Talvivaara launches Senior Convertible Bond due 2015

Talvivaara Mining Company PLC
9th December 2010


Talvivaara Mining Company PLC
("Talvivaara" or the "Company")


Talvivaara launches Senior Convertible Bond due 2015

**THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OF INDIRECTLY, THE UNITED STATES
OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), CANADA, SOUTH AFRICA,
AUSTRALIA OR JAPAN OR TO ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD
BE UNLAWFUL**

This announcement is not an offer of securities for sale to U.S. persons or in
any jurisdiction, including in or into the United States, Canada, South Africa,
Australia or Japan. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction.

Talvivaara announces today that it intends to make an offering (the "Offering")
of senior unsecured convertible bonds due 2015 (the "Bonds") to certain
international institutional investors. The Bonds are proposed to be issued at a
principal amount of EUR 200 million, which may be increased by up to EUR 25
million, if the increase option is exercised at the end of the bookbuilding, and
by a further EUR 25 million up to EUR 250 million, if the greenshoe option
granted to BofA Merrill Lynch and J.P. Morgan (the "Joint Bookrunners") is fully
exercised prior to the settlement date. The net proceeds of the Offering  are
intended to be used for general corporate purposes, including the development of
the scope and structure of Talvivaara's operations, as well as refinancing of
certain of its existing indebtedness.

The Bonds are expected to carry a coupon of 4.00% per annum payable semi-
annually in arrear starting on the 16 June 2011 and to have a yield to maturity
of between 5.50% and 6.50%. The initial conversion price is expected to be set
at a premium of 30% to the volume weighted average price during the placement
(the "Market Reference Price") of Talvivaara's ordinary shares (the "Shares") on
the London Stock Exchange (the "LSE"). The Bonds will be issued at 100% of their
principal amount and, unless previously converted, redeemed or purchased and
cancelled, will be redeemed at between 108.5% and 114.5% of their principal
amount ("Accreted Principal Amount") on maturity and which will accrue during
the life of the Bonds. The final terms of the Bonds are expected to be announced
today and closing is expected on or about 16(th) December 2010.

Talvivaara will have the right to redeem all outstanding Bonds at their then
Accreted Principal Amount together with accrued interest at any time if less
than 15% of the Bonds originally issued remain outstanding.

The Bonds will become convertible into Talvivaara's ordinary shares subject to
approval by the Extraordinary General Meeting of the Company's shareholders of a
resolution for the issue of special rights to enable the issue of such ordinary
shares upon such conversion, following which the Company will issue an
appropriate notice to the Bondholders. The Extraordinary General Meeting is
expected to take place no later than 18 February 2011. Talvivaara has the option
to call the bonds at the greater of (i) 102% of the then Accreted Principal
Amount of the Bonds, together with accrued interest, and (ii) 102% of the Fair
Bond Value of the Bonds, together with accrued interest, should the necessary
shareholder resolutions not be passed. In connection with the Offering certain
shareholders, including Mr. Pekka Perä, CEO of Talvivaara, who together
represent 36.0% of the outstanding share capital of the Company have irrevocably
agreed to vote in favour of the proposed resolution at the Extraordinary General
Meeting.

Prior to the approval of the proposed resolution by Extraordinary General
Meeting, Bondholders will be entitled to exercise a cash settlement right
whereby they would receive a cash amount equal to the market value of the shares
notionally underlying the Bonds as detailed in the Terms and Conditions. The
maximum number of Shares (assuming no exercise of increase and greenshoe options
and without any adjustments having been made to the conversion price) notionally
underlying the Initial Issue size will be approximately 24 million Shares,
representing approximately 9.8% of Talvivaara's current issued Share capital.

No application has been made or will be made to list the Bonds or admit them to
trading on any market.

BofA Merrill Lynch and J. P. Morgan are acting as Joint Bookrunners and BofA
Merrill Lynch is acting as stabilising manager (the "Stabilising Manager") and
Settlement Agent. The Stabilising Manager may stabilise the Offering in
accordance to the stabilisation rules of the Financial Services Authority.

Enquiries:

----------------------- ----------------
|Talvivaara |  |
| | |
|Saila Miettinen-Lähde | 358 20 712 9800|
| | |
|Chief Financial Officer| |
----------------------- ----------------
|BofA Merrill Lynch |  |
| | |
|Ignacio Maldonado | 44 207 995 3700|
----------------------- ----------------
|J.P. Morgan |  |
| | |
|Adam Brett | 44 207 155 4846|
| | |
|Ben Davis | 44 207 155 8644|
----------------------- ----------------

The information contained in this announcement is for background purposes only
and does not purport to be full or complete.  No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
completeness or fairness.  The information in this announcement is subject to
change.

This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions), Canada, South Africa, Australia or Japan or to any other
jurisdiction where such an announcement would be unlawful.  The distribution of
this announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restriction.  Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy, Bonds to any person in the United States,
Australia, Canada, South Africa or Japan or in any other jurisdiction.  The
Bonds referred to herein may not be offered or sold in the United States unless
registered under the US Securities Act of 1933 (the "Securities Act") or offered
in a transaction exempt from, or not subject to, the registration requirements
of the Securities Act.  The offer and sale of the Bonds referred to herein has
not been and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada, South Africa or Japan. Subject
to certain exceptions, the Bonds referred to herein may not be offered or sold
in Australia, Canada, South Africa or Japan or to, or for the account or benefit
of, any national, resident or citizen of Australia, Canada, South Africa or
Japan.  There will be no public offer of the Bonds in the United States,
Australia, Canada, South Africa or Japan or elsewhere.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements".  These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions.  Forward-looking statements may
and often do differ materially from actual results.  Any forward-looking
statements reflect the Company's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the Group's business, results of operations,
financial position, liquidity, prospects, growth, strategies and the asset
management business.  Forward-looking statements speak only as of the date they
are made.

Each of the Company, Merrill Lynch International, J.P.Morgan Securities Limited
and their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward looking statement contained
in this announcement whether as a result of new information, future developments
or otherwise.

Investment in securities such as those discussed in this announcement may expose
an investor to a significant risk of losing all of the amount invested. Each
prospective investor should consult its own advisors as to the legal, tax,
business, financial and related aspects of a purchase of the Bonds needed to
make its investment decision and to suitability of the Offering for the person
concerned. This announcement does not constitute a recommendation concerning the
Offering. The value of the Bonds and Shares can decrease as well as increase.
Investors should be aware that they may be required to bear the financial risks
of this investment for an indefinite period of time.

Merrill Lynch International, J.P.Morgan Securities Limited, each of which are
authorised and regulated in the United Kingdom by the FSA, are acting
exclusively for the Company and no-one else in connection with the Offering.
 They will not regard any other person as their respective clients in relation
to the Offering and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Offering, the contents of this announcement
or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, Merrill Lynch International, J.P.Morgan
Securities Limited and any of their affiliates, acting as investors for their
own accounts, may subscribe for or purchase Bonds and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such Bonds and other securities of the Company or related investments in
connection with the Offering or otherwise.  Accordingly, references in this
announcement, once published, to the Bonds being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, Merrill Lynch
International, J.P.Morgan Securities Limited and any of their affiliates acting
as investors for their own accounts.  Merrill Lynch International, J.P.Morgan
Securities Limited do not intend to disclose the extent of any such investment
or transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

None of Merrill Lynch International, J.P.Morgan Securities Limited or any of
their respective directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for/or makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of announcement or its contents or otherwise
arising in connection therewith.

This announcement and the offer when made are only addressed to and directed, in
member states of the European Economic Area which have implemented the
Prospectus Directive (each, a "relevant member state"), at persons who are
"qualified investors" within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules
and regulations adopted by each relevant member state ("Qualified Investors").
Each person in the European Economic Area who initially acquires any securities
or to whom any offer of securities may be made will be deemed to have
represented, acknowledged and agreed that it is a Qualified Investor.

In addition, in the United Kingdom, this announcement is being distributed only
to, and is directed only at, Qualified Investors (i) 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, as
amended (the "Order") or (ii) who fall within Article 49(2)(a) to (d) of the
Order, and (iii) to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "relevant persons"). This announcement
must not be acted on or relied on (i) in the United Kingdom, by persons who are
not relevant persons, and (ii) in any member state of the European Economic Area
other than the United Kingdom, by persons who are not Qualified Investors. In
the UK, the investment activity to which this announcement relates is available
only to relevant persons and will only be engaged in with relevant persons. In
the case of any securities being offered to any investor as a financial
intermediary as that term is used in Article 3(2) of the Prospectus Directive,
such investor will also be deemed to have represented and agreed that the
securities acquired by it in the Offering have not been acquired on behalf of
persons in the EEA other than Qualified Investors, nor have the securities been
acquired with a view to their offer or resale in the EEA where this would result
in a requirement for publication by the Company or the Joint Bookrunners of a
prospectus pursuant to Article 3 of the Prospectus Directive.







Talvivaara launches Senior Convertible Bond due 2015:
http://hugin.info/136227/R/1470724/407586.pdf




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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE

[HUG#1470724]


Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716