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2024-08-15 Kvartalsrapport 2024-Q2
2024-05-08 Ordinarie utdelning PAMPALO 0.00 SEK
2024-05-07 Årsstämma 2024
2024-02-15 Bokslutskommuniké 2023
2023-08-17 Kvartalsrapport 2023-Q2
2023-05-26 Ordinarie utdelning PAMPALO 0.00 SEK
2023-05-25 Årsstämma 2023
2023-02-15 Bokslutskommuniké 2022
2022-09-30 Split ENDO 40:1
2022-09-30 Split PAMPALO 40:1
2022-08-18 Kvartalsrapport 2022-Q2
2022-06-13 Ordinarie utdelning ENDO 0.00 SEK
2022-06-13 Ordinarie utdelning PAMPALO 0.00 SEK
2022-05-24 Årsstämma 2022
2022-02-25 Bokslutskommuniké 2021
2021-08-19 Kvartalsrapport 2021-Q2
2021-07-19 Extra Bolagsstämma 2021
2021-06-10 Årsstämma 2021
2021-05-03 Ordinarie utdelning PAMPALO 0.00 SEK
2021-05-03 Ordinarie utdelning ENDO 0.00 SEK
2021-02-18 Bokslutskommuniké 2020
2020-08-27 Kvartalsrapport 2020-Q2
2020-06-30 Ordinarie utdelning ENDO 0.00 SEK
2020-06-29 Årsstämma 2020
2020-05-20 Ordinarie utdelning PAMPALO 0.00 SEK
2020-02-13 Bokslutskommuniké 2019
2019-12-10 Extra Bolagsstämma 2019
2019-08-16 Kvartalsrapport 2019-Q2
2019-06-10 Årsstämma 2019
2019-05-10 Ordinarie utdelning ENDO 0.00 SEK
2019-05-10 Ordinarie utdelning PAMPALO 0.00 SEK
2019-02-14 Bokslutskommuniké 2018
2018-08-16 Kvartalsrapport 2018-Q2
2018-05-22 Årsstämma 2018
2018-04-20 Ordinarie utdelning ENDO 0.00 SEK
2018-04-20 Ordinarie utdelning PAMPALO 0.00 SEK
2018-02-28 Bokslutskommuniké 2017
2018-01-08 Extra Bolagsstämma 2017
2017-08-18 Kvartalsrapport 2017-Q2
2017-04-21 Ordinarie utdelning PAMPALO 0.00 SEK
2017-04-21 Ordinarie utdelning ENDO 0.00 SEK
2017-04-20 Årsstämma 2017
2017-02-17 Bokslutskommuniké 2016
2016-08-18 Kvartalsrapport 2016-Q2
2016-04-28 Split PAMPALO 100:1
2016-04-28 Split ENDO 100:1
2016-04-19 Ordinarie utdelning PAMPALO 0.00 SEK
2016-04-19 Ordinarie utdelning ENDO 0.00 SEK
2016-04-18 Årsstämma 2016
2016-02-16 Bokslutskommuniké 2015
2015-08-13 Kvartalsrapport 2015-Q2
2015-04-17 Ordinarie utdelning PAMPALO 0.00 SEK
2015-04-17 Ordinarie utdelning ENDO 0.00 SEK
2015-04-16 Årsstämma 2015
2015-02-09 Bokslutskommuniké 2014
2014-10-30 Extra Bolagsstämma 2014
2014-08-14 Kvartalsrapport 2014-Q2
2014-04-25 Ordinarie utdelning PAMPALO 0.00 SEK
2014-04-25 Ordinarie utdelning ENDO 0.00 SEK
2014-04-24 Årsstämma 2014
2014-02-10 Bokslutskommuniké 2013
2013-08-14 Kvartalsrapport 2013-Q2
2013-04-24 Ordinarie utdelning ENDO 0.00 SEK
2013-04-23 Årsstämma 2013
2013-02-22 Bokslutskommuniké 2012
2012-11-12 Kvartalsrapport 2012-Q3
2012-08-14 Kvartalsrapport 2012-Q2
2012-05-23 Kvartalsrapport 2012-Q1
2012-04-27 Ordinarie utdelning ENDO 0.00 SEK
2012-04-26 Årsstämma 2012
2012-02-22 Bokslutskommuniké 2011
2011-11-14 Kvartalsrapport 2011-Q3
2011-08-15 Kvartalsrapport 2011-Q2
2011-05-23 Kvartalsrapport 2011-Q1
2011-04-15 Ordinarie utdelning ENDO 0.00 SEK
2011-04-14 Årsstämma 2011
2011-02-21 Bokslutskommuniké 2010
2010-11-08 Kvartalsrapport 2010-Q3
2010-08-16 Kvartalsrapport 2010-Q2
2010-05-13 Kvartalsrapport 2010-Q1
2010-04-21 Ordinarie utdelning ENDO 0.00 SEK
2010-04-20 Årsstämma 2010
2010-02-23 Bokslutskommuniké 2009
2009-11-09 Kvartalsrapport 2009-Q3
2009-08-17 Kvartalsrapport 2009-Q2
2009-05-11 Kvartalsrapport 2009-Q1
2009-04-20 Årsstämma 1

Beskrivning

LandFinland
ListaSmall Cap Helsinki
SektorRåvaror
IndustriGruvdrift & metaller
Endomines Finland är verksamma inom gruvindustrin. Bolaget arbetar med prospektering och distribution av guldförnödenheter samt övriga ädelmetaller. Verksamheten drivs via egna produktionsanläggningar, samt i samarbete med övriga samarbetspartners på marknaden. Störst verksamhet återfinns inom Norden där försäljning sker via återförsäljare samt grossister. Huvudkontoret ligger i Esbo.
2019-11-15 11:00:00

Endomines AB, Stock Exchange Release 15 November 2019 at 11:00 CET

The shareholders of Endomines AB (publ), reg.nr. 556694-2974 ("Endomines") are hereby invited to the Extraordinary General Meeting to be held on Tuesday 10 December 2019 at 14.00 CET at Konferens Spårvagnshallarna, Birger Jarlsgatan 57A, 113 56 Stockholm.

Attendance and notification

To be entitled to participate in the Extraordinary General Meeting, shareholders shall
  • be entered into the share register kept by Euroclear Sweden AB on Wednesday 4 December 2019, and
  • give notice of his/her intention to participate at the Extraordinary General Meeting no later than Wednesday 4 December 2019.
 Notice of attendance may be made
  • in writing to Endomines at Endomines AB (publ)," EGM 2019", Postbox 5822, 102 48 Stockholm, Sweden,
  • by telephone +358 50 544 68 14, or
  • by email to anmalan@endomines.com.

When giving notice of participation, the shareholder shall state name/company name, personal identification number or company registration number, address, telephone number, number of shares represented and, where applicable, number of representatives and advisors participating.

Proxy and nominee registered shares

Shareholders participating through a proxy or a representative should submit their proxy, certificates of registration and other documents of authorisation to Endomines no later than Wednesday 4 December 2019, in order to facilitate the entry into the meeting. Any proxy must be submitted in original. A proxy form is available at www.endomines.com.

Shareholders whose shares are nominee registered (including Finnish shareholders that are registered within the Finnish book-entry system at Euroclear Finland Oy) must, in order to be entitled to participate in the Extraordinary General Meeting, request to temporarily be registered into the share register kept by Euroclear Sweden AB in their own name. Such registration, so-called voting rights registration, must be completed no later than on Wednesday 4 December 2019, which means that shareholders must notify the nominee well in advance before this date.

Proposed agenda

1. Opening of the meeting
2. Election of Chairman of the meeting
3. Preparation and verification of the voting list
4. Approval of the agenda
5. Election of one or two persons to verify the minutes
6. Establishment of whether the meeting has been duly convened
7. Resolution regarding amendment to the terms and conditions of the convertible loan
8. The Board of Directors' proposal to resolution of authorisation for the Board of Directors to resolve on issue of new shares, warrants and convertible bonds
9. Closing of the meeting

Proposals

Item 7 - Resolution regarding amendment to the terms and conditions of the convertible loan

Background

Endomines, TVL Gold 1, LLC (the "Convertible Holder") and Joensuun Kauppa ja Kone Oy, Wipunen Varainhallinta Oy and Mariatorp Oy (together the "Shareholders") have entered into an agreement under which all of Endomines secured convertibles issued during 2018 (the "Convertibles") shall be converted to shares in Endomines within four months (i.e. conversion shall be mandatory and not optional) in accordance with the new terms and conditions set out below:
  • annual interest of 10.0 per cent (previously 6.0 per cent) and that accrued interest shall be paid in cash,
  • the Convertible Holder shall convert 50 per cent of the loan into new shares in Endomines at a conversion price of SEK 5.85 per new share in Endomines, three banking days after the new terms and conditions for the Convertibles have been registered with the Swedish Companies Registration Office and the remaining 50 per cent of the loan into new shares in Endomines at a conversion price of SEK 6.00 per share on 31 March 2020 by the latest (the "Conversion").

After the terms and conditions for the Convertible (the "Convertible Terms") have been amended and after the Conversion, the number of shares in Endomines will increase with up to 33,490,597 shares, and the share capital will increase with up to SEK 100,591,574 (after recalculation following the preferential rights issue to Endomines' shareholders which was made during the first half of 2019).

Amendments to the Convertible Terms

To implement the agreed Conversion of the Convertibles, the Convertible Terms must be amended. The Board of Directors thereby propose that the general meeting resolves to amend §§ 2, 3, 5 and 9 in the Convertible Terms in accordance with the following:

Current wording   Proposed wording
  § 2 Loan, payment undertaking  
and subordination fifth
paragraph
In the event of   In the event of bankruptcy
bankruptcy or or liquidation of the
liquidation of Company, the convertible
the Company, debentures will entitle to
the convertible payment from the Company's
debentures will assets after the Company's
entitle to unsubordinated obligations
payment from and pari passu with other
the Company's subordinated obligations,
assets after which are not expressly
the Company's subordinated to this loan.
unsubordinated For the sake of clarity,
obligations and this subordination does not
pari passu with adversely affect the
other enforcement and other rights
subordinated the Holder has under the
obligations, Pledge Agreement, to the
which are not extent the Pledge Agreement
expressly has not been terminated or
subordinated to the pledge released.
this loan. For
the sake of
clarity, this
subordination
does not
adversely
affect the
enforcement and
other rights
the Holder has
under the
Pledge
Agreement.
  § 3 Term, interest and payments  
The Loan shall   The Loan shall become due
become due through Conversion on 31
through March 2020 at the latest, as
Conversion or set out in section 5 below.
repayment on 1 The outstanding Convertible
April 2021, as Debenture carries an annual
set out in interest rate of 10.0 per
section 5 cent from and including 10
below, insofar December 2019 and up until
as Conversion Conversion occurs. The
has not annual interest rate shall
occurred by be calculated based on the
then. The exact number of days elapsed
outstanding on a 360 days/year basis.
Convertible The interest shall become
Debenture due on Conversion. In
carries an addition, the interest
annual interest accrued on any part of the
rate of 6.0 per Convertible Debenture which
cent from and is Converted is calculated
including the pro rata to, and paid (as
day that the set below), when such part
Holder of the Convertible Debenture
subscribes for is Converted. The Company
the Convertible shall pay the interest to
Debentures up the Holder within 15 days
to and from the respective interest
including 1 due date as set out above.
April 2021 (or The interest shall be paid
up to in cash.
Conversion if
earlier). The
annual interest
rate shall be
calculated
based on the
exact number of
days elapsed on
a 360 days/year
basis. The
interest shall
become due on
30 June and 31
December each
year, with the
first payment
due on 31
December 2018
and the last
payment due in
connection with
the final
repayment or
Conversion of
the Loan. In
addition, the
interest
accrued on any
part of the
Convertible
Debenture which
is Converted is
calculated pro
rata to, and
paid (as set
below). When
such part of
the Convertible
Debenture is
Converted. The
Company shall
pay the
interest to the
Holder within
15 days from
the respective
interest due
date as set out
above. The
interest shall,
at the
Company's
discretion, be
paid in cash or
be Converted
into new freely
tradeable
Shares at the
applicable
Conversion
Price for such
Conversion of
interest at the
respective time
of payment of
the interest,
in accordance
with section 5
below
("Conversion of
Interest"). If
the Holder
wishes to sell
the Shares
received by it
for payment of
interest but is
unable to do so
within 60 days
from receipt of
those Shares at
a price which
is not less
than 90% of the
Conversion
Price of those
Shares, then
the Company may
not elect to
pay the next
interest
payment in
Shares to such
Holder, but
must pay the
interest then
due in cash. In
the event
principal or
interest cannot
be paid in
accordance with
the above due
to certain
force majeure
events which
are beyond the
control of the
Company,
including, by
way of example,
the following:
a. acts of
God, flood,
drought,
earthquake or
other nature
disaster;
b. epidemic or
pandemic;
c. terrorist
attack, civil
war, civil
commotion or
riots, war,
threat of or
preparation for
war, armed
conflict,
imposition of
sanctions,
embargo, or
breaking off of
diplomatic
relations;
d. nuclear,
chemical or
biological
contamination
or sonic boom;
e. any law or
any action
taken by a
government or
public
authority,
including
without
limitation
imposing an
export or
import
restriction,
quota or
prohibition, or
failing to
grant a
necessary
licence or
consent;
f. collapse of
buildings,
fire, explosion
or accident;
g.  any labour
or trade
dispute,
strikes,
industrial
action or
lockouts (other
than in each
case by the
party seeking
to rely on this
clause, or
companies in
the same group
as that party);
h. non
-performance by
suppliers or
subcontractors;
and
i.
interruption or
failure of
utility
service.
The principal
and/or interest
shall be paid
to the Holder
as soon as such
obstruction for
payments has
seized and
interest shall
accrue until
payment of
principal is
actually made.
  § 5 Conversion  
The Convertible   The Convertible Debentures
Debentures shall be converted into
shall be Shares on the terms set out
converted into in this § 5:
Shares on the a. Conversion shall be made
terms set out of 50 per cent of the Loan
in this § 5: into new Shares in the
a. The Holder Company at a Conversion
is entitled to Price of SEK 5.85, three
request Banking days after these
Conversion of terms have been registered
up to 50 per with the Swedish Companies
cent of the Registration Office.
Loan into new b. Conversion shall be made
Shares in the of the remaining 50 per cent
Company at a of the Loan into new Shares
Conversion in the Company at a
Price of SEK Conversion Price of SEK 6.00
12.76, on 31 March 2020, by the
i. during latest.
the period 31 Accordingly, one new Share
March 2019 - 30 in the Company shall be
March 2020 received for each full
following which amount corresponding to the
such Shares are applicable Conversion Price
freely of the total nominal amount
tradeable upon of the Convertible
Conversion; or Debentures that the Holder
ii. before 31 wishes to convert at any one
March 2019, time. If this amount is not
solely if the equally divisible by the
Board considers Conversion Price, the excess
such early amount shall be paid in cash
Conversion to on the maturity date of the
be in the best loan. The Conversion Price
interest of the may be recalculated in the
Company. cases set forth in section 9
below. Conversion is binding
b. The Holder and may not be revoked by
is entitled to the Holder.
request
Conversion of
up to the
entire
outstanding
Loan at the
time into new
Shares in the
Company at a
Conversion
Price of SEK
13.91, during
the period 31
March 2020 - 30
March 2021.
c. The Holder
is entitled to
request
Conversion of
the entire
outstanding
Loan at the
time into new
Shares in the
Company at a
Conversion
Price of SEK
15.07, on 31
March 2021.
d. In case
there is any
outstanding
Loan on 1 April
2021 that has
not yet been
Converted by
the Holder, the
Board has on
such date
regardless of
any received
request the
right to
effectuate
Conversion of
the entire
outstanding
Loan into new
Shares in the
Company at a
Conversion
Price of SEK
15.07.
In addition,
the Company is
entitled to
Convert any due
interest, as
set out in
section 3
above. The
Conversion
Price for
Shares issued
in
consideration
for the
interest then
due shall be
the average
closing price
per Share
during the
preceding ten
trading days
prior to the
date when
Conversion of
Interest is
requested;
however, such
Conversion
Price for
Conversion of
Interest shall
not be less
than SEK 8.00
per Share (or
not be less
than the quota
value (par
value) per
share at such
time, if
higher).
Accordingly,
one new Share
in the Company
shall be
received for
each full
amount
corresponding
to the
applicable
Conversion
Price of the
total nominal
amount of the
Convertible
Debentures that
the Holder
wishes to
convert at any
one time. If
this amount is
not equally
divisible by
the Conversion
Price, the
excess amount
shall be paid
in cash on the
maturity date
of the loan.
The Conversion
Price may be
recalculated in
the cases set
forth in
section 9
below.
Conversion is
binding and may
not be revoked
by the Holder.
  § 9 Recalculation of Conversion  
Price, etc. first paragraph
In the   In the following situations,
following the following shall apply
situations, the with respect to the rights
following shall which shall vest in Holders.
apply with
respect to the
rights which
shall vest in
Holders. For
the avoidance
of doubt, the
recalculation
provisions of
this section 9
do not apply
to, or have any
effect on the
Conversion
Price in the
case of
Conversion of
Interest,
unless to the
extent that the
provisions
under 9.I are
to be applied
accordingly.

In addition to the above stated amendments to the Convertible Terms, certain subsequent amendments are made as a consequence to the amendments.

The reason for the proposed amendments to the Convertible Terms, and the basis for the conversion price, is that the Board of Directors considers the Conversion to be a necessary component for the financing of Endomines, and that the share capital added to Endomines in the Conversion will be beneficial for the company.

Item 8 - The Board of Directors' proposal to resolution of authorisation for the Board of Directors to resolve on issue of new shares, warrants and convertible bonds

The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors, on one or more occasions during the period until the next Annual General Meeting, with or without deviation from the shareholders' preferential rights, against cash payment, for payment in kind or by way of set-off, resolve to issue new shares, warrants and/or convertible bonds. Issuance pursuant to such authorisation may not correspond to an increase of Endomines' share capital of more than twenty (20) per cent of the total amount of shares in Endomines after the conversion of the secured convertibles issued in 2018, to a maximum of 33,490,597 shares. In respect of shares, the basis for the subscription price shall be the market value of the shares with any customary discount. The reasons for deviation from the shareholders' preferential rights are to enable directed issues primarily to enable structural transactions and to create an opportunity for the company to acquire capital, thereby promoting Endomines' ability to create additional value for all shareholders.

Miscellaneous

Specific majority requirements

The Convertible Holder is controlled by Endomines' CEO Greg Smith. Hence, for a valid resolution of the Extraordinary General Meeting pursuant to item 7, it is required that the resolution of the Extraordinary General Meeting is supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the Extraordinary General Meeting. For a valid resolution of the Extraordinary General Meeting pursuant to item 8, it is required that the resolution of the Extraordinary General Meeting is supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Authorisation

The Board of Directors, or whomever the Board of Directors may appoint, is authorized to make such minor adjustments of the Extraordinary General Meeting's resolutions as may prove necessary in connection with the registration with the Swedish Companies Registration Office as well as Euroclear Sweden AB and Euroclear Finland Oy.

Number of shares and votes in Endomines

As per the day of this notice, there is a total of 79,957,043 shares in Endomines, each carrying one vote, totalling 79,957,043 votes.

Shareholders' right to request information

Upon request by any shareholder and where the Board of Directors believes that such may take place without significant harm to Endomines, the Board of Directors and the CEO should provide information at the Extraordinary General Meeting in respect of any circumstances which may affect the assessment of a matter on the agenda.

Documents

The new Convertible Terms and a proxy form will be available at Endomines and at Endomines' website www.endomines.com, from no later than Tuesday 19 November 2019. The documents will be sent by mail to the shareholders who request it and provide their postal address. Request is made to the same telephone number, e-mail or address as applicable for the notice of attendance.

Processing of personal data 

For information on how your personal data is processed, see the privacy notice available on Euroclear's website www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 
Stockholm, November 2019
Endomines AB (publ)
The Board of Directors
 

For further information, please contact:

Ingmar Haga, Chairman, +358 40 700 35 18  ingmar.haga@endomines.com

 
This information was submitted for publication through the contact person set out above at 11:00 CET on 15 November 2019.

About Endomines
Endomines is a mining and exploration company with its primary focus on gold. The Company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.

The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).