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Not allowed

The contemplated offering shall be governed by the laws of Finland. No action has been taken, except in Finland or Sweden, in order to register the shares in Endomines Finland Plc (the “Company”) or the contemplated offering or for the offering of shares. The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa. Documents relating to the contemplated offering, including the prospectus in accordance with the Prospectus Regulation ((EU) 2017/1129, as amended), may not be delivered to persons in the above-mentioned countries and must not be copied in any way whatsoever. The Company requires that the respective persons inform themselves of and observe all such restrictions. Neither the Company nor the Company’s representatives have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company reserves the right to in its sole discretion reject any share subscription that the Company believes would cause the violation or breach of legislation, rule or regulation.

Important information

Important: You must read the following before continuing

The following applies to the information following this page, and you are therefore advised to carefully read and approve the following before reading, accessing or making any other use of the information following this page.

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories and possessions, the “United States”), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares in, rights or other securities of Endomines Finland Plc (the “Company”) in the United States, Australia, Canada, Hong Kong, Japan, New-Zealand Singapore or South Africa or any other country in which it would be contrary to the laws and regulations of that country.

Any securities of the Company referred to on this website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The contemplated offering shall be governed by the laws of Finland. No action has been taken, except in Finland or Sweden, in order to register the shares or the contemplated offering or for the offering of shares. The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States, Australia, Canada, Hong Kong, Japan New Zealand, Singapore and South Africa. The documents on this website, including the prospectus in accordance with the Prospectus Regulation ((EU) 2017/1129, as amended), may not be delivered to persons in the above-mentioned countries and must not be copied in any way whatsoever. The Company requires that the respective persons inform themselves of and observe all such restrictions. Neither the Company nor the Company’s representatives have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company reserves the right to, in its sole discretion, reject any share subscription that the Company believes would cause the violation or breach of legislation, rule or regulation.

In order to access the information related to the contemplated offering, you must certify the following:

(i) I have carefully read and understood the instructions and restrictions described above, and I acknowledge that I am bound by them.
(ii)I am not resident of United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa, and I am currently not physically present in any of these countries.
(iii)If I am resident of any other country than Finland or if I am currently physically present in any country other than Finland, I have obtained the necessary information about the restrictions applicable to the delivery of this information and my participation in the contemplated offering and I acknowledge that I am bound by them.

Offering in brief

We (”Endomines Finland” or ”Company”) are launching an offering (the ”Offering”) of EUR 13 million to ramp up explorations at the Karelian Gold Line. With the Offering we want to enable extensive exploration drillings at the Karelian Gold Line and create prerequisites for future growth and for the implementation of the previously announced new strategy.

Additionally, the purpose of the Offering is to expand our ownership structure, increase the Endomines’ visibility among investors and to strengthen our capital structure thus enabling a more diverse use of debt financing solutions in the future.

Endomines as an Investment case

Watch our Company presentation from Inderes Investor Day’s on 28th of November.

Watch our Company Presentation

From the CEO

”We have achieved a lot during this year. Our Company has a clear strategy and related objectives. The cornerstone of our strategy is the gold production in Pampalo and the gold deposits surrounding the area. Our financial situation is stable, our organization is strong, our production volume is growing, and our result has improved significantly.

We are now seeking funding especially for the implementation of our growth strategy. This is connected to the long-term exploitation at the Karelian Gold Line and the possibility to take a leap as a company to a larger scale. The area has a great deal of potential which is based on concrete research already conducted as well as on verified prospects. Our intention is to do responsible, stable growth business that takes into account our impact on the environment and people.
In addition to the upcoming Offering, we have decided to move our domicile from Sweden to Finland. We firmly believe it will bring benefits to our shareholders and contribute on the emphasis our strategy’s focus, Finnish gold. We welcome our current as well as future owners onboard to participate in the construction of Endomines of the following years.”

Kari Vyhtinen CEO, Endomines

Company Presentation on Nov 30th, 2022 (in Finnish)

Materials

Important information on the Offering

Based on an authorisation given by Endomines Finland’s shareholder Endomines AB on 17 October 2022, Endomines Finland’s Board of Directors on 28 November 2022 passed a resolution on an Offer-ing where Endomines Finland offers, in deviation from the pre-emptive right of shareholders, up to 2,600,000 new shares to the public in Finland and Sweden (the “New Shares”). The Board of Directors of Endomines Finland may, in the event of an oversubscription, increase the number of New Shares of-fered in the Offering by a maximum of 1,000,000 New Shares (the “Upsize Option”). If the Upsize Op-tion is used in full, the number of New Shares offered may amount to up to 3,600,000 shares in aggre-gate.
•The Offering comprises (i) a public offering of New Shares to private individuals and legal entities in Finland and Sweden (the “Public Offering“); (ii) a personnel offering of New Shares to permanent employees of Endomines Finland as well as members of Endomines Finland’s Management and Board of Directors (the “Personnel Offering”); and (iii) an offering of New Shares to institutional investors in the European Economic Area and in the United Kingdom (the “Institutional Offering“).

•The subscription price of each New Share in the Public and Institutional Offering is EUR 00. The subscription price of each New Share is approximately 10 per cent lower in the Personnel Offering than in the Institutional and Public Offering, i.e., EUR 4.50 per New Share.

•Endomines Finland aims to raise approximately EUR 13 million in gross proceeds from the Offering based on the number of New Shares offered (2,600,000 New Shares without the Upsize Option). Endomines Finland aims to use the proceeds from the Offering for the implementation of Endomines’ strategy and especially for exploration along the Karelian Gold Line, for strengthening their capital structure and for general business needs.

•If the Offering is oversubscribed, the Board of Directors of Endomines Finland may increase the number of New Shares by the Upsize Option, i.e. a maximum of 1,000,000 New Shares. If the Upsize Option is also subscribed for in full, a maximum total of 3,600,000 New Shares can be issued in the Offering.

•The New Shares issued in the Offering (excluding the Upsize Option) amount to approximately 38.9 per cent of all the shares in Endomines Finland (including the shares to be issued as Merger Consideration (as defined below)) and the votes attached thereto before the Offering and around 28.0 per cent after the Offering (provided that all New Shares are subscribed for and the Upsize Option is not exercised), and 38.8 per cent of the shares the votes attached thereto provided that the Upsize Option is exercised in full.

•In case of over-subscription, the Board of Directors of Endomines Finland has the right to, before other subscribers, allocate New Shares to (i) Endomines AB’s shareholders who have made a subscription, and who on 28 November 2022 have been entered in the Endomines AB’s shareholders’ register maintained by Euroclear Sweden AB, in proportion to their current holding, and thereafter (ii) to subscribers who have issued a subscription commitment.

On November 2022, the Company has received subscription commitments from Joensuun Kauppa ja Kone Oy, Mariatorp Oy, Wipunen varainhallinta Oy, Sijoitusrahasto Zenito Silver and Gold as well as from some other investors of EUR 12.2 million in total to subscribe new shares of the Company, subject to certain ordinary conditions and that the subscription price of the Company’s share is not more than Endomines AB’s share rate at the end of the trading day in Nasdaq Helsinki Oy (”Nasdaq Helsinki”) official list prior to the resolution on the Offering.

The Offering will be executed in connection with the contemplated merger which is conditional to the implementation of the merger of the parent company Endomines AB and Endomines Finland.

Endomines’ strategy and mid-term operational targets

On 18 August 2022, Endomines AB announced their renewed strategy. The implementation of the strategy was started in autumn 2022 by commencing explorations on the Karelian Gold Line and production in the Eastern open-pit mine. On 13 October 2022, the Company announced the medium-term operational objectives under the new strategy, which are:

• Over 1 million oz gold mineralization defined on the Karelian Gold Line by the end of 2025;
• Annual gold production level of 20,000 oz at Pampalo by the end of 2024;
• Operational efficiency and profitability are at a good level compared to peer companies;
• Partnership agreement for the USA operations agreed by the end of 2023; and
• Among the leading mining companies in the field of ESG.

The strengths of Endomines

• High potential to locate over 1 million oz gold mineralization on the Karelian Gold Line
• Renewed strategy with focus on responsible gold production in Finland and a shift to a collaboration model in the United States
• Unused capacity at the at the Pampalo beneficiation plant allows for the expansion of operations to the other known gold deposits on the Karelian Gold Line
• New Management Team with extensive experience in mining and the strong support of committed shareholders
• Responsible production process and the ambition to be among the leading mining companies in ESG matters
• Steady demand for gold and possibility of selling the Pampalo gold directly to consumers

Important dates

30.11.2022 The subscription period for the Offering commences
09.12.2022 The subscription period for the Offering ends
13.12.2022 Announcement of the final results of the Institutional Offering and Public Offering
19.12.2022 The New Shares offered in the Offering are registered in the book-entry accounts of the investors
20.12.2022 Trading in the New Shares and shares given as Merger Consideration commences on the official list of the Helsinki Stock Exchange

Documents

Endomines in brief

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 Endomines aims to continue the development work through partnership agreements.

Fall in love with Finnish gold

Important information

Not allowed

Important information

Offering in brief

Endomines as an Investment case

From the CEO

Company Presentation on Nov 30th, 2022 (in Finnish)

Materials

Important information on the Offering

Endomines’ strategy and mid-term operational targets

The strengths of Endomines

Important dates

Documents

Endomines in brief

Releases