi/endomines.

The subscription period for the Offering will commence on 30 November 2022 at 9:30 a.m. The terms and conditions for the offering are included in full in the Prospectus.

In addition, Endomines Finland has today filed a listing application with Nasdaq Helsinki to list Endomines Finland’s shares on the official list of Nasdaq Helsinki. Trading in Endomines Finland’s shares is expected to commence on the official list of Nasdaq Helsinki on or about 20 December 2022 under the share trading code “PAMPALO”.

Advisors

ACF is acting as the lead manager in connection to the Offering. Borenius Attorneys and Advokatfirman Schjødt act as legal advisors to Endomines. Miltton Ltd is acting as the Endomines’ communications adviser.

 

For further information, please contact:

Kari Vyhtinen, CEO, kari.vyhtinen@endomines.com, +358 40 585 0050

This information was submitted for publication through the contact person set out above on 28 November 2022 at 17.00 CET.

About Endomines

Endomines is a mining and exploration company with its primary focus on gold. Endomines is engaged in mining operations at the Pampalo mine in Ilomantsi, and in exploration activities along the Karelian Gold Line in Eastern Finland. Endomines also owns rights to several gold deposits in Idaho and Montana, US, where the Endomines aims to continue the development work through partnership agreements.

 

IMPORTANT INFORMATION

Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States. Endomines does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended, or to offer securities to the public in the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. Endomines or ACF assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by Endomines.

Endomines has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland and Sweden. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland and Sweden and which applies the Prospectus Regulation (each, a “Relevant Member State“), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

 

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons“). Any investment activity to which

this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

Full terms, conditions and instructions for the contemplated offering will be included in the prospectus that will be prepared by Endomines in connection with the contemplated offering. The Finnish prospectus and its unofficial English translation will be published on the website of Endomines at endomines.com.

An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.

 

FORWARD-LOOKING STATEMENTS

Certain statements in this release are “forward-looking statements.” Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, Endomines’ competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes,” “intends,” “may,” “will” or “should” or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, Endomines does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.