Publication of prospectus regarding the rights issue of Nordic Mines
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OF THIS RELEASE WOULD BE UNLAWFUL.
Press release December 28, 2012
The prospectus regarding the rights issue of Nordic Mines has now been made public and is available on Nordic Mines' website, www.nordicmines.com, as well as on Carnegie's website, www.carnegie.se. The prospectus has today been approved by and registered with the Swedish Financial Supervisory Authority.
A subscription form will be distributed by mail to Nordic Mines directly registered shareholders on or about January 4, 2013.
For additional information, please contact:
Thomas Cederborg, CEO, +46 708 480 521
Susanne Andersson, CFO, +46 730 668 904
For additional information about Nordic Mines, please visit; www.nordicmines.se
Uppsala, December 28, 2012
Nordic Mines AB (publ)
The information above has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publishing at 5.00 p.m. (CET) on December 28, 2012.
Nordic Mines is a Nordic mining and exploration company whose goal is to be one of the leading gold producers in Europe and a role model in respecting the environment. The company started mining gold in the Laiva mine in Finland in summer 2011. These gold deposits are among the largest in the Nordic region. Exploration is in progress in Finland and Sweden. Nordic Mines has 120 employees and its head office is in Uppsala. The Nordic Mines share is traded on the Nasdaq OMX Mid Cap list in Stockholm.
The information in this press release is not for release, publication or distribution, directly or indirectly, in or intothe United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in Nordic Mines in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Nordic Mines does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.
This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for, or purchase any securities referred to in this document, except on the basis of information provided in the prospectus to be published by Nordic Mines on its web site in due course.
Nordic Mines has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights has been passported. With respect to each Member State of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of shares or rights has been passported) and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result,
the shares or rights may only be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) a balance sheet total pursuant to the balance sheet equivalent to not less than EUR 20 million; (2) net turnover pursuant to the balance sheet equivalent to not less than EUR 40 million; and (3) shareholders' equity pursuant to the balance sheet equivalent to not less than EUR 2 million; or
(c)in any other circumstances, not requiring Nordic Mines to publish a prospectus as provide under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an "offer to the public of Shares or Rights" in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each Relevant Member State.
Carnegie is acting for Nordic Mines and no one else in connection with the rights offering and will not be responsible to anyone other than Nordic Mines for providing the protections afforded to its clients or for providing advice in relation to the rights offering and/or any other matter referred to in this announcement. Carnegie accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Nordic Mines and the new shares, or the rights offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Carnegie accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This press release contains forward-looking statements, which are statements related to future events. In this context, forward-looking statements often address Nordic Mines' expected future business and financial performance, and often contain words such as "expect", "anticipate", "intend", "plan", "believe", "seek", or "will". Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Nordic Mines' actual future results to be materially different than those expressed in its forward-looking statements. Nordic Mines does not undertake to update its forward-looking statements.
You are advised to read this announcement and, once available the prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Nordic Mines' future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Nordic Mines AB via Thomson Reuters ONE