Talvivaara announces exercise of greenshoe option in connection with its offering of convertible bond

Stock Exchange Release
Talvivaara Mining Company PLC
14 December 2010


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

Talvivaara announces exercise of greenshoe option in connection with its
offering of convertible bond

**THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE IN, OR INTO, DIRECTLY OR 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**


With reference to the offering of convertible bonds (the "Bonds") by Talvivaara
announced on 9 December 2010, Talvivaara announces the exercise of the EUR 25
million greenshoe option granted to BofA Merrill Lynch and J.P. Morgan (the
"Joint Bookrunners") for its entire amount. Accordingly, the aggregate principal
amount of the Bonds to be issued is EUR 225 million.

In connection with the offering of the Bonds, BofA Merrill Lynch acted as
Stabilising Manager. The stabilisation period has been terminated with the
exercise in full of the greenshoe option. The Stabilising Manager has not
undertaken any stabilisation transactions.

The transaction is expected to settle through the issue of the Bonds and payment
of the subscription price on 16 December 2010.

For further information:
Saila Miettinen-Lähde
Chief Financial Officer
358 20 712 9800

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This announcement is not for publication or distribution, directly or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.  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 jurisdiction to whom or in
which such offer or solicitation is unlawful.  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 United Kingdom, 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, the Joint Bookrunners of a
prospectus pursuant to Article 3 of the Prospectus Directive.




Talvivaara announces exercise of greenshoe option in connection with its offering convertible bon:
http://hugin.info/136227/R/1472472/409066.pdf




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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE

[HUG#1472472]


Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716