Talvivaara - Resolution of Extraordinary General Meeting

Stock Exchange Release

Talvivaara Mining Company Plc

27 January 2011



(LSE: TALV ; Nasdaq OMX Helsinki: TLV)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,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

Resolution of Extraordinary General Meeting

An Extraordinary General Meeting of Talvivaara Mining Company Plc (the
"Company") has on 27 January 2011 resolved to approve the proposal of the Board
of Directors for the issue of special rights in relation to EUR 225 million
senior unsecured convertible bonds due 2015 (the "Bonds") which were issued on
16 December 2010.

The special rights will be granted, for no consideration, to the initial
subscribers of the Bonds and/or to any subsequent purchasers of the Bonds. The
special rights will be attached to the Bonds and cannot be separated from the
Bonds.

Assuming no adjustments to the conversion price of the Bonds and following the
issue of the special rights, the Bonds may be converted to up to 26,967,028 new
ordinary shares of the Company (the "Ordinary Shares") based on the initial
conversion price of GBP 7.0043 (EUR 8.3435) per Ordinary Share, representing
approximately 11 per cent. of the currently issued and outstanding Ordinary
Shares. The right to convert the Bonds into Ordinary Shares commences after the
Company has notified the holders of the Bonds of the resolution regarding the
issue of special rights passed today at the Extraordinary General Meeting and
ends on 10 December 2015, in each case, as set out in the terms and conditions
of the Bonds.

The cash settlement right of the holders of the Bonds will expire upon the Bonds
becoming convertible into Ordinary Shares. Pursuant to the terms and conditions
of the Bonds, the conversion price will be adjusted for any cash dividends paid
during the conversion period of the Bonds. In addition, the terms and conditions
of the Bonds provide for customary anti-dilution adjustments of the conversion
price in the event of share consolidations, share splits, share distributions,
cash distributions, spin-off events, rights issues and reorganizations.

The terms and conditions of the Bonds, which formed a part of the proposal of
the Board of Directors, are available at the website of the Company at
www.talvivaara.com.


ENQUIRIES
Talvivaara Mining Company Plc              Tel: 358 20 7129 800
Pekka Perä
Saila Miettinen-Lähde


Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer
with its primary focus on nickel and zinc using a technology known as
bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction
of metals from low grade ore economically viable. The Talvivaara deposits
comprise one of the largest known sulphide nickel resources in Europe. The ore
body is sufficient to support anticipated production for at least 46 years.
Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main
output of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc
streaming agreement with Nyrstar NV. Talvivaara is listed on the London Stock
Exchange Main Market and NASDAQ OMX Helsinki and is included in the FTSE 250
Index. Further information can be found atwww.talvivaara.com.

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 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 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 has been and 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 and strategies. Forward-looking statements speak
only as of the date they are made.



Talvivaara - Resolution of Extraordinary General Meeting:
http://hugin.info/136227/R/1483072/418293.pdf




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Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE

[HUG#1483072]


Unternehmen: Talvivaaran Kaivososakeyhtiö Oyj - ISIN: FI0009014716