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Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara: Terms and Conditions of the Offering to raise approximately EUR 261 million

  Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara: Terms and Conditions of the
               Offering to raise approximately EUR 261 million

Stock Exchange Release
Talvivaara Mining Company Plc
8 March 2013

NOT FOR RELEASE, PUBLICATION  OR DISTRIBUTION, DIRECTLY  OR INDIRECTLY, IN  OR 
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT  IS AN  ADVERTISEMENT  AND NOT  A PROSPECTUS  AND  INVESTORS 
SHOULD NOT SUBSCRIBE FOR OR PURCHASE  ANY SHARES OR SECURITIES REFERRED TO  IN 
THIS ANNOUNCEMENT  EXCEPT  ON  THE  BASIS OF  INFORMATION  IN  THE  APPLICABLE 
PROSPECTUS WHICH, SUBJECT TO APPROVAL  FROM THE FINNISH FINANCIAL  SUPERVISORY 
AUTHORITY, IS EXPECTED TO  BE PUBLISHED BY TALVIVAARA  IN CONNECTION WITH  THE 
OFFERING.  COPIES   OF  THE   PROSPECTUS  WILL,   FOLLOWING  PUBLICATION   AND 
DISTRIBUTION, BE AVAILABLE FROM TALVIVAARA'S REGISTERED OFFICE.

                        Talvivaara Mining Company Plc
 Terms and Conditions of the Offering to raise approximately EUR 261 million

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") today  announces 
the terms in  respect of  its previously  announced rights  offering to  raise 
approximately EUR 261 million (the "Offering").

The Offering in Brief

· Rights offering to raise gross proceeds of approximately EUR 261 million

·Company to  use proceeds  for the  continued ramp-up  towards the  full-scale 
production of 50,000tpa of  nickel, improvement of  its capital structure  and 
ensuring its  ability  to  repay  or  refinance  its  short-  and  medium-term 
indebtedness

· Six (6)  new shares for  each existing shares  held on the  record date,  13 
March 2013

· Subscription price of EUR 0.16 per new share or new CDI

· Shares will trade ex-rights from 11 March 2013

· Trading in subscription  rights commences on  18 March 2013  and ends on  27 
March 2013

· Subscription period will commence on 18 March 2013

· Subscription  period will  end on  5  April 2013  for shareholders  who  are 
registered in  the Company's  shareholders' register  maintained by  Euroclear 
Finland Ltd

· Subscription period will end  on 3 April 2013  for holders of the  Company's 
CDIs

· Fully  underwritten through  shareholder subscription  commitments and  bank 
underwriting

Overview

The board of directors of the  Company (the "Board of Directors") has  decided 
on  the  offering  of  shares  in  the  Company  ("Shares")  pursuant  to  the 
authorisation granted by the extraordinary general meeting of shareholders  in 
the Company  on  8 March  2013.  Pursuant to  the  decision of  the  Board  of 
Directors on 8 March 2013, the Company intends to raise approximately EUR  261 
million  in  gross  proceeds  by  way   of  a  rights  offering  to   existing 
shareholders. A maximum of  1,633,857,840 new Shares  (the "Offer Shares")  or 
CREST depository interests ("CDIs") representing the Offer Shares ("New CDIs")
are offered for subscription on the terms and conditions set out below.

Shareholders who  are  registered  in  the  Company's  shareholders'  register 
maintained by Euroclear  Finland Ltd  ("Euroclear Finland") on  13 March  2013 
(the "Record Date")  will receive  one (1)  subscription right  ("Subscription 
Right") for each existing  Share ("Existing Share") held  on the Record  Date. 
The Company's CREST depository  interest ("CDI") holders ("CDI  Shareholders") 
who are registered in  the Company's CDI register  maintained by CREST on  the 
Record Date will receive one (1) Subscription  Right for each CDI held on  the 
Record Date ("Existing CDI").

Each Subscription Right will entitle the holder to subscribe for six (6) Offer
Shares or New CDIs at  the subscription price of EUR  0.16 per Offer Share  or 
New CDI  (the "Subscription  Price"). The  Subscription Price  represents,  in 
effect:

· an 84.5 per cent discount to the closing price of an Existing Share; and

· a 43.7 per cent discount to  the theoretical ex-rights price of an  Existing 
Share,

in each case based  on the closing  price of EUR 1.031  on the Helsinki  Stock 
Exchange on 7 March 2013. No fractions of the Offer Shares or New CDIs will be
allotted and a Subscription Right cannot be exercised partially.

Shares will trade ex-rights  from 11 March 2013.  Trading of the  Subscription 
Rights on  the  London Stock  Exchange  and  on the  Helsinki  Stock  Exchange 
commences on 18  March 2013  and expires on  27 March  2013. The  subscription 
period for the Offer Shares (the "Share Subscription Period") will commence on
18 March 2013  and expire at  8:00 p.m. (Finnish  time) on 5  April 2013.  The 
subscription period  for the  New CDIs  (the "CDI  Subscription Period")  will 
commence on 18 March  2013 and expire  at 2:00 p.m. (London  time) on 3  April 
2013.

Assuming that the  Offering is fully  subscribed for, the  Offer Shares  would 
represent 600.0 per  cent of  the Existing  Shares and  related voting  rights 
prior to  the  Offering  and,  following completion  of  the  Offering,  would 
represent 85.7 per cent of all Shares and related voting rights.

Existing shareholders of  the Company  and other investors  can subscribe  for 
Offer Shares without Subscription Rights (the "Secondary Subscription"). Offer
Shares will be allocated to subscribers  in the Secondary Subscription in  the 
event that not all of  the Offer Shares have  been subscribed for pursuant  to 
the exercise of Subscription Rights.

The Company will publish  the preliminary results of  the Offering in a  stock 
exchange release on or about 10 April 2013. The final results of the  Offering 
will be published in a stock exchange release on or about 12 April 2013.

The terms  and  conditions  of  the Offering  together  with  instructions  to 
shareholders are attached to this stock exchange release.

Publication of the Prospectus

In relation to  the Offering,  the Company  has submitted  a Finnish  language 
prospectus for the  approval of the  Finnish Financial Supervisory  Authority, 
and such  prospectus  is  expected to  be  published  on 13  March  2013.  The 
prospectus will be published on Talvivaara's website at www.talvivaara.com  on 
or about 13 March 2013. In addition,  the prospectus will be available at  the 
branch   offices   of   Nordea   in   Finland,   on   Nordea's   website    at 
www.nordea.fi/sijoita,      on       Danske      Bank's       website       at 
www.danskebank.fi/sijoittajaesitteet as well as at the Helsinki Stock Exchange
located at Fabianinkatu 14, FI-00100 Helsinki,  Finland, on or about 13  March 
2013.

Use of Proceeds

Assuming that all of the Offer Shares are subscribed for in the Offering,  the 
gross proceeds received by the Company from the Offering will be approximately
EUR 261 million.

Talvivaara will use the net proceeds of the Offering for the continued ramp-up
towards the targeted full-scale production capacity of 50,000 tonnes of nickel
per year  in  the  medium  to long  term  (including  capital  expenditure  of 
approximately  EUR  20   million  for  the   water  management  measures   and 
improvements in 2013), to improve its capital structure, to ensure its ability
to repay or refinance  its short- and medium-term  indebtedness and to  ensure 
that the Company has sufficient liquidity  to repay at maturity the  remaining 
outstanding amount of  EUR 76.9 million  of its convertible  bonds due in  May 
2013, if there are no attractive refinancing options available at such time.

Subscription Commitments and Underwriting

Mr Pekka  Perä,  representing approximately  20.7  per cent  of  the  Existing 
Shares, has  irrevocably committed  to subscribe  for (i)  approximately  31.3 
million Offer  Shares  (corresponding a  total  subscription price  of  EUR  5 
million) (the  "Mr Perä  Subscription  Commitment") and  (ii) such  number  of 
additional Offer Shares with an aggregate subscription price that is equal  to 
76 per cent  of any  net proceeds received  by him  from the sale  of (A)  any 
Subscription Rights during the Share Subscription Period and (B) any Shares at
any time prior to the end of the Share Subscription Period.

Solidium Oy  ("Solidium"),  representing approximately  8.9  per cent  of  the 
Existing Shares,  has irrevocably  committed  to subscribe  for  approximately 
145.3 million Offer Shares on the  basis of the Subscription Rights  allocated 
to it  (the "Solidium  Subscription Commitment").  In addition,  Solidium  has 
agreed to subscribe for any Offer Shares not otherwise subscribed and paid for
pursuant to Subscription  Rights or  in the  Secondary Subscription  up to  an 
aggregate subscription price  of EUR  30 million  (the "Solidium  Subscription 
Guarantee").

Varma Mutual  Pension Insurance  Company, representing  approximately 8.7  per 
cent of  the  Existing Shares,  has  irrevocably committed  to  subscribe  for 
approximately 142.2  million Offer  Shares on  the basis  of the  Subscription 
Rights allocated to it (together with the Mr Perä Subscription Commitment, the
Solidium Subscription Commitment and the Solidium Subscription Guarantee,  the 
"Shareholder Commitments").

The Offering is being underwritten (save in respect of those Offer Shares that
are subject to Shareholder Commitments) by J.P. Morgan Securities plc,  Nordea 
Bank Finland Plc ("Nordea", and together with J.P. Morgan Securities plc,  the 
"Joint Global Coordinators"), BofA Merrill Lynch, BNP PARIBAS and Danske  Bank 
A/S, Helsinki  Branch  (together  with the  Joint  Global  Coordinators,  BofA 
Merrill Lynch and BNP PARIBAS, the "Joint Bookrunners") in accordance with the
terms and subject to the conditions of the underwriting agreement between  the 
Company and the Joint Bookrunners.

Adjustment to the Conversion Price of the Convertible Bonds due 2013 and 2015

As a consequence of the Offering, the  Board of Directors decided today on  an 
adjustment to the  conversion prices  of the Company's  convertible bonds  due 
2013 and 2015, subject to the Offering being executed in full as described  in 
the terms and conditions of the Offering. The Board of Directors adjusted  the 
conversion price  in accordance  with Condition  6(b)(iv) of  the  convertible 
bonds due 2013 from GBP 5.7931 (EUR 7.2703) to GBP 1.59 (EUR 2.00). The  Board 
of Directors  adjusted  the  conversion price  in  accordance  with  Condition 
6(b)(iv) of the convertible bonds due 2015 from GBP 6.8937 (EUR 8.2117) to GBP
1.9000 (EUR 2.2633). The new conversion  prices will become effective as of  8 
April 2013, provided that the Offering is executed in full as described in the
terms and conditions of the Offering. Assuming that the new conversion  prices 
become effective, the total number of Shares that can be subscribed for on the
basis of the convertible bonds due 2013 is 38,537,673 and on the basis of  the 
convertible bonds due 2015 is 98,617,935.

Adjustment of the Terms and Conditions of the Option Schemes 2007 and 2011

As a consequence of  the Offering, the Board  of Directors has today  adjusted 
the subscription price  and the number  of Shares that  can be subscribed  for 
through the exercise of the stock options 2007 and 2011 in accordance with the
terms and conditions  of the stock  options 2007 and  2011. Provided that  the 
Offering is executed in full as described  in the terms and conditions of  the 
Offering, (i) the subscription price for stock options 2007B will be  adjusted 
to GBP 0.4924 per Share  and the number of Shares  that can be subscribed  for 
through the exercise of  the stock options 2007B  will increase by  13,998,600 
Shares; (ii) the subscription price for  stock options 2007C will be  adjusted 
to GBP 0.5110 per Share  and the number of Shares  that can be subscribed  for 
through the exercise of  the stock options 2007C  will increase by  13,998,600 
Shares; (iii) the subscription price for stock options 2011B will be  adjusted 
to EUR 0.5935 per Share  and the number of Shares  that can be subscribed  for 
through the exercise  of the stock  options 2011B will  increase by  9,000,000 
Shares; and (iv) the number of Shares  that can be subscribed for through  the 
exercise of the stock options 2011C  will increase by 9,000,000 Shares.  Stock 
options 2011A did not vest due  to the determined vesting criteria not  having 
been met. The subscription price for stock options 2011C will be determined at
a later date in accordance with the terms and conditions of the programme.

The foregoing adjustment to the terms and conditions of the stock options 2007
and 2011 due  to the Offering  will become effective  simultaneously with  the 
registration of the Offer Shares issued in the Offering with the Finnish Trade
Register on or about 15 April 2013, provided that the Offering is executed  in 
full as  described in  the terms  and conditions  of the  Offering. The  stock 
options 2007 and 2011 do not entitle holders to participate in the Offering.

Important Dates

Board of Directors' decision on the Offering and terms and conditions: 8 March
2013

Ex-rights date: 11 March 2013

Prospectus publication: 13 March 2013

Record Date: 13 March 2013

Share Subscription Period, CDI Subscription Period and trading in Subscription
Rights begin: 18 March 2013

Trading in Subscription Rights ends: 27 March 2013

CDI Subscription Period ends: 3 April 2013

Share Subscription Period ends: 5 April 2013

Trading in interim shares representing Offer Shares ("Interim Shares") and
CDIs representing Interim Shares begins: 8 April 2013

Preliminary result of the Offering announced: on or about 10 April 2013

Final result of the Offering announced: on or about 12 April 2013

Offer Shares registered with the Finnish Trade Register: on or about 15 April
2013

Trading in Offer Shares as Shares begins: on or about 16 April 2013

Enquiries
Talvivaara Mining Company Plc Tel +358 20 7129 800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO

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  estimated  to support  anticipated  production for  several  decades. 
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.  Further 
information can be found at www.talvivaara.com.

DISCLAIMER

This announcement  is an  advertisement  and not  a prospectus  and  investors 
should not subscribe for or purchase  any shares or securities referred to  in 
this announcement  except  on  the  basis of  information  in  the  applicable 
prospectus which, subject to approval  from the Finnish Financial  Supervisory 
Authority, which are expected to be published by Talvivaara in connection with
the Offering.  Copies  of  the  prospectus  will,  following  publication  and 
distribution, be  available from  Talvivaara's registered  office. Nothing  in 
this announcement  should  be  interpreted  as a  term  or  condition  of  the 
Offering.

The information  contained  herein is  not  for publication  or  distribution, 
directly or indirectly, in or into the United States, Canada, Australia,  Hong 
Kong, South Africa  or Japan.  These written  materials do  not constitute  an 
offer of securities for sale in the  United States, nor may the securities  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,  and 
the rules and regulations  thereunder. There is no  intention to register  any 
portion of the offering in the United  States or to conduct a public  offering 
of securities in the United States.

The issue,  exercise or  sale of  securities in  the offering  are subject  to 
specific legal or  regulatory restrictions in  certain jurisdictions. None  of 
Talvivaara J.P. Morgan Securities plc, Nordea Bank Finland Plc, Merrill  Lynch 
International, BNP  PARIBAS and  Danske Bank  A/S Helsinki  Branch assume  any 
responsibility in  the  event there  is  a violation  by  any person  of  such 
restrictions.

The information contained herein shall not constitute an offer to sell or  the 
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in  any jurisdiction in which  such offer, solicitation  or 
sale would be unlawful prior  to registration, exemption from registration  or 
qualification under the  securities laws of  any such jurisdiction.  Investors 
must neither accept any offer for,  nor acquire, any securities to which  this 
announcement refers,  unless  they do  so  on  the basis  of  the  information 
contained in the applicable Prospectus published or distributed by Talvivaara.

Talvivaara has not  authorised any offer  to the public  of securities in  any 
Member State of the European Economic  Area other than Finland and the  United 
Kingdom. With respect to each Member State of the European Economic Area other
than Finland and the United Kingdom  and which has implemented the  Prospectus 
Directive (each, a "Relevant Member State"), no action has been undertaken  or 
will be undertaken  to make  an offer to  the public  of securities  requiring 
publication of a  prospectus in any  Relevant Member State.  As a result,  the 
securities may only  be offered  in Relevant Member  States (a)  to any  legal 
entity which is a qualified investor  as defined in the Prospectus  Directive; 
or (b)  in  any  other  circumstances  falling  within  Article  3(2)  of  the 
Prospectus Directive. For the  purposes of this  paragraph, the expression  an 
"offer of securities to the public" means the communication in any form and by
any means  of  sufficient  information on  the  terms  of the  offer  and  the 
securities to be offered so  as to enable an  investor to decide to  exercise, 
purchase or subscribe the 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 
(and amendments  thereto, including  the 2010  PD Amending  Directive, to  the 
extent implemented in the  Relevant Member State),  and includes any  relevant 
implementing measure in the Relevant Member State and the expression "2010  PD 
Amending Directive" means Directive 2010/73/EU.

This communication includes forward-looking  statements within the meaning  of 
the securities laws of certain applicable jurisdictions. These forward-looking
statements include,  but  are  not  limited  to,  all  statements  other  than 
statements of  historical facts  contained in  this communication,  including, 
without limitation, those regarding Talvivaara's strategy, plans,  objectives, 
goals and targets. By their  nature, forward looking statements involve  known 
and unknown  risks, uncertainties  and other  factors because  they relate  to 
events and depend on circumstances  that may or may  not occur in the  future. 
Talvivaara cautions you that forward-looking statements are not guarantees  of 
future performance and are based on  numerous assumptions and that its  actual 
results of operations,  including its financial  condition and liquidity,  may 
differ materially from (and  be significantly more  negative than) those  made 
in,  or  suggested  by,  the  forward-looking  statements  contained  in  this 
communication. In  particular,  this  communication  includes  forward-looking 
statements relating to  Talvivaara's plans to  address the recent  operational 
challenges faced  by Talvivaara.  Such  estimates are  based  on a  number  of 
assumptions that are, in  turn, based on  currently available information  and 
judgments based on such information. However, these assumptions are inherently
uncertain and  subject  to  a  wide variety  of  significant  operational  and 
regulatory risks  and uncertainties  that could  cause the  actual outcome  of 
Talvivaara's actions to materially differ from those anticipated.

No statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this  announcement should be interpreted to  mean 
that earnings  per share  for  the current  or  future financial  years  would 
necessarily match  or  exceed the  historical  published earnings  per  share. 
Prices and values of, and income from, shares may go down as well as up and an
investor may not get back  the amount invested. It  should be noted that  past 
performance is no guide to  future performance. Persons needing advice  should 
consult an independent financial adviser.

J.P. Morgan Securities plc,  which is authorised and  regulated in the  United 
Kingdom by the  Financial Services Authority,  is acting as  sole sponsor  for 
Talvivaara and no one else in connection with the Offering and will not regard
any other person (whether or not a recipient of this announcement) as a client
in relation to the Offering and will  not be responsible to anyone other  than 
Talvivaara for providing the protections afforded to its clients or for giving
advice in connection with the Offering, the contents of this announcement  and 
the accompanying documents  or any  other transaction,  arrangement or  matter 
referred to herein or therein.

Each of Nordea Bank Finland Plc, Merrill Lynch International, BNP PARIBAS  and 
Danske Bank A/S Helsinki Branch is  acting exclusively for Talvivaara and  for 
no one else  in connection with  the Offering  and will not  regard any  other 
person (whether  or not  a recipient  of  this announcement)  as a  client  in 
relation to the  Offering and  will not be  responsible to  anyone other  than 
Talvivaara for providing the protections afforded to their respective  clients 
or for  providing  advice  in  connection  with  the  Offering  or  any  other 
transaction, arrangement or matter referred to herein.

This announcement should  not be considered  a recommendation by  any of  J.P. 
Morgan Securities plc, Nordea Bank  Finland Plc, Merrill Lynch  International, 
BNP PARIBAS or  Danske Bank  A/S Helsinki Branch  or any  of their  respective 
directors, officers, employees, advisers or any of their respective affiliates
in relation to any purchase of or subscription for securities.

No representation or warranty, express or implied, is given by or on behalf of
any of J.P.  Morgan Securities  plc, Nordea  Bank Finland  Plc, Merrill  Lynch 
International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or any of  their 
respective directors, officers, employees, advisers or any of their respective
affiliates or any other  person as to the  accuracy, fairness, sufficiency  or 
completeness of the information  or the opinions or  the beliefs contained  in 
this announcement (or any part hereof).

None of the information contained in this announcement has been  independently 
verified or approved by any of J.P. Morgan Securities plc, Nordea Bank Finland
Plc, Merrill  Lynch International,  BNP PARIBAS  or Danske  Bank A/S  Helsinki 
Branch or any of their respective directors, officers, employees, advisers  or 
any of their respective affiliates. Save in the case of fraud, no liability is
accepted by  any of  J.P.  Morgan Securities  plc,  Nordea Bank  Finland  Plc, 
Merrill Lynch International, BNP PARIBAS or Danske Bank A/S Helsinki Branch or
any of their  respective directors,  officers, employees, advisers  or any  of 
their respective affiliates for any errors, omissions or inaccuracies in  such 
information or opinions or for any  loss, cost or damage suffered or  incurred 
howsoever arising, directly or indirectly,  from any use of this  announcement 
or its contents or otherwise in connection with this announcement.

No person  has  been  authorised  to  give any  information  or  to  make  any 
representations other than those contained in this announcement and, if  given 
or made, such information or representations  must not be relied on as  having 
been authorised by Talvivaara, any of J.P. Morgan Securities plc, Nordea  Bank 
Finland Plc,  Merrill Lynch  International,  BNP PARIBAS  or Danske  Bank  A/S 
Helsinki  Branch  or  any  other  person.  Subject  to  applicable  rules  and 
regulations, the issue of this  announcement shall not, in any  circumstances, 
create any  implication  that there  has  been no  change  in the  affairs  of 
Talvivaara and  its group  since the  date of  this announcement  or that  the 
information in it is correct as at any subsequent date.

This communication is directed only at (i) persons who are outside the  United 
Kingdom or (ii) persons 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 (the "Order") and (iii) high
net worth entities, and other persons to whom it may lawfully be communicated,
falling within Article  49(2) of the  Order (all such  persons together  being 
referred to  as "relevant  persons"). Any  investment activity  to which  this 
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who  is not a relevant  person should not act  or 
rely on this announcement or any of its contents.

TERMS AND CONDITIONS OF THE OFFERING

Overview of the Offering

The board of directors (the "Board of Directors") of Talvivaara Mining Company
Plc (the  "Company") has  decided on  the offering  of shares  in the  Company 
("Shares") pursuant to the authorisation granted by the extraordinary  general 
meeting of  shareholders in  the Company  on  8 March  2013. Pursuant  to  the 
decision of the Board  of Directors on  8 March 2013,  the Company intends  to 
raise approximately  EUR 261  million in  gross  proceeds by  way of  a  right 
offering  (the  "Offering")   to  existing  shareholders   to  subscribe   for 
1,633,857,840 new Shares (the "Offer Shares") on the terms and conditions  set 
out below.

As a result of the Offering, the total number of Shares may, upon  completion, 
increase from  272,309,640  Shares  to  a  maximum  of  1,906,167,480  Shares. 
Assuming that the  Offering is fully  subscribed for, the  Offer Shares  would 
represent 600.0 per cent of the Shares in existence (the "Existing Shares") on
13 March  2013 (the  "Record Date")  and related  voting rights  prior to  the 
Offering and, following completion of  the Offering, would represent 85.7  per 
cent of all Shares and related voting rights.

Subscription Rights

The Record Date  for the Offering  is 13 March  2013. The subscription  rights 
granted in  the  Offering (the  "Subscription  Rights") will  be  recorded  on 
shareholders' book-entry accounts on 13 March 2013.

Shareholders who  are  registered  in  the  Company's  shareholders'  register 
maintained by Euroclear Finland Ltd  ("Euroclear Finland") on the Record  Date 
will receive one (1)  Subscription Right for each  Existing Share held on  the 
Record Date. One (1) Subscription Right  will entitle the holder to  subscribe 
for six (6) Offer Shares. No fractions of the Offer Shares or CREST depository
interests ("CDIs") representing Offer Shares ("New CDIs") will be allotted and
a Subscription Right cannot be exercised partially.

The Company's  CDI holders  ("CDI  Shareholders") who  are registered  in  the 
Company's CDI register maintained by CREST on the Record Date will receive one
(1) Subscription Right for each CDI held on the Record Date ("Existing  CDI"). 
Six Security  Services  holds  certain  Existing Shares  on  behalf  of  CREST 
Depository Limited  (the "CREST  Depository") and,  accordingly, will  receive 
Subscription Rights.  Six  Security Services  will  pass on  the  Subscription 
Rights in  the form  of  representative instruments  to the  CREST  Depository 
which, in turn,  will issue Subscription  Rights in  the form of  CDIs to  CDI 
Shareholders in accordance with  these terms and conditions  and the terms  of 
the deed poll.

No Subscription  Rights  will be  allocated  to  the treasury  Shares  of  the 
Company.

The Subscription Rights will be subject to trading on NASDAQ OMX Helsinki  Ltd 
(the "Helsinki Stock Exchange") and Subscription Rights, in the form of  CDIs, 
will be admitted to trading on the main market for listed securities of London
Stock Exchange plc (the "London Stock Exchange"). Trading in the  Subscription 
Rights will commence on 18 March 2013.

Subscription Price

The subscription price (the "Subscription Price") is EUR 0.16 per Offer  Share 
or  New  CDI.  The  Subscription  Price  will  be  recorded  in  the  invested 
unrestricted equity reserve of the Company.

Subscription Periods

The subscription period for the Offer Shares (the "Share Subscription Period")
will commence on 18  March 2013 and  expire at 8:00 p.m.  (Finnish time) on  5 
April 2013. Shareholders should note  that places of subscription,  book-entry 
account operators  and custodians  may require  submission of  a  subscription 
assignment on a date before the Share Subscription Period ends.

The subscription period for the New CDIs (the "CDI Subscription Period")  will 
commence on 18 March  2013 and expire  at 2:00 p.m. (London  time) on 3  April 
2013.

Participation of the Principal Shareholders in the Offering and Underwriting

Mr Pekka  Perä,  representing approximately  20.7  per cent  of  the  Existing 
Shares, has irrevocably committed to subscribe for (i) 31,250,000 Offer Shares
(corresponding to a total subscription price  of EUR 5 million) (the "Mr  Perä 
Subscription Commitment") and (ii) such number of additional Offer Shares with
an aggregate  subscription price  that is  equal to  76 per  cent of  any  net 
proceeds received by him from the  sale of (A) any Subscription Rights  during 
the Share Subscription Period and (B) any Shares at any time prior to the  end 
of the Share Subscription Period.

Solidium Oy  ("Solidium"),  representing approximately  8.9  per cent  of  the 
Existing Shares, has irrevocably committed to subscribe for 145,260,318  Offer 
Shares on the basis of the Subscription Rights allocated to it (the  "Solidium 
Subscription Commitment"). In addition, Solidium  has agreed to subscribe  for 
any  Offer  Shares  not  otherwise   subscribed  and  paid  for  pursuant   to 
Subscription Rights  or  in the  secondary  subscription up  to  an  aggregate 
subscription price of EUR 30 million (the "Solidium Subscription Guarantee").

Varma Mutual  Pension Insurance  Company, representing  approximately 8.7  per 
cent of  the  Existing Shares,  has  irrevocably committed  to  subscribe  for 
142,236,558 Offer Shares on the basis of the Subscription Rights allocated  to 
it  (together  with  the  Mr   Perä  Subscription  Commitment,  the   Solidium 
Subscription  Commitment  and   the  Solidium   Subscription  Guarantee,   the 
"Shareholder Commitments").

The Offering is being underwritten (save in respect of those Offer Shares that
are subject to Shareholder Commitments) by J.P. Morgan Securities plc,  Nordea 
Bank Finland Plc ("Nordea", and together with J.P. Morgan Securities plc,  the 
"Joint Global  Coordinators"), Merrill  Lynch International,  BNP PARIBAS  and 
Danske Bank A/S, Helsinki Branch (together with the Joint Global Coordinators,
Merrill Lynch International  and BNP  PARIBAS, the  "Managers") in  accordance 
with the terms  and subject to  the conditions of  the underwriting  agreement 
between the Company and the Managers (the "Underwriting Agreement").

Exercise of Subscription Rights

The action to  be taken by  shareholders who are  registered in the  Company's 
shareholders' register maintained by Euroclear Finland in respect of the Offer
Shares and CDI  Shareholders in respect  of New CDIs  differs. In addition  to 
these terms and conditions, shareholders  who are registered in the  Company's 
shareholders' register maintained  by Euroclear  Finland are  referred to  the 
instructions set  forth  in  "Instructions  to  Euroclear  Finland  Registered 
Shareholders" and CDI Shareholders are referred to the instructions set  forth 
in "Instructions to CDI Shareholders".

Any exercise  of  the  Subscription  Rights is  irrevocable  and  may  not  be 
cancelled other than as set forth under "-Cancellation of Subscriptions  under 
Certain Circumstances" below.

A shareholder  who  is  registered in  the  Company's  shareholders'  register 
maintained by Euroclear Finland may participate in the Offering by subscribing
for the Offer Shares  by using the Subscription  Rights on such  shareholder's 
book-entry account  and  by  paying  the  Subscription  Price  therefor.  Such 
shareholder can apply to subscribe for Offer Shares in excess of the number of
Offer Shares represented  by the  Subscription Rights received.  The Board  of 
Directors  will  allocate  any  such  additional  Offer  Shares,  if  any,  in 
accordance with the process  set forth under  "-Subscription and Allotment  of 
Unsubscribed Shares without Subscription Rights" below.

In order to participate  in the Offering, a  shareholder who is registered  in 
the Company's shareholders' register maintained by Euroclear Finland must give
a subscription assignment in accordance with the instructions provided by such
shareholder's book-entry account operator  or custodian. If the  shareholder's 
own book-entry account operator or custodian does not provide instructions  in 
relation to the subscription, the shareholder should contact Nordea or  Danske 
Bank Oyj ("Danske Bank").

Subscription for Offer Shares can be  effected at Nordea's branch offices  and 
Nordea Private Banking units  during their normal  business hours, and  Nordea 
Customer Service by telephone with bank identifier codes from Monday to Friday
from 8:00 a.m. to 8:00 p.m. (Finnish time) in Finnish at +358 0200 3000 (local
network charge/mobile phone charge apply), in Swedish at +358 0200 5000 (local
network charge/mobile phone charge apply) or in English from Monday to  Friday 
from 10:00 a.m. to 4:30 p.m. (Finnish time) at +358 0200 70000 (local  network 
charge/mobile phone charge apply).

A subscription assignment submitted  through Nordea Customer Service  requires 
that the subscriber has  a valid bank identifier  code agreement with  Nordea. 
Corporations cannot give subscription assignments by telephone through  Nordea 
Customer Service. The Nordea Customer Service calls are recorded. Subscription
cannot be effected through the Nordea net bank service.

Subscription for Offer  Shares can also  be effected at  Danske Bank's  branch 
offices and at Danske Bank Private Banking during their normal business  hours 
and Danske Bank Investment Line by telephone with bank identifiers from Monday
to Friday from  9:00 a.m.  to 6:00  p.m. (Finnish  time) at  +358 (0)200  2000 
(local network charge/mobile phone charge apply).

A subscription  assignment  submitted  through  Danske  Bank  Investment  Line 
requires that the subscriber has a  valid bank identifier code agreement  with 
Danske Bank. The Danske Bank Investment Line calls are recorded.

Subscription assignments  may  also be  submitted  to the  book-entry  account 
operators and custodians  who have entered  into an authorised  representative 
agreement with Nordea for the receipt of subscriptions. The book-entry account
customers of Euroclear Finland must submit their subscription assignment at  a 
branch office  of  Nordea  or  Danske Bank.  Holders  of  Subscription  Rights 
purchased from  the Helsinki  Stock Exchange  must submit  their  subscription 
assignments in accordance with the instructions given by their own  book-entry 
account operator or custodian.

Shareholders who  are  registered  in  the  Company's  shareholders'  register 
maintained by Euroclear Finland participating  in the Offering whose  Existing 
Shares or Subscription  Rights are held  through a nominee  must submit  their 
subscription assignments in  accordance with the  instructions given by  their 
nominee.

Subscription assignments  must be  submitted  separately for  each  book-entry 
account.

The Subscription Price of the Offer Shares subscribed for in the Offering must
be paid in full at  the time of submission  of the subscription assignment  in 
accordance with  the instructions  given  by the  place of  subscription,  the 
book-entry account operator or the custodian.

Incomplete  or  erroneous   subscription  assignments  may   be  rejected.   A 
subscription assignment may  be rejected  if the subscription  payment is  not 
made according to these terms and conditions or if such payment is incomplete.
In these  situations,  the  subscription  payment  will  be  refunded  to  the 
subscriber. No interest will be paid on the refunded amount.

A subscription  will  be  deemed  effected  only  after  the  arrival  of  the 
subscription form at  the subscription  place or  relevant book-entry  account 
operator or custodian and of the payment of the Subscription Price in full.

Any unexercised Subscription  Rights will expire  without any compensation  at 
the end of  the Share Subscription  Period at  8:00 p.m. (Finnish  time) on  5 
April 2013.

Subscription and Allotment of  Unsubscribed Offer Shares without  Subscription 
Rights

The Board of Directors  will decide to  offer the Offer  Shares that have  not 
been subscribed  for  pursuant  to  the Subscription  Rights,  if  any,  in  a 
secondary  offering  to  shareholders  and/or  to  other  investors  who  have 
submitted a subscription assignment to subscribe for the Offer Shares  without 
Subscription Rights and/or, if the Offer  Shares are not fully subscribed  for 
thereafter, to Solidium in respect  of the Solidium Subscription Guarantee  of 
up to EUR 30  million and, if  the Offer Shares are  not fully subscribed  for 
thereafter, to  subscribers procured  by the  Managers, and/or,  if the  Offer 
Shares are still  not fully  subscribed for, to  the Managers,  in each  case, 
subject to the terms and conditions of the Underwriting Agreement.

Subscription for the Offer Shares without Subscription Rights must be effected
by a shareholder and/or other investor by submitting a subscription assignment
and simultaneously  paying  the  Subscription Price  in  accordance  with  the 
instructions provided by his/her book-entry account operator, custodian, or in
case of nominee-registered holders,  in accordance with instructions  provided 
by the nominee. A subscription assignment can also be submitted at the  places 
of subscription set forth above. If  a shareholder and/or other investor  does 
not receive instructions from  his/her book-entry account operator,  custodian 
or nominee  or if  a subscription  assignment cannot  be returned  to  his/her 
book-entry account operator, custodian or nominee, the subscription assignment
can be made at  any of Nordea's  or Danske Bank's  branch offices. If  several 
subscription assignments  are submitted  in relation  to a  single  book-entry 
account, the assignments will be  combined into one assignment per  book-entry 
account. The  subscription assignment  and  payment must  be received  by  the 
shareholder's and/or  investor's  book-entry account  operator,  custodian  or 
nominee or, if  the subscription assignment  has been submitted  to Nordea  or 
Danske Bank, by Nordea or Danske Bank on  5 April 2013 at the latest or on  an 
earlier date  in  accordance  with  instructions  by  the  book-entry  account 
operator, custodian or  nominee. CDI Shareholders  must make the  subscription 
and related payment on  3 April 2013 at  the latest or on  an earlier date  in 
accordance with instructions they receive.

In the  event that  not  all of  the Offer  Shares  have been  subscribed  for 
pursuant to the exercise  of the Subscription Rights,  the Board of  Directors 
will  determine  the  allocation  of  Offer  Shares  subscribed  for   without 
Subscription Rights as follows:

  *first, to those that subscribed for Offer Shares pursuant to  Subscription 
    Rights. If  the  Offering  is  oversubscribed  by  such  subscribers,  the 
    allocation among  such  subscribers  will  be  determined  per  book-entry 
    account in proportion to  the number of  Subscription Rights exercised  by 
    subscribers for the subscription  of Offer Shares and,  where this is  not 
    possible, by drawing of lots;
  *second,  to  those   that  have  subscribed   for  Offer  Shares   without 
    Subscription Rights only and,  if the Offering  is oversubscribed by  such 
    subscribers, the allocation among such subscribers will be determined  per 
    book-entry account in proportion to the  number of Offer Shares for  which 
    such subscribers  have subscribed  and,  where this  is not  possible,  by 
    drawing of lots;
  *third, to Solidium in respect of the Solidium Subscription Guarantee of up
    to EUR 30 million  in such a  manner that any  subscriptions of the  Offer 
    Shares made by Solidium before the end of the Share Subscription Period on
    5 April 2013 that exceed the  amount of the Subscription Rights  allocated 
    to  it  reduce  the  maximum   amount  of  the  above-mentioned   Solidium 
    Subscription Guarantee; and
  *fourth, to subscribers procured by the Managers or, failing which, to  the 
    Managers in accordance with, and subject  to, the terms and conditions  of 
    the Underwriting  Agreement.  The  subscription  period  with  respect  to 
    Solidium (in respect of the Solidium  Subscription Guarantee of up to  EUR 
    30 million), the Managers and subscribers procured by the Managers expires
    on 12 April 2013.

The Company will confirm the approval or rejection of subscriptions for  Offer 
Shares without  Subscription Rights  to  all investors  that have  given  such 
subscription  assignments  for  the  subscription  for  Offer  Shares  without 
Subscription Rights.

If the allocation of Offer  Shares subscribed for without Subscription  Rights 
does  not  correspond  to  the  amount  of  Offer  Shares  indicated  in   the 
subscription assignment, the Subscription  Price paid for non-allocated  Offer 
Shares will  be refunded  to the  subscriber on  or about  16 April  2013.  No 
interest will be paid on the refunded amount.

Cancellation of Subscriptions under Certain Circumstances

In the event that the prospectus to  be prepared by the Company in  connection 
with the Offering  (the "Prospectus")  is supplemented  or amended  due to  an 
error, omission  or  material  new  information which  could  be  of  material 
importance to investors, investors who have subscribed for the Offer Shares or
New CDIs are  entitled to cancel  their subscriptions in  accordance with  the 
Finnish Securities Markets  Act (746/2012)  within a minimum  of two  business 
days from the publication of the supplement. A cancellation of a  subscription 
may only be made  in respect of  all of the Offer  Shares the shareholder  has 
subscribed for. The cancellation  right may only be  used if the investor  has 
committed to  subscribe  or subscribed  for  the  Offer Shares  prior  to  the 
publication of the supplement or amendment to the Prospectus and provided that
the error,  omission or  material new  information that  has resulted  in  the 
supplement or amendment has come in light prior to delivery of the security to
the investor  and,  for  the  Offer Shares  subscribed  for  pursuant  to  the 
Subscription  Rights,  the   time  when  trading   with  the  interim   shares 
representing the Offer  Shares (the  "Interim Shares")  begins. The  procedure 
regarding the cancellation  of the  subscriptions will  be announced  together 
with any such supplement to the Prospectus in Finland through a stock exchange
release and in the United Kingdom via a regulatory information service.

If a shareholder  who is  registered in the  Company's shareholders'  register 
maintained by Euroclear Finland or an  investor that has subscribed for  Offer 
Shares without  Subscription  Rights cancels  his  or her  subscriptions,  the 
institution to which subscription instructions were submitted will refund  the 
Subscription Price  paid to  the  bank account  notified  by the  investor  in 
connection with the subscription.  Subsequently, the Subscription Rights  will 
be re-entered  into the  investor's  book-entry account  within  approximately 
three business days after the cancellation notification has been submitted.

In the case of CDI Shareholders,  the Subscription Rights will be  re-credited 
to the CDI Shareholder's CREST account in the form of CDIs approximately three
business days  after the  cancellation notification  has been  submitted.  The 
funds will be refunded without interest.

If a shareholder has  sold or otherwise  transferred its Subscription  Rights, 
such sale or transfer cannot be cancelled.

Trading of the Subscription Rights

Holders of  Subscription Rights  may  sell their  Subscription Rights  on  the 
market at any time during the  trading of the Subscription Rights. Trading  of 
the Subscription Rights on  the Helsinki Stock Exchange  and the London  Stock 
Exchange will commence on 18 March 2013 and expire on 27 March 2013. The price
of the Subscription Rights on the Helsinki Stock Exchange and the London Stock
Exchange will be determined in market trading. Subscription Rights can be sold
or purchased  on the  Helsinki Stock  Exchange by  giving a  sell or  purchase 
assignment to  one's own  book-entry  account operator  or to  any  securities 
broker. Subscription  Rights can  be sold  or purchased  on the  London  Stock 
Exchange through a securities broker or otherwise in accordance with  standard 
market arrangements.

The ISIN code of the Subscription  Rights is FI4000060959, the trading  symbol 
on the Helsinki  Stock Exchange is  TLV1VU0113 and the  trading symbol on  the 
London Stock Exchange is TALS.

Approval of the Subscriptions

The Board  of  Directors  will  approve  all  subscriptions  pursuant  to  the 
Subscription Rights made in accordance with these terms and conditions of  the 
Offering and applicable  laws and regulations  on or about  12 April 2013  and 
will,  in   accordance  with   the  allocation   principles  set   out   under 
"-Subscription for  Offer Shares  without Subscription  Rights and  Allotment" 
above, approve subscriptions  without Subscription Rights  made in  accordance 
with these  terms and  conditions  of the  Offering  and applicable  laws  and 
regulations. No  confirmation  letters  of acceptance  of  subscriptions  made 
pursuant to the Subscription Rights will be sent.

The Company will publish the final results of the Offering in a stock exchange
release on or about 12 April 2013.

Registration and Trading of the Offer Shares

The Offer Shares subscribed for in  the Offering will be issued in  book-entry 
form in the book-entry securities system maintained by Euroclear Finland.  The 
Offer Shares  subscribed for  pursuant  to the  exercise of  the  Subscription 
Rights will  be recorded  on the  subscriber's book-entry  account as  Interim 
Shares representing the Offer Shares after the subscription has been effected.
Following completion of the  Share Subscription Period  (after 5 April  2013), 
CDI Shareholders who  have exercised  their Subscription  Rights will  receive 
CDIs representing Interim Shares to be credited to the relevant CREST account.

The ISIN code of the Interim  Shares and the CDIs representing Interim  Shares 
will be FI4000060967, the trading symbol  on the Helsinki Stock Exchange  will 
be TLV1VN0113 and  the trading  symbol on the  London Stock  Exchange will  be 
TALI. The Interim  Shares and  the CDIs  representing Interim  Shares will  be 
freely transferable and trading with the Interim Shares on the Helsinki  Stock 
Exchange, as a separate class of securities, will commence on or about 8 April
2013 (the first day on which dealings in securities can take place on both the
Helsinki Stock  Exchange  and the  London  Stock Exchange  (a  "Dealing  Day") 
following the expiration of the Share Subscription Period). The Interim Shares
will be combined  with the Existing  Shares (with ISIN  code FI0009014716  and 
trading symbol TLV1V)  when the  Offer Shares  have been  registered with  the 
Trade Register. Such  combination is expected  to occur on  or about 15  April 
2013. The  trading of  the Offer  Shares  on the  Helsinki Stock  Exchange  is 
expected to commence on or about 16 April 2013.

The Offer Shares subscribed for  without Subscription Rights will be  recorded 
as Shares on the subscriber's book-entry account on or about 15 April 2013.

Subscribers who  subscribe  for Offer  Shares  in the  form  of New  CDIs  are 
expected to have the New CDIs credited to their CREST accounts on or about  16 
April 2013.

The Offer Shares and the New CDIs are freely transferable.

Shareholder Rights

The Offer  Shares  will  carry  the  right  to  receive  dividends  and  other 
distributions of funds, if  any, and other shareholder  rights in the  Company 
with effect from the registration of the Offer Shares with the Trade Register,
which will occur on or about 15 April 2013.

The Offer Shares  will rank pari  passu with all  Existing Shares. Each  Offer 
Share entitles the holder to one vote at General Meetings.

Payments and Expenses

No transfer tax or  service fee is  payable on the  subscription of the  Offer 
Shares  or  Interim  Shares.  Book-entry  account  operators,  custodians  and 
securities brokers who exercise assignments regarding the Subscription  Rights 
may charge a brokerage fee for these assignments in accordance with their  own 
price lists. Book-entry account operators and custodians also charge a fee for
the maintenance  of  the book-entry  account  and  the deposit  of  shares  in 
accordance with their price list.

Information

The documents referred to  in Chapter 5, Section  22 of the Finnish  Companies 
Act (624/2006, as amended) are available  for review at the Company's  website 
at www.talvivaara.com/investors/governance.

Applicable Law and Dispute Resolution

The Offering will be governed by the laws of Finland. Any disputes arising  in 
connection with  the  Offering will  be  settled  by the  court  of  competent 
jurisdiction in Finland. By accepting rights under the Offering in  accordance 
with the  instructions set  out in  the Prospectus,  shareholders  irrevocably 
submit to the jurisdiction of the courts of Finland and waive any objection to
proceedings in any such  court on the  ground of venue or  on the ground  that 
proceedings have been brought in an inconvenient forum.

Other Issues

The Board of  Directors will resolve  any other issues  and practical  matters 
relating to the issue of the Offer Shares and the Offering.

INSTRUCTIONS TO EUROCLEAR FINLAND REGISTERED SHAREHOLDERS

Right to Subscribe for the Offer Shares in the Offering

The Record date  of the  Offering is  13 March  2013. The  Company will  grant 
Subscription Rights to all shareholders whose Existing Shares were acquired on
8 March 2013 at the latest.

If an Existing Share entitling the  holder thereof to a Subscription Right  is 
pledged or subject to any other  restrictions, the Subscription Right may  not 
necessarily be exercised without the consent  of the pledgee or the holder  of 
any other right.

Transferability of Subscription Rights

The Subscription Rights are  granted in the  form of electronic  book-entries, 
they are freely  transferable and are  expected to be  traded on the  Helsinki 
Stock Exchange  from  18  March 2013  to  27  March 2013.  The  price  of  the 
Subscription Rights will be determined on  the basis of the prevailing  market 
situation. A holder of Subscription Rights can sell the Subscription Rights by
giving a sales  assignment to its  own account operator  or to any  securities 
broker. The trading symbol of the Subscription Rights is TLV1VU0113.

Time Limits Set for Investors

Holders of Subscription Rights should  pay particular attention to giving  the 
applicable time limit for giving  instructions concerning the Offering to  the 
depository or a book-entry account operator.

Certain book-entry account operators may seek to sell unexercised Subscription
Rights on behalf of their customers on the Helsinki Stock Exchange pursuant to
their asset management agreements. Thus, they may instruct their customers  to 
give their subscription instructions on a date earlier than the expiration  of 
trading of the Subscription Rights. Holders of Subscription Rights should  pay 
particular attention to time limits when purchasing the Subscription Rights in
the secondary market close to the expiration of the Share Subscription Period.
In accordance with the normal clearing  rules of Helsinki Stock Exchange,  the 
Subscription Rights are  entered into  the holder's  book-entry account  three 
business days after the date of purchase and the holder can only exercise  the 
Subscription Rights to subscribe for the Offer Shares after such purchase  has 
been entered  into the  book-entry  account of  the holder.  All  Subscription 
Rights that are not  used by the expiration  of the Share Subscription  Period 
will expire without compensation.

Publication  and  the  Results  of  the  Offering  and  Confirmation  of   the 
Subscriptions

The Company will publish the final results of the Offering in a stock exchange
release on or about 12 April 2013.

The Company will not  send any confirmation letters  or letters of  acceptance 
confirming any subscriptions made pursuant to the Subscription Rights.

Trading of Offer Shares

Prior to issuing the Offer Shares, the Company will distribute Interim  Shares 
to each  subscriber,  and  such  Interim Shares  will  be  entered  into  each 
subscriber's book-entry account and represent the Offer Shares subscribed  for 
in the Offering.  The Interim Shares  will be tradable  on the Helsinki  Stock 
Exchange with the  trading symbol  TLV1VN0113 as of  8 April  2013, the  first 
stock exchange  trading day  after the  expiration of  the Share  Subscription 
Period.

On or  about  15 April  2013,  the Interim  Shares  will be  combined  in  the 
book-entry system with the Existing Shares immediately after the Offer  Shares 
have been registered  with the Trade  Register. The Offer  Shares will  become 
subject to trading  together with  the Existing Shares  on or  about 16  April 
2013. The Offer Shares are freely transferable.

Commissions

No separate costs or commissions are payable to the Company by an investor for
subscribing for Offer  Shares. Account  operators and  brokers will,  however, 
charge a  fee  for  the  trading  of  the  Subscription  Rights,  as  well  as 
commissions for the maintenance of the book-entry account and any transactions
pursuant to their price lists.

Shareholders Resident in Certain Jurisdictions

The Offering consists of a public  offering in Finland and the United  Kingdom 
only. Shareholders who are resident in, or who are citizens of, or who have  a 
registered address in countries other than  Finland or the United Kingdom  may 
be affected by  the laws of  the relevant jurisdiction.  Those persons  should 
consult  their  professional   advisers  as  to   whether  they  require   any 
governmental or other  consent or  need to  observe any  other formalities  to 
enable them to  exercise their Subscription  Rights. For further  information, 
see "Selling and Transfer Restrictions" in the Prospectus.

Additional Information

For further information on the rights relating to the Shares, see "Description
of the Shares and Share Capital-Shareholder Rights" in the Prospectus.

INSTRUCTIONS TO CDI SHAREHOLDERS

Right to Subscribe for the Offer Shares in the Offering

CDI Shareholders who are registered  in the Company's CDI register  maintained 
by CREST on the Record Date will  receive one (1) Subscription Right for  each 
Existing CDI held  on the  Record Date.  Six Security  Services holds  certain 
Existing Shares  on behalf  of  the CREST  Depository and,  accordingly,  will 
receive  Subscription  Rights.  Six  Security   Services  will  pass  on   the 
Subscription Rights in  the form  of representative instruments  to the  CREST 
Depository which will in turn issue Subscription Rights in the form of CDIs to
CDI Shareholders in accordance with the terms of the deed poll.

If an Existing  CDI entitling the  holder thereof to  a Subscription Right  is 
pledged or subject to any other  restrictions, the Subscription Right may  not 
necessarily be exercised without the consent  of the pledgee or the holder  of 
any other right.

Procedure for Acceptance and Payment

CDI Shareholders who  wish to exercise  all or part  of their entitlements  in 
respect of, or otherwise to transfer all or part of, their Subscription Rights
held by  them in  CREST  should refer  to the  CREST  Manual as  published  by 
Euroclear UK  and Ireland  Limited ("Euroclear  UK") from  time to  time  (the 
"CREST Manual") for further  information on the  CREST procedures referred  to 
below. CDI Shareholders who are  CREST sponsored members should consult  their 
CREST sponsor if  they wish to  exercise their entitlement  as only the  CREST 
sponsor will be able  to take the necessary  action to exercise such  holder's 
entitlement or otherwise to deal with such holder's Subscription Rights.

Euroclear  UK  will  separately  contact  CDI  Shareholders  with  respect  to 
arrangements to subscribe for  New CDIs in  excess of the  number of New  CDIs 
represented by their Subscription Rights. Any such subscription will require a
cash only USE Instruction.

The Subscription Rights  constitute a  separate security for  the purposes  of 
CREST and can accordingly  be transferred, in  whole or in  part, by means  of 
CREST in the same manner as any other security that is admitted to CREST.

If you  have any  questions on  the procedure  for acceptance  and payment  in 
respect of Subscription Rights held in the  form of CDIs in CREST, you  should 
contact Euroclear UK on 0845 9645 648 (if calling from the UK) or +44 20  7849 
0199 (if calling from outside the UK) during normal office hours. Please  note 
that the CREST Depository cannot provide financial advice on the merits of the
Offering or as to whether you should exercise your Subscription Rights.

Any unexercised Subscription  Rights will expire  without any compensation  at 
the end of the CDI Subscription Period  at 2:00 p.m. (London time) on 3  April 
2013.

USE Instructions

CDI Shareholders who  wish to  exercise all or  part of  their entitlement  in 
respect of  Subscription Rights  in CREST  must send  (or, if  they are  CREST 
sponsored members, procure that their  CREST sponsor sends) a USE  Instruction 
(and not, for the avoidance of  confusion, an MTM instruction with which  they 
may be more familiar) to Euroclear UK which, on its settlement, will have  the 
following effect:

  *the crediting of stock  to the account of  the CREST Depository under  the 
    participant ID  and member  account  ID with  the number  of  Subscription 
    Rights to be taken up; and
  *the creation of a  settlement bank payment obligation  (as defined in  the 
    CREST Manual), in accordance with  the RTGS payment mechanism (as  defined 
    in the CREST Manual), in favour of  the RTGS settlement bank of the  CREST 
    Depository in respect of  the full amount payable  on the exercise of  the 
    Subscription Rights referred to above.

If for any  reason it is  impracticable to  credit the CREST  accounts of  CDI 
Shareholders or  to enable  the Subscription  Rights, letters  of  entitlement 
shall, unless the Company (in consultation with the Joint Global Coordinators)
agrees otherwise, be  sent by  the CREST  Depository in  substitution for  the 
Subscription Rights that have not been so credited or enabled and the expected
timetable as set out  in this prospectus  may, with the  consent of the  Joint 
Global Coordinators, be adjusted as appropriate. References to dates and times
in this  prospectus should  be read  as subject  to any  such adjustment.  The 
Company, in  consultation with  the Joint  Global Coordinators,  will make  an 
appropriate stock exchange announcement giving  details of the revised  dates, 
but CDI Shareholders may not receive any further written communication.

Contents of USE Instructions

The  USE  Instruction  must  be  properly  authenticated  in  accordance  with 
Euroclear UK's  specifications and  must  contain, in  addition to  the  other 
information that is required for settlement in CREST, the following details:

  *the number of Subscription  Rights in the correct  multiples to which  the 
    acceptance relates;
  *the participant ID of the accepting CDI Shareholder;
  *the member account  ID of  the accepting  CDI Shareholder  from which  the 
    Subscription Rights are to be debited;
  *the participant ID of the CREST Depository, which is RECCH;
  *the member account ID of the CREST Depository, which is TALCPP01;
  *the amount payable by means of  the CREST assured payment arrangements  on 
    settlement of the USE Instruction. This must be the full amount payable on
    exercise of  the number  of Subscription  Rights to  which the  acceptance 
    relates;
  *the intended settlement date (which must be on or before 2:00 p.m. (London
    time) on 3 April 2013);
  *the ISIN code of the Subscription Rights, which is FI4000060959;
  *the Corporate Action Number  for the Offering. This  will be available  by 
    viewing the relevant corporate action details in CREST;
  *a contact  name and  telephone  number (in  the  free format  shared  note 
    field); and
  *a priority of at least 80.

Valid Acceptance

A USE Instruction complying with each of the requirements as to authentication
and contents set  out in  this paragraph  will constitute  a valid  acceptance 
where either:

(a) the USE Instruction settles by not later than 2:00 p.m.  (London 
time) on 3 April 2013; or

(b) at  the discretion  of  the Company  (in consultation  with  the 
Managers and as exercised by the CREST Depository):

(i) the USE Instruction  is received by Euroclear  UK by not  later 
than 2:00 p.m. (London time) on 3 April 2013;

(ii)  the  number  of  Subscription  Rights  inserted  in  the   USE 
Instruction is credited to the CREST  Depository account of the accepting  CDI 
Shareholder specified in the USE Instruction  at 2:00 p.m. (London time) on  3 
April 2013; and

(iii) the relevant USE Instruction settles by 2:00 p.m. (London time)
on 3 April 2013 (or such later  date as the Company, in consultation with  the 
Managers, has determined).

A USE Instruction will be treated as having been received by Euroclear UK  for 
these purposes  at the  time at  which  the instruction  is processed  by  the 
Network Provider's Communications  Host (as  defined in the  CREST Manual)  at 
Euroclear UK of the network  provider used by the  CDI Shareholder (or by  his 
CREST sponsor as the case may be). This will be conclusively determined by the
input time stamp  applied to  the USE  Instruction by  the Network  Provider's 
Communications Host.

The CREST  Depository will  pass reconciled  USE Instructions  to the  Central 
Securities Depository on  an on-going  basis on and  up to  2:00 p.m.  (London 
time) on 3 April 2013.

CREST Procedures and Timings

CDI Shareholders should note that Euroclear UK does not make available special
procedures in CREST for any particular corporate action. Normal system timings
and limitations  will  therefore apply  in  relation to  the  input of  a  USE 
Instruction and its  settlement in  connection with  the Offering.  It is  the 
responsibility of  the CDI  Shareholder  concerned to  take  (or, if  the  CDI 
Shareholder is a  CREST sponsored member,  to procure that  his CREST  sponsor 
takes) the action necessary to ensure  that a valid acceptance is received  as 
stated above by 2:00 p.m. (London time) on 3 April 2013.

CDI Shareholders  (and  where  applicable  CREST  sponsors)  are  referred  in 
particular  to  those  sections  of  the  CREST  Manual  concerning  practical 
limitations of the CREST system and timings.

CDI Shareholder's Undertaking to Pay

A CDI  Shareholder  who  makes  a valid  acceptance  in  accordance  with  the 
procedures set out under "-Procedure for Acceptance and Payment" above:

(a) undertakes  to  pay to  the  CREST Depository,  or  procure  the 
payment to the CREST Depository of,  the amount payable in euro on  acceptance 
in accordance with the above procedures or in such other manner as the Company
may require (it being acknowledged that, where payment is made by means of the
RTGS payment mechanism  (as defined in  the CREST Manual)  the creation of  an 
RTGS settlement  bank  payment obligation  in  euro  in favour  of  the  CREST 
Depository's RTGS  settlement  bank  (as  defined in  the  CREST  Manual),  in 
accordance with  the  RTGS payment  mechanism  shall,  to the  extent  of  the 
obligation so created, discharge  in full the obligation  of the CREST  member 
(or CREST sponsored member) to pay to the CREST Depository the amount  payable 
on acceptance); and

(b) requests that the New CDIs to which they will become entitled be
issued to them on the terms set out in the CREST International Service manual.

Money Laundering Regulations

If you hold your  Subscription Rights in  CREST and apply  to exercise all  or 
part of your entitlement as  agent for one or more  persons and you are not  a 
United Kingdom- or EU-regulated  person or institution  (e.g., a UK  financial 
institution), then, irrespective of  the value of  the application, the  CREST 
Depository is required to take  reasonable measures to establish the  identity 
of the person or persons on whose  behalf you are making the application.  You 
must,  therefore,  contact  the  CREST  Depository  before  sending  any   USE 
Instruction or other instruction so that appropriate measures may be taken.

Submission of  a  USE  Instruction  that  constitutes,  or  that  may  on  its 
settlement constitute, a  valid acceptance  as described  above constitutes  a 
warranty and undertaking  by the applicant  to provide promptly  to the  CREST 
Depository any information the CREST Depository may specify as being  required 
for the purposes of the Money Laundering Regulations or UK Financial  Services 
Markets Act 2000. Pending the provision of evidence satisfactory to the  CREST 
Depository as to  identity, the  CREST Depository, having  consulted with  the 
Company and the  Joint Global Coordinators,  may take, or  omit to take,  such 
action as  it  may  determine  to  prevent or  delay  settlement  of  the  USE 
Instruction. If satisfactory evidence of identity has not been provided within
a reasonable  time,  then  the  CREST  Depository  will  not  permit  the  USE 
Instruction concerned to proceed  to settlement but  without prejudice to  the 
right of the Company and/or the Joint Global Coordinators to take  proceedings 
to recover  any  loss suffered  by  it/them as  a  result of  failure  by  the 
applicant to provide satisfactory evidence.

Transferability of Subscription Rights

The Subscription  Rights will  be granted  in the  form of  CDIs and  will  be 
admitted to trading  on the main  market for listed  securities of the  London 
Stock Exchange  from  18  March 2013  to  27  March 2013.  The  price  of  the 
Subscription Rights will be determined on  the basis of the prevailing  market 
situation. A holder of Subscription Rights in  the form of CDIs may sell  such 
Subscription Rights by 27 March 2013.

Time Limits Set for Investors

Holders of Subscription Rights should  pay particular attention to giving  the 
applicable time limit for giving  instructions concerning the Offering to  the 
depository or a book-entry account operator.

Publication  and  the  Results  of  the  Offering  and  Confirmation  of   the 
Subscriptions

The Company will publish the final results of the Offering in a stock exchange
release on or about 12 April 2013.

The Company will not  send any confirmation letters  or letters of  acceptance 
confirming any subscriptions made pursuant to the Subscription Rights.

Trading of Offer Shares

Following completion of the  Share Subscription Period  (after 5 April  2013), 
CDI Shareholders who  have exercised  their Subscription  Rights will  receive 
CDIs representing Interim Shares to be credited to the relevant CREST account.
The ISIN code of the Interim  Shares and the CDIs representing Interim  Shares 
will be FI4000060967, the trading symbol  on the Helsinki Stock Exchange  will 
be TLV1VN0113 and  the trading  symbol on the  London Stock  Exchange will  be 
TALI. The Interim  Shares and  the New  CDIs representing  Interim Shares  are 
freely transferable and trading with the Interim Shares on the Helsinki  Stock 
Exchange, as  a separate  class  of securities,  will  commence on  the  first 
Dealing Day following the  expiration of the Share  Subscription Period on  or 
about 8 April 2013.

On or about 16 April 2013, subscribers  who exercise Offer Shares in the  form 
of New CDIs are expected  to have New CDIs  credited to their CREST  accounts, 
after the Offer Shares have been  registered with the Finnish Trade  Register. 
The New CDIs will become subject to trading together with the Existing CDIs on
or about 16 April 2013. The New CDIs are freely transferable.

Commissions

No separate costs or commissions are payable to the Company by an investor for
subscribing for Offer  Shares. Account  operators and  brokers will,  however, 
charge a  fee  for  the  trading  of  the  Subscription  Rights,  as  well  as 
commissions for the maintenance of the book-entry account and any transactions
pursuant to their price lists.

Shareholders Resident in Certain Jurisdictions

The Offering consists of a public  offering in Finland and the United  Kingdom 
only. Shareholders who are resident in, or who are citizens of, or who have  a 
registered address in countries other than  Finland or the United Kingdom  may 
be affected by  the laws of  the relevant jurisdiction.  Those persons  should 
consult  their  professional   advisers  as  to   whether  they  require   any 
governmental or other  consent or  need to  observe any  other formalities  to 
enable them to  exercise their Subscription  Rights. For further  information, 
see "Selling and Transfer Restrictions" in the Prospectus.

Additional Information

For further information on the rights relating to the Shares, see "Description
of the Shares and Share Capital-Shareholder Rights" in the Prospectus.

Terms & Conditions of Offering to raise approximately MEUR 261 8.3.12

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(i) the releases contained herein are protected by copyright and other
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(ii) they are solely responsible for the content, accuracy and originality of
the
information contained therein.

Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE
HUG#1684011
 
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