Talvivaara releases

Talvivaara Mining Company Plc: Management Changes

Fri, 11 May 2012 09:43:37 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

11 May 2012

Talvivaara Management Changes

Talvivaara Mining Company Plc ("Talvivaara" or "the Company") announces today changes in the Management to reinforce and achieve the Company`s operational and financial targets.

Following the Annual General Meeting of Shareholders on 26 April 2012 Mr. Harri Natunen has stepped in as Chief Executive Officer. To strengthen and increase the efficiency of the management work, Mr. Natunen has consolidated the former Executive Committee and Extended Executive Committee.

Also, in order to promote and achieve the primary targets of the Company and to improve the solid foundations for the development of Talvivaara's operations in Finland, Mr. Natunen has appointed Ms. Maija Kaski as Chief Human Resources Officer, Mr. Mikko Korteniemi as Chief Production Officer (Bioheapleaching and Metals Recovery) and Mr. Jari Voutilainen as Chief Mining Officer (Mining and Materials Handling). Previously Mr. Voutilainen worked for the Company as General Manager of Business Development.

In addition to the consolidation of the Executive Committee and new appointments, former Chief Operations Officer, Mr. Lassi Lammassaari will continue to work for the Company as Vice President - Strategic Projects. Mr. Lammassaari will focus on strategically important projects in the development and expansion of the Company operations as of 1 June 2012.

Appointments:
Mr. Jari Voutilainen, Chief Mining Officer as of 1 June 2012
Mr. Lassi Lammassaari, Vice President - Strategic Projects as of 1 June 2012
Ms. Maija Kaski, Chief Human Resources Officer as of 1 June 2012
Mr. Mikko Korteniemi, Chief Production Officer (Metals Recovery) as of 1 June 2012

Executive Committee:
Harri Natunen Chief Executive Officer, Saila Miettinen-Lähde Deputy CEO / Chief Financial Officer, Pekka Erkinheimo Chief Commercial Officer, Kari Vyhtinen Chief Investment Officer, Eeva Ruokonen Chief Sustainability Officer, Maija Kaski Chief Human Resources Officer, Mikko Korteniemi Chief Production Officer (Metals Recovery), Jari Voutilainen Chief Mining Officer.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 712 9800
Harri Natunen, Chief Executive Officer
Saila Miettinen-Lähde Deputy CEO, Chief Financial Officer

Merlin PR Tel: +44 207 726 8400
David Simonson
Anca Spiridon

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc. Board of Directors Organizational Meeting 2012

Fri, 27 Apr 2012 10:08:01 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
27 April 2012

Talvivaara Mining Company Plc. Board of Directors Organizational Meeting 2012

The Chairman and the Deputy Chairman of the Board of Directors

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") notes that Talvivaara's Board of Directors held its organizational meeting on 26 April 2012. Having consulted Talvivaara's major shareholders in advance as required by the UK Corporate Governance Code, the Board of Directors elected the former CEO of the Company Mr. Pekka Perä as Chairman of the Board of Directors. Whilst the Board of Directors recognizes that a Chief Executive should go on to be chairman of the same company only in exceptional cases, the Board considers that retaining Mr. Perä's continuing and close involvement in the Company as an Executive Chairman is justified as Mr. Perä is the founder and a major shareholder of the Company and as he has extensive experience and knowledge of Talvivaara's operations.

Mr. D. Graham Titcombe was elected as the Deputy Chairman (Senior Independent Director).

The compositions of the Board Committees

The Board appointed from among its members the following members to the Committees:

Audit Committee:
Eileen Carr, Chairman
Kirsi Sormunen
D. Graham Titcombe

Nomination Committee:
D. Graham Titcombe, Chairman
Tapani Järvinen
Michael Rawlinson

Remuneration Committee:
Tapani Järvinen, Chairman
D. Graham Titcombe
Stuart Murray

Sustainability Committee:
Kirsi Sormunen, Chairman
Tapani Järvinen
Stuart Murray

In addition to the existing committees, the Board has established a Strategy Committee, the purpose of which is to make proposals and recommendations to the Board relating to the long-term strategic guidelines and goals of the Company.

Strategy Committee:
Edward Haslam, Chairman
Pekka Perä
Michael Rawlinson
Stuart Murray

Enquiries

Talvivaara Mining Company Plc Tel: +358 20 712 9800
Harri Natunen, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO

Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012

Thu, 26 Apr 2012 14:55:20 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
26 April 2012

Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") is pleased to announce that, at the Annual General Meeting of the Company held at 10:00 am today on 26 April 2012, all the resolutions proposed, as set out in the notice of the meeting to shareholders dated 19 March 2012, were duly passed.

Talvivaara's Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2011. Annual General Meeting resolved that no dividend is paid for 2011 and that the loss of the financial period is entered into the Company's profit/loss account on the balance sheet.

The Board of Directors and the Auditor

As proposed by the Remuneration Committee the Annual General Meeting approved the annual fee payable to the members of the Board of Directors for the term until the close of the Annual General Meeting in 2013 to be as follows: Chairman of the Board of Directors: EUR 120,000/year, Deputy Chairman (Senior Independent Director): EUR 69,000/year, Chairmen of the Board Committees: EUR 69,000/year, other Non-Executive Directors: EUR 48,000/year. Should the Board of Directors decide to engage an Executive Chairman, the total remuneration payable to the Executive Chairman for the term until the close of the Annual General Meeting in 2013 was approved to be EUR 280,000/year.

As proposed by the Nomination Committee the Annual General Meeting decided the number of Board members to be eight (8) and as proposed Mr. Edward Haslam, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Tapani Järvinen and Mr. Pekka Perä were re-elected as Board members and Mr. Stuart Murray, Mr. Michael Rawlinson and Ms. Kirsi Sormunen were appointed as new members of the Board of Directors.

It was resolved that the auditor will be reimbursed according to the auditor's approved invoice. The authorised public accountants PricewaterhouseCoopers Oy was elected as the auditor of the Company for the financial year 2012. The auditor with principal responsibility will be Ms. Ylva Eriksson.

Authorising the Board of Directors to decide on the repurchase of the Company's own shares

The shares shall be repurchased in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's incentive programs. The authorisation shall also include the right to take the Company's own shares as pledge to secure the potential receivables of the Company. Own shares repurchased by the Company may be retained, cancelled or conveyed.

The authorisation is valid until 25 October 2013. The authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 28 April 2011.

Authorising the Board of Directors to decide on the conveyance of the Company's own shares

The Annual General Meeting resolved to on authorising the Board of Directors to decide on the conveyance, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares.

The shares held by the Company may be conveyed to the Company's shareholders in proportion to their present holding or by waiving the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the Company.

The shares may be conveyed in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's personnel incentive program. The consideration, if any, paid in connection the conveyance of the Company's own shares shall be recorded in the reserve for invested unrestricted equity.

The Board of Directors shall decide on other matters related to the conveyance of the Company's own shares. The conveyance authorisation is valid until 25 April 2014.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800

Harri Natunen, Chief Executive Officer
Saila Miettinen-Lähde, Deputy CEO and CFO

Talvivaara Mining Company Interim Report for January-March 2012

Wed, 25 Apr 2012 09:00:00 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
25 April 2012

Talvivaara Mining Company Interim Report for January-March 2012

Production impacted by environmental process modifications and
unscheduled improvement measures in metals recovery

Highlights

Nickel production of 3,374t, adversely impacted by process modifications at the metals recovery plant
Net sales of EUR 39.0m
Operating loss of EUR (11.4)m
Significantly strengthened financial position; EUR 83m raised from equity placing and EUR 110m from bond issue⁽¹⁾
Uranium permitting progressed with a European Commission confirmation under the Euratom Treaty and the Finnish Government permit under the Nuclear Energy Act
Harri Natunen appointed CEO from 26 April 2012
Full-year production guidance maintained at 25,000-30,000t nickel, but production expected to be at the lower end of the range as previously indicated

⁽¹⁾ The EUR 110m senior unsecured bond was settled in April and is therefore not included in Q1 2012 financial figures.

Key figures

EUR million	Q1 2012	Q4 2011	Q1 2011	FY 2011
Net sales	39.0	66.5	66.5	231.2
Operating profit (loss)	(11.4)	14.9	11.6	30.9
% of net sales	(29.3)%	22.5%	17.5%	13.4%
Profit (loss) for the period	(14.9)	3.7	2.0	(5.2)
Earnings per share, EUR	(0.06)	0.01	0.00	(0.04)
Equity-to-assets ratio	31.8%	27.9%	32.5%	27.9%
Net interest bearing debt	422.2	455.7	325.8	455.7
Debt-to-equity ratio	107.9%	141.3%	82.8%	141.3%
Capital expenditure	14.7	21.6	10.4	79.1
Cash and cash equivalents at the end of the period	85.9	40.0	144.7	40.0
Number of employees at the end of the period	498	461	413	461

All reported figures in this release are unaudited.

CEO Pekka Perä comments: "The first quarter of 2012 was a difficult period for Talvivaara with disappointing production and financial performance. In January, we installed and commissioned a new water recycling system, which is anticipated to reduce our raw water intake by approximately 65-75% when in full utilisation. Whilst this takes us yet another step closer to a closed circuit and marks a proactive step in executing our sustainability strategy, the installation process caused downtime at the metals recovery plant and thereby impacted first quarter production volumes.

In March, all of us at Talvivaara were faced with the terrible news that one of our employees had lost his life in a very unfortunate accident. Whilst the circumstances surrounding the fatality are still being thoroughly investigated, we have taken all the possible measures and precautions to make the workplace both technically and operationally as safe as possible. After the incident, we stopped the metals recovery plant in order to make preventative occupational safety-related modifications and improvements, and we have paid even closer attention to occupational safety guidelines and monitoring. All our thoughts and sympathy at Talvivaara are with the family and friends of our late colleague.

Despite the disappointing first quarter performance, I am quite pleased with the underlying positive developments in our operations. In particular, recent analysis of ore samples taken from heap section 3 indicates nickel recoveries of up to 85% in less than two years of leaching, which exceeds our expectations. Last year's problems in primary heap reclaiming are also being overcome through process changes we have already implemented, which we believe will help us to offset the recent issues, as well as achieve the 2012 guidance and ramp up towards full capacity.

From a financial perspective, our first quarter results reflect the unsatisfactory production volumes and a generally unfavourable nickel price environment. The nickel price rallied to above USD 21,000 per tonne at the start of 2012 but subsequently retreated to USD 17,000-18,000 per tonne in February and March primarily due to prevailing economic conditions. Whilst we cannot be pleased with the results, they are characteristic to our ongoing ramp-up phase, and we expect material improvement as production volumes increase going forward. Importantly, we also took significant steps to increase our financial flexibility through the EUR 83 million equity placing and EUR 110m bond issue during the quarter.

This is my last set of results as the CEO of Talvivaara, and as I look back, I am extremely thankful to everyone at Talvivaara for their hard work and commitment throughout the planning, construction and ramp-up phases of the Sotkamo mine. We have had our share of challenges and issues, some of which still remain. Operationally, we have continued to face commissioning issues, but at the same time, we have established a solid track record in overcoming them with a clear plan for increasing production to full capacity over the next few years.

As I look forward, our vision for Talvivaara as a growing, profitable and sustainable mining company is as clear as ever. As of tomorrow, Harri Natunen will take on the CEO role to steer the Company towards full production. As Executive Chairman, I look forward to helping the Company grow and, knowing Harri, I have full confidence in him and the team to overcome our remaining challenges and take Talvivaara forward to stable, profitable full-scale production and beyond."

Incoming CEO Harri Natunen comments: "Over the past month, I have been preparing for my role as the CEO of Talvivaara and observing the Company's operations in full detail. Whilst not without its challenges, I have full confidence in our ability to overcome the remaining issues and take the Sotkamo mine to full production.

From an operational perspective, all of our production processes have already been proven to achieve design capacity, but we have yet to achieve full scale operational stability on a consistent basis. To do that, we will continue to pay attention to management systems and organisational design as well as a culture of continuous improvement. Having already witnessed the high ambition and energy of the organisation, I have no doubt in my mind that we will reach our goal and 50,000 tonnes of nickel per annum nameplate capacity - it is only a matter of time.

As for environmental and social issues, these are a clear priority for us and we will continue our ongoing hard work to minimize our environmental impact. We have recently made significant additional investment commitments to catalytic burning and reverse osmosis technologies which will enable us to continue reducing emissions into air and water. Through these and other efforts we are well on our way to becoming an industry leader in sustainable mining and we also seek to support the outcome of these technical efforts with efficient and transparent communication with our neighbours and other stakeholders.

I very much look forward to using my full experience to help the capable and motivated team at Talvivaara to take the Company forward. Whilst we still have some issues to solve, we also have a clear roadmap to overcoming them and to regaining the confidence of our stakeholders. Finally, I would like to congratulate Pekka and the team for the incredible project they have developed and the solid foundation on which further success can be built."

Enquiries:

Talvivaara Mining Company Plc. Tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, Deputy CEO and CFO

Merlin PR Tel. +44 20 726 8400
David Simonson
Anca Spiridon

Webcast and conference call on 25 April 2012 at 12:00 BST/14:00 EET

A combined webcast and conference call on the January-March 2012 Interim Result will be held on 25 April 2012 at 12:00 BST/14:00 EET. The call will be held in English.

The webcast can be accessed through the following link:
http://qsb.webcast.fi/t/talvivaara/talvivaara_2012_0425_q1/

A conference call facility will be available for a Q&A with senior management following the presentation.

Participant - Finland: +358 (0)9 2313 9201
Participant - UK: +44 (0)20 7162 0025
Participant - US: +1 334 323 6201

Conference ID: 914118

The webcast will also be available for viewing on the Talvivaara website shortly after the event.

Financial review

Net sales and financial result

Talvivaara's net sales for nickel and cobalt deliveries to Norilsk Nickel and for zinc deliveries to Nyrstar during the quarter ended 31 March 2012 amounted to EUR 39.0 million (Q1 2011: EUR 66.5 million). The net sales decreased by 41.3% compared to Q4 2011 mainly due to lower than expected metals production. The product deliveries amounted to 3,522 tonnes of nickel, 8,333 tonnes of zinc and 96 tonnes of cobalt.

The Group's other operating income amounted to EUR 1.4 million (Q1 2011: EUR 0.3 million) and resulted mainly from indemnities on losses.

Materials and services amounted to EUR (34.9) million in Q1 2012 (Q1 2011: EUR (36.3) million) and other operating expenses were EUR (18.9) million (Q1 2011: EUR (13.7) million). The largest cost items were production chemicals, particularly hydrogen sulphide, external services and maintenance.

Employee benefit expenses including the value of employee expenses related to the employee share option scheme of 2007 were EUR (7.8) million (Q1 2011: EUR (6.8) million). The increase was attributable to the increased number of personnel.

Operating loss for Q1 2012 was EUR (11.4) million (Q1 2011: profit of EUR 11.6 million), and the operating margin was (29.3)%. Regardless of the decrease in production, operating costs remained at broadly the same level as in Q4 2011 particularly due to maintenance-related cost items across production stages.

Finance income for the period was EUR 1.7 million (Q1 2011: EUR 1.1 million) and consisted mainly of exchange rate gains. Finance costs of EUR (9.6) million (Q1 2011: EUR (9.4) million) were mainly due to interest and related financing expenses on borrowings.

Loss for the period amounted to EUR (14.9) million (Q1 2011: profit of EUR 2.0 million), reflecting the delivery volumes and incurred operating costs. Earnings per share were EUR (0.06) (Q1 2011: EUR (0.00).

Total comprehensive income for the period was EUR (14.9) million (Q1 2011: EUR (0.6) million). In Q1 2011, total comprehensive income included a reduction in hedge reserves resulting from the occurrence of the hedged sales.

Balance sheet

Capital expenditure in Q1 2012 totalled EUR 14.7 million (Q1 2011: EUR 10.4 million). The expenditure related primarily to earthworks in secondary leaching, gypsum pond and uranium extraction circuit. On the consolidated statement of financial position as at 31 March 2012, property, plant and equipment totalled EUR 765.7 million (31 December 2011: EUR 762.0 million).

In the Group's assets, inventories amounted to EUR 268.3 million on 31 March 2012 (31 December 2011: EUR 240.4 million). The increase in inventories reflects the ramp-up of production and the consequent increase in the amount of ore stacked on heaps, valued at cost.

Trade receivables amounted to EUR 47.8 million on 31 March 2012 (31 December 2011: EUR 64.0 million). The decrease in trade receivables reflects the decrease in nickel and zinc deliveries compared to Q4 2011.

On 31 March 2012, cash and cash equivalents totalled EUR 85.9 million (31 December 2011: EUR 40.0 million).

In equity and liabilities, total equity amounted to EUR 391.3 million on 31 March 2012 (31 December 2011: EUR 322.6 million). Talvivaara raised EUR 81.5 million, net of transaction costs, through an issue of 24,589,050 new shares in Q1 2012. In addition, perpetual capital loan interest cost of EUR 2.8 million was capitalized in equity. A total of 111,747 new shares were subscribed and paid for in Q1 2012 under the company's stock option rights 2007A and the entire subscription price amounting to EUR 0.3 million was recognized in equity.

Borrowings increased from EUR 495.7 million on 31 December 2011 to EUR 508.2 million at the end of March 2012. The changes in borrowings during the quarter included a repayment of commercial paper notes amounting to EUR 7 million and the drawdown of EUR 20 million under the revolving credit facility.

Total advance payments as at 31 March 2012 amounted to EUR 247.4 million (31 December 2011: EUR 247.3 million). Talvivaara received a total of EUR 1.8 million in advance payments during Q1 2012 based on the uranium off-take agreement with Cameco Corporation, whilst the advance payment from Nyrstar was amortised by EUR 1.7 million as a result of zinc deliveries.

Total equity and liabilities as at 31 March 2012 amounted to EUR 1,231.0 million (31 December 2011: EUR 1,156.7 million).

Financing

In March 2012, Talvivaara issued a EUR 110 million senior unsecured bond, guaranteed by Talvivaara Sotkamo Ltd. The 5-year bond had an issue price of 100%, pays a coupon of 9.75% and is callable after 3 years. The transaction was settled and the notes listed on NASDAQ OMX Helsinki in April, hence the financial impact of the bond is not included in the Q1 2012 figures.

In February 2012, Talvivaara completed an issue of 24,589,050 new shares representing approximately 10 per cent of the number of the existing shares of the Company. Through the equity placing, Talvivaara raised EUR 82.6 million before commissions and expenses. An Extraordinary General Meeting of Talvivaara resolved to approve the share issue in March and the new shares were subsequently registered in the Finnish Trade Register.

Currency option programme

Talvivaara has entered into a currency option programme comprising USD options for three months from April 2012 through June 2012. The monthly obligation is USD 5.0 million and protection is USD 5.0 million. The collar ranges from 1.1350 to 1.5000.

Production review

Alongside stabilised metals production, Talvivaara's operational focus during the first quarter was on sustainability and environmental aspects of the Company's operations as well as on occupational safety. These focus areas required production stoppages and temporary process alterations that adversely impacted the production output, which amounted to 3,374t (Q1 2011: 4,215t) of nickel and 7,890t (Q1 2011: 6,363t) of zinc.

In metals recovery, overall optimization of the process continued to make progress. Issues in hydrogen sulphide production, that had caused extended downtime in metals production during the second half of 2011, have been addressed through improved temperature control by amended operating procedures and a focus on ensuring the availability of spare parts inventory. The reliability of Talvivaara's hydrogen sulphide generators, and consequently the entire metals recovery process, has significantly increased as a result. However, a production stoppage was required in January for the installation of a new water recycling system reducing raw water intake by approximately 65-75% when fully utilised. As part of the undertaken process change, the Company has also temporarily maintained excess water in circulation thereby somewhat diluting metal grades in solution. Furthermore, during the latter part of March, Talvivaara made occupational safety-related preventative improvements at the plant, which required an unscheduled stoppage and also negatively impacted production.

The mining department continued to match the ore demand by crushing and waste rock demand by earthworks, in particular the construction of secondary heap foundations. Emphasis continues to be on ore mining. The department produced 3.0Mt of ore (Q1 2011: 2.2Mt) and 1.5Mt of waste (Q1 2011: 5.2Mt).

In materials handling, the performance and reliability of the crushing circuit continued to improve with periods of record output. However, the overall availability of the circuit did not yet reach the targeted level and required continued focus on planning and execution of maintenance procedures. Primary heap reclaiming, which severely restricted the overall crushing and stacking of ore in 2011, also improved through a new operating procedure that was implemented in early 2012. The new reclaiming process is expected to remove the remaining capacity utilisation limitations in materials handling, and enable the entire process to operate at the required level. Crushing and stacking of ore in Q1 2012 amounted to 3.0Mt (Q1 2011: 2.2Mt).

In bioheapleaching, the new primary heap section 2 was completed and the reclaiming of primary heap section 3 commenced. Following the continuous process development in bioheapleaching, primary heap section 3 has been the most successful heap section to date. Recent analysis of ore samples taken from heap section 3 indicates nickel recoveries of up to 85% in less than two years of leaching, which exceeds the Company's expectations. Furthermore, secondary leaching has progressed well, confirming that metal content remaining after primary leaching is effectively recovered through secondary leaching.

During the quarter, nickel grades in primary heap sections were stable at slightly below 2 g/l, and in the secondary heap stable at approximately 1 g/l. Accordingly, the average nickel grade pumped to metals recovery was somewhat below 2 g/l. Metal grades in solution reflected the dilution impact of a process change-related temporary increase in the amount of water in circulation, as well as the impact of cold weather. Grades started to develop positively again in March, reflecting improving water balance, increasing solution temperature and the completion of the new primary heap section 2.

Production key figures

		Q1 2012	Q4 2011	Q1 2011	FY 2011
Mining
Ore production	Mt	3.0	3.2	2.2	11.1
Waste production	Mt	1.5	2.0	5.2	17.0
Materials handling
Stacked ore	Mt	3.0	3.2	2.2	11.1
Bioheapleaching
Ore under leaching	Mt	38.6	35.6	26.5	35.6
Metals recovery
Nickel metal content	Tonnes	3,374	4,769	4,215	16,087
Zinc metal content	Tonnes	7,890	10,524	6,363	31,815

Sustainable development, safety and permitting

Safety

In March, one of Talvivaara's employees regrettably lost his life in the vicinity of the metals recovery plant. Increased hydrogen sulphide concentrations had been detected in the area, and work had been suspended in accordance with occupational safety guidelines. Authorities are investigating the accident and have informed the Company that when found, the victim was not wearing the compulsory gas detection and protective gear. The fatality has been disturbing to everyone at Talvivaara, and crisis counselling has been made available for personnel. A safe working environment and safe working practices remain top priorities for Talvivaara, and the Company initiated an unscheduled stoppage in late March with a focus on preventative occupational safety-related improvements. Certain process clarifications were also requested by the relevant authority, the Finnish Safety and Chemical Agency (Tukes), and these were subsequently provided by the Company to the satisfaction of the authority (see Events after the review period).

At the end of the first quarter, the injury frequency among the Talvivaara personnel was 11.8 lost time injuries/million working hours on a rolling 12 month basis (31 March 2011: 13.7 lost time injuries/million working hours).

Environment

Talvivaara continued to comply with environmental permit limits for water emissions during the first quarter, apart from an isolated incident causing no permanent environmental effects. Sulphate and sodium emissions have continued to decrease as a result of process improvements and increased water circulation. Talvivaara also commissioned an independent third party to model the water quality development of nearby lakes over the next few years, which was completed during the quarter. Based on the model, water quality will continue to improve and no permanent damage has been caused to nearby lakes. However, Talvivaara is committed to further improving process water quality through more efficient process water treatment and increased recycling.

Hydrogen sulphide (odour) emissions and dust emissions to air have also remained within the permitted limits, apart from distinct point sources at the screening building and metals recovery plant. During 2012, dust emissions will be addressed through a new dust removal system at the screening building and hydrogen sulphide emissions through catalytic burning of hydrogen sulphide gases.

In order to improve timely and transparent communication on environmental matters with the neighbouring communities and other interested stakeholders, Talvivaara launched a specific website for this purpose in January. The Finnish language website, www.paikanpaalla.fi, reviews environmental data and events in blog format and aims to provide region-specific information in an easily understandable and concise form.

Permitting

In January, Talvivaara received a positive opinion on its uranium recovery process from the European Commission under the Euratom Treaty. In its opinion, the European Commission considered that uranium recovery at the Talvivaara mine complies with the goals set by the Euratom Treaty and may improve the supply security of nuclear fuel in the European Union. In March, Talvivaara also received a licence from the Finnish Government to extract uranium as a by-product from its existing operations pursuant to the Nuclear Energy Act. The permit is valid throughout the life of the mine, however, no longer than until the end of 2054.

Following completion of the Environmental Impact Assessment ("EIA") programme, the EIA process for the potential expansion of the Talvivaara mine was initiated during the first quarter. The EIA covers options to expand production capacity up to 100,000t of nickel per annum, and also the option to refine nickel sulphide into LME-quality nickel metal.

Talvivaara's existing environmental permit is currently being renewed under a standard process. The renewed permit is anticipated to be received during 2012.

Business development

Uranium production

Talvivaara is preparing for the recovery of uranium as a by-product of the Company's existing operations. Uranium occurs naturally in small concentrations in the Talvivaara area and leaches into the process solution along with Talvivaara's main products. Annual uranium production is estimated at 350tU (ca. 770,000 pounds), corresponding to approximately 410t (900,000 pounds) of yellow cake (UO₄), and Talvivaara's entire uranium production will be sold under a long-term agreement to Cameco Corporation.

Following receipt of the construction permit in August 2011, Talvivaara commenced construction of the uranium recovery facility, which will be completed during the current year. The permitting process for uranium production is ongoing and the start of uranium production is further subject to, among others, environmental permit approval and chemical authorisation. The decision on the environmental permit is expected in 2012.

Production expansion - Operation Overlord

Conceptual studies relating to production expansion beyond 50,000tpa of nickel continued during the quarter, with a particular emphasis on permitting. The scoping studies are based on the target of doubling the presently planned production to approximately 100,000tpa of nickel. Whilst studies relating to various processing options continue, it appears relatively likely that a substantial part of the expanded production would be LME-quality nickel metal, i.e. Talvivaara would integrate its production one step further downstream.

During the first quarter, the Environmental Impact Assessment ("EIA") programme for the expansion was completed and EIA hearings commenced. Permitting is anticipated to proceed to the submission of an environmental permit application in late 2012.

No investment decisions relating to the production expansion have yet been taken. Provided the investment is pursued, it is envisioned to be carried out in a modular fashion to allow spreading out of the expenditure over an estimated 5-6 year period starting around 2014. The modular approach also allows commissioning of the equipment and processes sequentially in the order of the process stages, which is expected to reduce the risk of serious start-up issues.

Energy strategy

Talvivaara's energy strategy is focused on building an environmentally sound portfolio of low-cost capacity allowing the Company to be energy self-sufficient in the longer term. Talvivaara's electricity need is currently approximately 45MW, and is expected to increase significantly if the Company proceeds with the planned capacity expansion and further refining of nickel into LME-quality metal.

During the first quarter, Talvivaara increased its capacity share in the Fennovoima nuclear project in Finland from approximately 10MW to approximately 60MW. The Company is also studying, amongst others, on-site windpower production, bioenergy and utilization of energy generated in the production process.

Risk management and principal risks

In line with current corporate governance guidelines on risk management, Talvivaara carries out an ongoing process endorsed by the Board of Directors to identify risks, measure their impact against certain assumptions and implement the necessary proactive steps to manage these risks.

Talvivaara's operations are affected by various risks common to the mining industry, such as risks relating to the development of Talvivaara's mineral deposits, estimates of reserves and resources, infrastructure risks, and volatility of commodity prices. There are also risks related to counterparties, currency exchange ratios, management and control systems, historical losses and uncertainties about the future profitability of Talvivaara, dependence on key personnel, effect of laws, governmental regulations and related costs, environmental hazards, and risks related to Talvivaara's mining concessions and permits.

In the short term, Talvivaara's key operational risks continue to relate to the ongoing ramp-up of operations. While the Company has demonstrated that all of its production processes work and can be operated on industrial scale, the rate of ramp-up is still subject to risk factors including the reliability and sustainable capacity of production equipment, and eventual speed of leaching and metals recovery in bioheapleaching. In addition, there may be production and ramp-up related risks that are currently unknown or beyond the Company's control.

The market price of nickel has historically been volatile and in the Company's view this is likely to persist, driven by shifts in the supply-demand balance, macroeconomic indicators and variations in currency exchange ratios. Nickel sales currently represent close to 90% of the Company's revenues and variations in the nickel price therefore have a direct and significant effect on Talvivaara's financial result and economic viability. Talvivaara is, since February 2010, unhedged against variations in metal prices. Full or substantially full exposure to nickel prices is in line with Talvivaara's strategy and supported by the Company's view that it can operate the Talvivaara mine profitably during the lows of commodity price cycles.

Talvivaara's revenues are almost entirely in US dollars, whilst the majority of the Company's costs are incurred in Euro. Potential strengthening of the Euro against the US dollar could thus have a material adverse effect on the business and financial condition of the Company. Talvivaara hedges its exposure to the US dollar on a case by case basis with the aim of limiting the adverse effects of US dollar weakness as considered justified from time to time.

Liquidity and refinancing risks may arise as a result of the Company's inability to produce sufficient volumes of its saleable products, particularly nickel, unexpected increase in production costs, and sudden or substantial changes in the prices of commodities or currency exchange rates. Talvivaara seeks to reduce liquidity risk by close monitoring of liquidity in order to detect any threat of adverse changes in advance so as to allow for sufficient time to secure access to adequate credit or other funding on reasonable terms. Talvivaara also seeks to maintain a balanced maturity profile of its long-term debt in order to mitigate refinancing risks.

Personnel and management

The number of personnel employed by the Group on 31 March 2012 was 498 (Q1 2011: 413).

Wages and salaries paid during the three months to 31 March 2012 totalled EUR 6.6 million (Q1 2011: EUR 5.9 million).

As part of the Group's long term incentive plan, the employees of Talvivaara have established a Group personnel fund to manage the earnings bonuses paid by Talvivaara. In accordance with its bylaws, the fund will invest a substantial proportion of its assets in Talvivaara Mining Company shares. The fund is managed by personnel representatives elected by the employees.

Harri Natunen, 56, was appointed Talvivaara's CEO effective as of 26 April 2012. Mr. Natunen has had an over thirty-year successful career in mining and metallurgical operations internationally, serving Outokumpu from 1981 first in Finnish projects and subsequently on assignments in Norway and South America. In Chile, his experience ranged from building management systems to supervising the ramp-up of processes in early stage operations, such as the Zaldivar copper bioheapleaching and hydrometallurgical project. Upon his return to Finland, Mr. Natunen held management responsibility of large operations in full production, such as Outokumpu's zinc division and ferrochrome operation including the Kemi mine. He also led the successful modernization of the Outokumpu Kokkola zinc plant, focusing on streamlining the organization and improving cost control, and almost doubling production. Mr. Natunen's latest position prior to joining Talvivaara was as Director, Zinc Production and Business Development at Boliden AB in Sweden 2008-2012, where he held responsibility over the Kokkola, Finland, and Odda, Norway, zinc operations.

Shares and shareholders

The number of shares issued and outstanding and registered on the Euroclear Shareholder Register as of 31 March 2012 was 270,591,300. Including the effect of the EUR 85 million convertible bond of 14 May 2008, the EUR 225 million convertible bond of 16 December 2010, the Option Scheme of 2007 and share subscriptions registered on 13 March 2012, the authorised full number of shares of the Company amounted to 315,839,103.

The share subscription period for stock options 2007A was between 1 April 2010 and 31 March 2012. By 31 March 2012 a total of 1,830,087 Talvivaara Mining Company's new shares had been subscribed for under the stock option rights 2007A. A total of 53,727 stock option rights 2007A remained unexercised following the end of the subscription period.

The share subscription period for stock options 2007B is between 1 April 2011 and 31 March 2013. No new shares of Talvivaara were subscribed for under the stock option rights 2007B in Q1 2012 and a total of 2,284,337 stock option rights 2007B remain unexercised. A total of 2,333,000 option rights 2007C were issued to 250 key employees and the subscription period for stock options 2007C is between 1 April 2012 and 31 March 2014. A total of 2,333,000 stock options 2007C remain unexercised.

In February 2012, Talvivaara completed an issue of 24,589,050 new shares representing approximately 10 per cent of the number of the existing shares of the Company. An Extraordinary General Meeting of Talvivaara Mining Company Plc. resolved on 12 March 2012 to approve the proposal by the Board of Directors on the share issue in deviation from the shareholders' pre-emptive subscription rights. The new shares were registered with the Finnish Trade Register on 13 March 2012.

In addition, the Board of Directors has resolved, on the basis of the authorisation granted by the Extraordinary General Meeting held on 12 March 2012, to issue special rights entitling to subscribe up to 184,428 new shares, in order to carry out an adjustment to the conversion price, as a result of the equity placing, in accordance with the terms and conditions of the convertible bonds due 2013. Accordingly the maximum number of ordinary shares that may be issued upon conversion is 11,677,591 shares. Due to an adjustment to the conversion price of the convertible bonds due 2015, as a result of the placing, the maximum number of ordinary shares that may be issued upon conversion is 27,180,708 shares.

As at 31 March 2012, the shareholders who held more than 5% of the shares and votes of Talvivaara were Pekka Perä (21.0%), Varma Mutual Pension Insurance Company (8.8%), Solidium Oy (8.5%) and Ilmarinen Mutual Pension Insurance Company (6.2%).

Events after the review period

Clarifications requested by the Finnish Safety and Chemicals Agency Tukes

Following the fatal incident involving an employee of Talvivaara, the Finnish Safety and Chemicals Agency Tukes requested Talvivaara to provide a clarification on occupational safety procedures at the Talvivaara mine. At the time of the request, Talvivaara was carrying out a maintenance stoppage with special focus on occupational safety-related areas. Talvivaara delivered the requested clarifications between 3 April and 5 April 2012. On 5 April 2012, Tukes confirmed the provided clarifications to be satisfactory, and Talvivaara re-started the metals recovery plant subsequent to completion of the maintenance work.

Uranium permitting update

On 3 April 2012, Talvivaara was informed by the Northern Finland Regional State Administrative Agency that the Company's environmental permit for uranium extraction and the general update of Talvivaara mine's environmental permit are to be processed together. Consequently, the Company expects a minor delay in the uranium permitting process. The permitting authorities have informed Talvivaara that a decision on the environmental permit for uranium extraction will be made during 2012. Talvivaara aims to start uranium recovery in 2012, as soon as all the necessary permits have been obtained.

Issuance and listing on Nasdaq OMX Helsinki of senior unsecured bond due 2017

On 4 April 2012, Talvivaara Mining Company Plc issued a EUR 110 million senior unsecured bond, guaranteed by Talvivaara Sotkamo Ltd. The 5-year bond had an issue price of 100%, pays a coupon of 9.75% and is callable after 3 years. The notes were issued in principal amounts of EUR 1,000 and were listed on NASDAQ OMX Helsinki on 13 April 2012.

Announced investments in environmental technology

On 24 April 2012, Talvivaara announced investments in environmental technology amounting to more than EUR 13 million. The new technologies will improve the quality of effluent waters, reduce odour emissions into the environment and limit dust emissions. The investments consist of reverse osmosis technology to improve the quality of effluent waters and a catalytic burning unit to treat hydrogen sulphide (odour) gases, as well as a water recycling system and drilled wells reducing water intake from nearby lakes. Dust emissions will be reduced by a new dust removal system at the screening hall. The investments are part of Talvivaara's environmental improvement strategy announced in January 2012.

As a result of the measures taken in 2011-2012, Talvivaara has already significantly reduced the sulphate and manganese content in effluent waters. The new water treatment investments will further considerably reduce the levels of sodium, sulphate and manganese in effluent waters by the end of 2012. The lower permit limits proposed by the Company for 2015 will hence be achievable already in early 2013.

Short-term outlook

Operational outlook

Talvivaara maintains its full-year 2012 production guidance at 25,000-30,000 tonnes of nickel. However, following the first quarter production volumes, the Company has less flexibility within the guidance range and expects full-year production to be closer to the lower end of the range. Near-term production volumes will depend on realised capacity utilisation rates of the metals recovery plant following the late March - early April stoppage and development of metal grades in pregnant leach solution.

In line with earlier guidance, total operating costs in 2012 are expected to amount to approximately EUR 250 million including leasing. Capital expenditure in 2012 is expected to amount to EUR 40-50 million excluding construction of the uranium extraction circuit, and approximately EUR 90 million including the uranium extraction circuit.

Market outlook

Nickel and base metals prices more broadly moved higher in early 2012 as concerns over the global growth outlook and European sovereign debt crisis somewhat abated. Whilst other base metals prices have remained relatively stable, the nickel price has declined from USD 21,000-22,000/t in early February to USD 17,000-18,000/t in early April as market participants have been assessing the prospect of new nickel production capacity entering the market and the economic development and commodity utilisation rate of China.

Whilst several new large-scale nickel projects are being developed, Talvivaara expects the nickel market to remain broadly balanced from a demand-supply perspective. Several new laterite nickel projects have continued to face commissioning issues and appear financially uncompetitive at the current nickel price level. Chinese NPI production is also expected to balance the market, as the utilisation rate of this capacity tends to quickly react to variations in the nickel price. NPI capacity may also be impacted by the announced Indonesian ban on nickel ore exports.

Barring a severe global recession, Talvivaara continues to see the longer-term nickel price support level at around USD 20,000/t, supported by marginal costs of production and the price level required to incentivise new nickel projects.

25 April 2012

Talvivaara Mining Company Plc.
Board of Directors

CONSOLIDATED INCOME STATEMENT
(all amounts in EUR '000)	Unaudited three months to 31 Mar 12	Audited three months to 31 Mar 11
Net sales	39,027	66,467
Other operating income	1,357	336
Changes in inventories of finished goods and work in progress	22,478	12,781
Materials and services	(34,921)	(36,310)
Personnel expenses	(7,819)	(6,795)
Depreciation, amortization, depletion and impairment charges	(12,664)	(11,198)
Other operating expenses	(18,889)	(13,664)

Operating profit (loss)	(11,431)	11,617
Finance income	1,717	1,092
Finance cost	(9,646)	(9,387)
Finance income (cost) (net)	(7,929)	(8,295)
Profit (loss) before income tax	(19,360)	3,322
Income tax expense	4,451	(1,372)

Profit (loss) for the period	(14,909)	1,950

Attributable to:
Owners of the parent	(13,561)	171
Non-controlling interest	(1,348)	1,779
	(14,909)	1,950
Earnings per share for profit (loss) attributable to the owners of the parent (expressed in EUR per share)
Basic and diluted	(0.06)	(0.00)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(all amounts in EUR '000)	Unaudited three months to 31 Mar 12	Audited three months to 31 Mar 11
Profit (loss) for the period	(14,909)	1,950
Other comprehensive income,
items net of tax
Cash flow hedges	-	(2,544)
Other comprehensive income, net of tax	-	(2,544)
Total comprehensive income	(14,909)	(594)
Attributable to:
Owners of the parent	(13,561)	(1,864)
Non-controlling interest	(1,348)	1,270
	(14,909)	(594)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(all amounts in EUR '000)	Unaudited As at 31 Mar 12	Audited As at 31 Dec 11
ASSETS
Non-current assets
Property, plant and equipment	765,652	761,985
Biological assets	7,334	7,688
Intangible assets	7,307	7,371
Deferred tax assets	31,892	26,398
Other receivables	2,910	2,902
Available-for-sale financial assets	4,201	630
	819,296	806,974
Current assets
Inventories	268,261	240,436
Trade receivables	47,839	64,027
Other receivables	9,662	5,249
Derivative financial instruments	1	10
Cash and cash equivalent	85,949	40,019
	411,712	349,741
Total assets	1,231,008	1,156,715
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital	80	80
Share issue	-	278
Share premium	8,086	8,086
Other reserves	535,127	449,532
Retained earnings	(166,467)	(151,129)
	376,826	306,847
Non-controlling interest in equity	14,494	15,733
Total equity	391,320	322,580
Non-current liabilities
Borrowings	419,368	467,161
Advance payments	235,734	235,569
Provisions	5,174	6,036
	660,276	708,766
Current liabilities
Borrowings	88,816	28,515
Advance payments	11,684	11,684
Trade payables	32,913	33,677
Other payables	45,998	51,478
Derivative financial instruments	1	15
	179,412	125,369
Total liabilities	839,688	834,135
Total equity and liabilities	1,231,008	1,156,715

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

A. Share capital
B. Share issue
C. Share premium
D. Hedge reserve
E. Invested unrestricted equity
F. Other reserves
G. Retained earnings
H. Total
I. Non-controlling interest
J. Total equity

(all amounts in EUR '000)
	A	B	C	D	E	F	G	H	I	J
1 Jan 2011	80	91	8,086	7,494	401,612	31,399	(80,067)	368, 695	16, 895	385, 590
Profit (loss) for the period	-	-	-	-	-	-	171	171	1, 779	1, 950
Other comprehensive income
- Cash flow hedges	-	-	-	(2,035)	-	-	-	(2, 035)	(509)	(2, 544)
Total comprehensive income for the period	-	-	-	(2,035)	-	-	171	(1, 864)	1, 270	(594)
Transactions with owners
Stock options	-	(91)	-	-	125	-	-	34	-	34
Perpetual capital loan	-	-	-	-	-	-	(1,801)	(1, 801)	(450)	(2, 251)
Incentive arrangement for Executive Management	-	-	-	-	-	23	-	23	-	23
Senior unsecured convertible bonds due 2015, equity component	-	-	-	-	-	9,018	-	9, 018	-	9, 018
Employee share option scheme
- value of employee services	-	-	-	-	-	1,868	-	1, 868	-	1, 868
Total contribution by and distribution to owners	-	(91)	-	-	125	10,909	(1,801)	9, 142	(450)	8, 692
Total transactions with owners	-	(91)	-	-	125	10,909	(1,801)	9, 142	(450)	8, 692
31 Mar 11	80	-	8,086	5,459	401,737	42,308	(81,697)	375, 973	17, 715	393, 688
31 Dec 11	80	278	8,086	-	404,070	45,462	(151,129)	306, 847	15, 733	322, 580
01 Jan 12	80	278	8,086	-	404,070	45,462	(151,129)	306, 847	15, 733	322, 580
Profit (loss) for the period	-	-	-	-	-	-	(13,561)	(13, 561)	(1, 348)	(14, 909)
Other comprehensive income
- Cash flow hedges	-	-	-	-	-	-	-	-	-	-
Total comprehensive income for the period	-	-	-	-	-	-	(13,561)	(13, 561)	(1, 348)	(14, 909)
Transactions with owners
Stock options	-	(278)	-	-	579	-	-	301	-	301
Perpetual capital loan	-	-	-	-	-	2,353	(1,777)	576	109	685
Share issue	-	-	-	-	81,534	-	-	81, 534	-	81, 534
Incentive arrangement for Executive Management	-	-	-	-	-	23	-	23	-	23
Employee share option scheme
- value of employee services	-	-	-	-	-	1,106	-	1, 106	-	1, 106
Total contribution by and distribution to owners	-	(278)	-	-	82,113	3,482	(1,777)	83, 540	109	83, 649
Total transactions with owners	-	(278)	-	-	82,113	3,482	(1,777)	83, 540	109	83, 649
31 Mar 12	80	-	8,086	-	486,183	48,944	(166,467)	376, 826	14, 494	391, 320

CONSOLIDATED STATEMENT OF CASH FLOWS
(all amounts in EUR '000)	Unaudited three months to 31 Mar 12	Audited three months to 31 Mar 11
Cash flows from operating activities
Profit (loss) for the period	(14,909)	1,950
Adjustments for
Tax	(4,451)	1,372
Depreciation and amortization	12,664	11,198
Other non-cash income and expenses	(5,785)	(5,980)
Interest income	(1,717)	(1,092)
Fair value gains on financial assets at fair value through profit or loss	(5)	(145)
Interest expense	9,646	9,387
	(4,557)	16,690
Change in working capital
Decrease(+)/increase(-) in other receivables	14,707	1,343
Decrease (+)/increase (-) in inventories	(27,825)	(15,522)
Decrease(-)/increase(+) in trade and other payables	(12,558)	(14,393)
Change in working capital	(25,676)	(28,572)
	(30,233)	(11,882)
Interest and other finance cost paid	(841)	(1,810)
Interest and other finance income	225	269
Net cash generated (used) in operating activities	(30,849)	(13,423)
Cash flows from investing activities
Purchases of property, plant and equipment	(14,571)	(10,371)
Purchases of intangible assets	(93)	(23)
Proceeds from sale of property, plant and equipment	18	-
Proceeds from sale of biological assets	-	184
Purchases of available-for-sale financial assets	(3,571)	(38)
Net cash generated (used) in investing activities	(18,217)	(10,248)
Cash flows from financing activities
Proceeds from share issue net of transactions costs	81,177	-
Realised stock options	301	34
Proceeds from interest-bearing liabilities	20,000	-
Perpetual capital loan	-	(3,042)
Proceeds from advance payments	1,787	7,000
Payment of interest-bearing liabilities	(8,269)	(1,226)
Net cash generated (used) in financing activities	94,996	2,766
Net increase (decrease) in cash and cash equivalents	45,930	(20,905)
Cash and cash equivalents at beginning of the period	40,019	165,555
Cash and cash equivalents at end of the period	85,949	144,650

NOTES

1. Basis of preparation

This year-end report has been prepared in compliance with IAS 34.

The interim financial information set out herein has been prepared on the same basis and using the same accounting policies as were applied in drawing up the Group's statutory financial statements for the year ended 31 December 2011.

2. Property, plant and equipment

(all amounts in EUR '000)	Machinery and equipment	Construction in progress	Land and buildings	Other tangible assets	Total
Gross carrying amount at 1 Jan 12	361,245	41,344	273,921	224,796	901,306
Additions	1,774	14,416	-	-	16,190
Disposals	(34)	-	-	-	(34)
Transfers	356	(757)	365	36	-
Gross carrying amount at 31 Mar 12	363,341	55,003	274,286	224,832	917,462


Accumulated depreciation and impairment losses at 1 Jan 12	66,791	-	32,644	39,886	139,321
Disposals	(17)	-	-	-	(17)
Depreciation for the period	7,398	-	3,041	2,067	12,506

Accumulated depreciation and impairment losses at 31 Mar 12	74,172	-	35,685	41,953	151,810

Carrying amount at 1 Jan 12	294,454	41,344	241,277	184,910	761,985
Carrying amount at 31 Mar 12	289,169	55,003	238,601	182,879	765,652

3. Trade receivables
(all amounts in EUR '000)
	31 Mar 12	31 Dec 11
Nickel-Cobalt sulphide	42,244	55,258
Zinc sulphide	5,595	8,769
Total trade receivables	47,839	64,027

4. Inventories
(all amounts in EUR '000)
	31 Mar 12	31 Dec 11
Raw materials and consumables	19,362	14,016
Work in progress	236,118	213,629
Finished products	12,781	12,791
Total inventories	268,261	240,436

5. Borrowings
(all amounts in EUR '000)
Non-current	31 Mar 12	31 Dec 11
Capital loans	1,405	1,405
Investment and Working Capital loan	57,903	57,863
Revolving Credit Facility	-	49,110
Senior Unsecured Convertible Bonds due 2015	219,399	217,138
Senior Unsecured Convertible Bonds due 2013	81,520	80,796
Finance lease liabilities	37,004	37,444
Other	22,137	23,405
	419,368	467,161
Current
Investment and Working Capital loan	1,430	1,430
Revolving Credit Facility	69,194	-
Commercial papers	1,500	8,481
Finance lease liabilities	16,692	18,604
	88,816	28,515

Total borrowings	508,184	495,676

6. Advance payments
(all amounts in EUR '000)
Non-current	31 Mar 12	31 Dec 11
Deferred zinc sales revenue	219,565	221,187
Deferred uranium sales revenue	16,169	14,382
	235,734	235,569
Current
Deferred zinc sales revenue	11,684	11,684
	11,684	11,684

Total advance payments	247,418	247,253

7. Changes in the number of shares issued
	Number of shares
31 Dec 11	245,781,803
Stock options 2007A	220,447
Share issue	24,589,050
31 Mar 12	270,591,300

8. Contingencies and commitments
(all amounts in EUR '000)
The future aggregate minimum lease payments under non cancellable operating leases
	31 Mar 12	31 Dec 11
Not later than 1 year	1,943	1,919
Later than 1 year and not later than 5 years	780	929
Later than 5 years	15	37
	2,738	2,885

Capital commitments

At 31 March 2012, the Group had capital commitments amounting to EUR 32.4 million (31 December 2011: EUR 14.5 million) principally relating to the completion of the Talvivaara mine, improving the reliability and expansion of production capacity. These commitments are for the acquisition of new property, plant and equipment.

Key financial figures of the Group
		Three months to 31 Mar 12	Three months to 31 Mar 11
Net sales	EUR '000	39,027	66,467
Operating profit (loss)	EUR '000	(11,431)	11,617
Operating profit (loss) percentage		(29.3 %)	17.5 %
Profit (loss) before tax	EUR '000	(19,360)	3,322
Profit (loss) for the period	EUR '000	(14,909)	1,950
Return on equity		-4.2 %	0.5 %
Equity-to-assets ratio		31.8 %	32.5 %
Net interest-bearing debt	EUR '000	422,235	325,822
Debt-to-equity ratio		107.9 %	82.8 %
Return on investment		(0.6 %)	1.3 %
Capital expenditure	EUR '000	14,664	10,394
Property, plant and equipment	EUR '000	765,652	727,539
Derivative financial instruments	EUR '000	-	(1,092)
Borrowings	EUR '000	508,184	470,472
Cash and cash equivalents at the end of the period	EUR '000	85,949	144,650

Share-related key figures
		Three months to 31 Mar 12	Three months to 31 Mar 11
Earnings per share	EUR	(0.06)	(0.00)
Equity per share	EUR	1.51	1.53
Development of share price at London Stock Exchange
Average trading price¹	EUR	3.53	6.69
	GBP	2.94	5.71
Lowest trading price¹	EUR	2.82	5.99
	GBP	2.35	5.12
Highest trading price¹	EUR	4.30	7.28
	GBP	3.59	6.22
Trading price at the end of the period²	EUR	2.89	6.58
	GBP	2.41	5.82
Change during the period		20.4 %	-2.4 %
Price-earnings ratio		neg.	neg.
Market capitalization at the end of the period³	EUR '000	781,369	1,614,566
	GBP '000	651,584	1,426,792
Development in trading volume
Trading volume	1000 shares	37,271	11,420
In relation to weighted average number of shares		14.9 %	4.7 %
Development of share price at OMX Helsinki
Average trading price	EUR	3.51	6.77
Lowest trading price	EUR	2.64	5.91
Highest trading price	EUR	4.35	7.34
Trading price at the end of the period	EUR	2.91	6.60
Change during the period		16.7 %	-6.6 %
Price-earnings ratio		neg.	neg.
Market capitalization at the end of the period	EUR '000	786,880	1,619,403
Development in trading volume
Trading volume	1000 shares	68,673	38,020
In relation to weighted average number of shares		27.5 %	15.5 %
Adjusted average number of shares		249,665,643	245,344,901
Fully diluted average number of shares		249,665,643	245,344,901
Number of shares at the end of the period		270,591,300	245,364,096

¹⁾ Trading price is calculated on the average of EUR/GBP exchange rates published by the European Central Bank during the period.

²⁾ Trading price is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.

³⁾ Market capitalization is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.

Employee-related key figures
		Three months to 31 Mar 12	Three months to 31 Mar 11
Wages and salaries	EUR '000	6,581	5,857
Average number of employees		483	407
Number of employees at the end of the period		498	413

Other figures
	Three months to 31 Mar 12	Three months to 31 Mar 11
Share options outstanding at the end of the period	4,665,064	5,937,822
Number of shares to be issued against the outstanding share options	4,665,064	5,937,822
Rights to vote of shares to be issued against the outstanding share options	1.7 %	2.4 %

Talvivaara Mining Company Plc
Key financial figures of the Group
Return on equity	Profit (loss) for the period
	(Total equity at the beginning of period + Total equity at the end of period)/2

Equity-to-assets ratio	Total equity
	Total assets

Net interest-bearing debt	Interest-bearing debt - Cash and cash equivalent

Debt-to-equity ratio	Net interest-bearing debt
	Total equity

Return on investment	Profit (loss) for the period + Finance cost
	(Total equity at the beginning of period + Total equity at the end of period)/2 + (Borrowings at the beginning of period + Borrowings at the end of period)/2

Share-related key figures
Earnings per share	Profit (loss) attributable to equity holders of the Company
	Adjusted average number of shares

Equity per share	Equity attributable to equity holders of the Company
	Adjusted average number of shares

Price-earnings ratio	Trading price at the end of the period
	Earnings per share

Market capitalization at the end of the period	Number of shares at end of the period * trading price at end of period

Talvivaara Invests More than EUR 13 Million in Environmental Technology

Tue, 24 Apr 2012 09:30:00 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
24 April 2012

Talvivaara Invests More than EUR 13 Million in Environmental Technology

Highlights

New technologies to improve the quality of effluent waters, reduce odour emissions into surrounding areas and limit dust emissions
The investments include reverse osmosis technology to improve the quality of effluent waters and a catalytic burning unit to treat hydrogen sulphide odour-generating gases
Talvivaara is also building a water recycling system and drilled wells to reduce water intake from nearby lakes
Dust emissions will be reduced by a new dust removal system at the materials handling screening hall

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") has signed a contract with the Dutch company Lenntech BV for delivery of a reverse osmosis-based water treatment system. The facility will cost EUR 4 million and it will be commissioned by the end of November 2012. The system consists of two production lines, each with a purified effluent output of 70 m³/h, and an additional contractual option for a third line. The choice of technology and scaling of the facility followed the promising results of pilot testing conducted with Teollisuuden Vesi Oy.

Talvivaara has also entered into a contract with the Finnish technology company Formia Emissions Control Oy for the delivery of a catalytic burning unit, primarily designed to eliminate odour emissions. The unit will cost EUR 4 million and it will be commissioned by the end of 2012. The investment is part of Talvivaara's own target to reduce odour emissions at and around the minesite. Effectiveness of the technology has been verified with a pilot plant. In addition to reducing emissions and odours, the commissioning of the Formia Smart burning unit will enable Talvivaara to reduce the consumption of chemicals currently used in the process in an energy-efficient manner.

Permit limits for emissions proposed by the Company achievable ahead of schedule

In addition to the investments detailed above, over the past year Talvivaara has increased the recycling of process waters within the minesite and initiated construction of drilled wells at the open pit mine. The drilled wells reduce the need for water intake from surrounding lakes. The drilled well-system and water recycling will reach full scale and scope by the end of May 2012. The cost of these investments totals EUR 3.1 million.

Reduced dust emissions from materials handling

Additionally, in June 2012 Talvivaara will initiate the implementation of a new dust removal system in the materials handling screening hall, following which screening hall dust emissions will decline to below 10 mg/m³ during 2012. The cost of the investment will be EUR 2 million.

All of these initiated and partially already completed investments are part Talvivaara's environmental improvement strategy announced in January 2012. More information on the Company's sustainability targets and improvement measures are detailed in Talvivaara's 2011 Annual Report, corporate website and on the Finnish language environmental website www.paikanpaalla.fi.

Enquiries:
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Harri Natunen, Chief Executive Officer as of 26 April 2012
Kari Vyhtinen, Chief Investment Officer
Veli-Matti Hilla, Environmental Manager

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 and is included in the FTSE 250 index. Further information can be found at www.talvivaara.com.

Talvivaara Share Subscriptions Based on Stock Options 2007A

Mon, 23 Apr 2012 10:34:13 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

23 April 2012

Talvivaara Share Subscriptions Based on Stock Options 2007A

A total of 1,718,340 Talvivaara Mining Company Plc's new shares were subscribed for during the period between 11 February 2012 and 31 March 2012 under the company's stock option rights 2007A. The entire subscription price of EUR 4,618,670.03 will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc shares will increase to 272,309,640.

The shares subscribed for under the stock options were registered in the Trade Register on 23 April 2012, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 24 April 2012.Talvivaara will also apply for admission of the shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange and it is expected that the admission will take place and that trading will commence on or about 26 April 2012.

The share subscription period for stock options 2007A began on 1 April 2010 and ended on 31 March 2012. A total of 2,279,373 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

www.talvivaara.com/share-options-plan

www.evli.com/web/FI/en/private-clients-and-companies/other-services/
incentive-programs/Talvivaara

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com

Talvivaara Mining Company Plc - Production Update

Thu, 19 Apr 2012 09:00:00 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
19 April 2012

Talvivaara Production Update

First quarter 2012 production impacted by environmental process modifications and unscheduled improvement measures in metals recovery

Full-year guidance maintained at 25,000-30,000t of nickel

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that it produced 3,374 tonnes of nickel in the first quarter of 2012. Production output was adversely impacted by downtime at the metals recovery plant, resulting from environmental investments and unscheduled occupational safety -related improvements.

In January, Talvivaara commissioned a new water recycling system reducing raw water intake by approximately 65-75%. The system marks another proactive step in executing the Company's sustainability strategy, but at the same time the installation caused downtime at the metals recovery plant and thereby impacted first quarter production volumes. As part of the undertaken process changes, the Company has also temporarily maintained excess water in circulation thereby somewhat diluting metal grades in solution, which has further impacted output of the metals recovery plant. Solution grades are expected to develop positively during the spring as the mine's water balance improves, solution in circulation warms up and the new primary heap section 2 is taken into production.

Further reduction in production followed from the regrettable fatal incident at the Sotkamo mine site in mid-March. Following the incident, Talvivaara lowered solution flow into metals recovery and also started an unscheduled stoppage with focus on preventative occupational safety -related modifications and improvements. Occupational safety remains a top priority for Talvivaara and the Company is focusing its efforts on making the workplace, both technically and operationally, as safe as possible.

The first quarter production volumes and the negative nickel price development during the period also had an adverse impact on Talvivaara's financial results. The nickel price rallied to above USD 21,000 per tonne at the start of 2012 but subsequently retreated to USD 17,000-18,000 per tonne in February and March primarily due to prevailing economic conditions. The Company will consequently report an operating loss for the quarter.

Regardless of the short-term shortage in metals recovery output, the underlying development in the Company's operations has continued positively. Recent analysis of ore samples taken from heap section 3 indicates nickel recoveries of up to 85% in less than two years of leaching, which exceeds the Company's expectations. Run-rate crushing and primary heap reclaiming performance has also improved allowing the Company to accelerate the stacking of new ore. Progress in bioheapleaching and crushing puts Talvivaara in the position to offset the recent issues and to achieve the 2012 guidance and ramp up towards full capacity.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Lassi Lammassaari, COO
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 and is included in the FTSE 250 index. Further information can be found at www.talvivaara.com.

Requested clarifications provided to the Finnish Safety and Chemicals Agency - Metals recovery plant to be re-started

Thu, 05 Apr 2012 14:06:00 +0300

Talvivaara Mining Company Plc - Uranium Permitting Update

Tue, 03 Apr 2012 10:10:36 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

3 April 2012

Talvivaara Uranium Permitting Update

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") has today on 3 April 2012 been verbally informed by the Northern Finland Regional State Administrative Agency that the Company's Environmental Permit for uranium extraction ("Uranium Permit") and the general update of Talvivaara mine's Environmental Permit are to be processed together.

According to the Northern Finland Regional State Administrative Agency the hearing time for the general update of the mine's Environmental Permit is anticipated to start in the beginning of May. Another hearing time for the Uranium Permit will commence concurrently. All statements and opinions submitted during the first hearing time will remain valid.

As there will be a second hearing time for the Uranium Permit and it will be processed together with the general update of the mine's Environmental Permit, the Company expects a minor delay in the uranium permitting process. While the Company has previously announced that it expects the decision on the Uranium Permit during Q2 2012, the permitting authorities have now informed Talvivaara that a decision on the Uranium Permit will be made during 2012. Talvivaara aims to start uranium recovery in 2012, as soon as all the necessary permits have been obtained.

General information about Talvivaara's uranium recovery project

On 1March 2012 the Finnish Government granted a license to Talvivaara Sotkamo Ltd. to extract uranium as a by-product from its existing operations. The permit pursuant to the Nuclear Energy Act is valid throughout the life of the mine, however, no longer than until the end of 2054. An appeal against the decision of the Finnish Government has been launched with the Supreme Administrative Court by an organization for environmental protection.

Talvivaara will invest EUR 45-50 million in the recovery of uranium, of which Cameco Corporation, according to the off-take agreement approved by the European Commission, will cover a maximum of USD 60 million in the form of advance payments. During the construction phase, the project will employ several hundred people, and the operational plant will employ 20 people directly and an additional 50 indirectly.

ENQUIRIES
Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Perä, Chief Executive Officer

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc: Clarifications requested by the Finnish Safety and Chemicals Agency

Mon, 02 Apr 2012 14:32:13 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

2 April 2012

Clarifications requested by the Finnish Safety and Chemicals Agency

The Finnish Safety and Chemicals Agency TUKES has requested Talvivaara Mining Company Plc ("Talvivaara" or the "Company") to provide a clarification on occupational safety procedures at the Talvivaara mine. Talvivaara is currently carrying out a normal maintenance stoppage at the mine, and the Company expects to be in a position to deliver the requested clarifications during the early part of the current week. Therefore the Company does not expect the maintenance stoppage to be extended due to the request from TUKES.

During the maintenance stoppage, which was started prior to request by TUKES, Talvivaara has paid special attention on the areas mentioned in the request by TUKES. A safe working environment is a key focus area for Talvivaara.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Lassi Lammassaari, Chief Operations Officer
Eeva Ruokonen, Chief Sustainability Officer

Talvivaara Mining Company Plc. Board Member Update

Fri, 30 Mar 2012 14:05:23 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

30 March 2012

Talvivaara Board Member Update

Pursuant to the UK Listing Rule 9.6.14(2), Talvivaara Mining Company Plc ("Talvivaara") notes that as of 14 March 2012, Ms. Saila Miettinen-Lähde, Chief Financial Officer and Executive Director of Talvivaara has been appointed as a Non-Executive Director of Rautaruukki Corporation.
Therole ofMs Miettinen-Lähde with Talvivaara is unaffected by this appointment, and she will maintain her position as Chief Financial Officer and Executive Director.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer

Talvivaara Mining Company Plc. Directors Dealings

Fri, 30 Mar 2012 13:12:04 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

30 March 2012

Talvivaara Mining Company Plc. Director Dealings

Based on Chapter 3 of the UK Disclosure and Transparency Rules, Talvivaara Mining Company Plc. ("the Company") has on 29 March 2012 and on 30 March 2012 been notified about following transactions:

Ms. Eileen Carr, a member of Board of Directors, has on 26 March 2012 sold 28,000 stock option rights 2007A of the Company at an average price of 0.21 euro;
Mr. Eero Niiva, a member of the Board of Directors, has on 8 March 2012 subscribed for 28,000 shares of the Company at a subscription price of GBP 2.25 under stock options rights 2007A;
Mr. Pekka Perä, CEO and a member of the Board of Directors, has on 26 March 2012 sold 42,276 stock option rights 2007A of the Company at a price of 0.18 euro each to a company controlled by Mr. Pekka Perä and that said company has on 29 March 2012 subscribed for 42,276 shares of the Company at a subscription price of GBP 2.25 under stock options rights 2007A;
Ms. Saila Miettinen-Lähde, CFO and a member of the Board of Directors, has between 22 and 26 March sold 87,699 stock option rights 2007A of the Company at an average price of 0.28 euro and 50,000 stock option rights 2007A of the Company at an average price of 0.21 euro.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer

Talvivaara Mining Company Plc issues EUR 110 million bond

Wed, 28 Mar 2012 16:24:05 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

28 March 2012

Talvivaara issues EUR 110 million bond

Talvivaara Mining Company Plc issues a EUR 110 million senior unsecured bond, guaranteed by Talvivaara Sotkamo Ltd. The 5-year bond has an issue price of 100%, pays a coupon of 9.75% and is callable after 3 years. The notes are issued in principal amounts of EUR 1,000 with a minimum subscription amount of EUR 50,000. The bond issue was sold to both Finnish and international institutional and private investors. An application will be made to have the notes listed on NASDAQ OMX Helsinki.

The proceeds of the offering will be used for refinancing and general corporate purposes. Danske Markets and Nordea Markets acted as joint bookrunners for the transaction.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Saila Miettinen-Lähde, Chief Financial Officer
Juho Rönni, Manager, Finance

Disclaimer

The information contained in this release shall not constitute an offer to sell or the solicitation of an offer to buy securities ofTalvivaara Mining Company Plc in any jurisdiction. In particular, this release does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. Any securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements.

Talvivaara Mining Company Plc Online Annual Report 2011 Published

Tue, 27 Mar 2012 19:07:16 +0300

Stock Exchange Release

Talvivaara Mining Company Plc.

27 March 2012

Talvivaara Mining Company Plc Online Annual Report 2011 Published

Talvivaara has today published its online Annual Report 2011 together with the Corporate Governance Statement, the Review by the Board of Directors and the Financial Statement 2011.

All of the documents are available as PDF-files on the Talvivaara corporate website at:
www.talvivaara.com/annual-reports

Enquiries:

Talvivaara Mining Company Plc tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, 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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Listing of Talvivaara Mining Company Plc Stock Options 2007C

Thu, 22 Mar 2012 09:31:01 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

22 March 2012

Listing of Talvivaara Stock Options 2007C

The share subscription period for Talvivaara Mining Company Plc stock options 2007C will commence on 1 April 2012. The Board of Directors of Talvivaara has resolved to apply for listing of stock option rights 2007C on NASDAQ OMX Helsinki as of 2 April 2012.

A total of 2,333,100 option rights 2007C were issued. There are currently 250 key employees holding a total of 2,333,000 stock options 2007C.

Each stock option 2007C entitles its holder to subscribe for one share of Talvivaara at a subscription price of GBP 2.75. The amount of the dividend or return of capital decided before share subscription will be deducted from the share subscription price as per the dividend or return of capital record date. The share subscription period is 1 April 2012 - 31 March 2014.

Subscriptions will be accepted at Evli Bank Plc. The payments for the share subscriptions with Stock Options 2007 will be accepted both in GBP and in EUR. The share subscription price in EUR will be determined by the EUR reference exchange rate for the GBP computed and published by the European Central Bank on the day preceding the date of share subscription.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

www.talvivaara.com/share-options-plan

www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/Talvivaara

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaaran Mining Company Plc. : Notice of Annual General Meeting 2012

Mon, 19 Mar 2012 10:00:00 +0200

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Talvivaara Mining Company Plc to the Annual General Meeting to be held on 26 April 2012 at 10.00 a.m. (GMT+2) in Sotkamo at Hotel Holiday Club Katinkulta, at Katinkullantie 15, 88610 Vuokatti, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m. (GMT+2).

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Board of Directors' Review and the Auditor's Report for the year 2011
· Review by the CEO

7. Adoption of the Financial Statements

8. Resolution on measures to be taken owing to the result of the financial period and the payment of dividend

The Board of Directors proposes that no dividend is paid for 2011 and that the loss of the financial period is entered into the Company's profit/loss account on the balance sheet.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Remuneration Committee proposes that the fee payable to the members of the Board of Directors for the term until the close of the Annual General Meeting in 2013 be as follows: Chairman of the Board of Directors: EUR 120,000/year, Deputy Chairman (Senior Independent Director): EUR 69,000/year, Chairmen of the Board Committees: EUR 69,000/year, other Non-executive Directors: EUR 48,000/year.

Should the Board of Directors decide to engage an Executive Chairman, the Remuneration Committee proposes that the total remuneration payable to the Executive Chairman for the term until the close of the Annual General Meeting in 2013 be EUR 280,000/year.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the number of the members of the Board of Directors is confirmed to be eight (8).

12. Election of members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting of Shareholders that Mr. Edward Haslam, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Tapani Järvinen and Mr. Pekka Perä be re-elected as Board Members and that Mr. Stuart Murray, Mr. Michael Rawlinson and Ms. Kirsi Sormunen be appointed as new members of the Board of Directors, subject to their consent.

13. Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the Auditor be reimbursed according to the auditor's approved invoice.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that authorised public accountants PricewaterhouseCoopers Oy be elected as Auditor. PricewaterhouseCoopers Oy has confirmed that in the event it is re-elected as auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Authorising the Board of Directors to decide on the repurchase of the Company's own shares

The Board of Directors proposes that the Annual General Meeting resolve on authorising the Board of Directors to decide on the repurchase, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares. The proposed number of shares corresponds to less than 10 per cent of all the shares in the Company.

Pursuant to the proposal of the Board of Directors, own shares shall be repurchased in proportion other than that of holdings of the shareholders and by using the non-restricted equity. The shares shall be acquired through public trading at the share price prevailing at the time of acquisition.

The repurchase authorisation is proposed to be valid until 25 October 2013. The proposed authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 28 April 2011.

16. Authorising the Board of Directors to decide on the conveyance of the Company's own shares

The Board of Directors proposes that the Annual General Meeting resolves on authorising the Board of Directors to decide on the conveyance, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares.

The Board of Directors shall decide on other matters related to the conveyance of the Company's own shares. The conveyance authorisation is proposed to be valid until 25 April 2014.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting, this notice as well as the Annual Report, the Board of Directors' Review and the Auditor's Report of Talvivaara Mining Company Plc are available on Talvivaara Mining Company Plc's website at www.talvivaara.com/agm-2012no later than 27 March 2012. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 10 May 2012.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 16 April 2012 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 20 April 2012 at 4.00 p.m. (GMT+2) by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned date. Such notice can be given:

on the Company's website www.talvivaara.com/home;
by e-mail agm(at)talvivaara.com;
by telefax +358 20 712 9801; or
by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor, Espoo, FIN-02170 Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number/Business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Talvivaara Mining Company Plc is used only in connection with the Annual General Meeting and with the processing of related registrations. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 16 April 2012, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 23 April 2012 by 10 a.m. (GMT+2). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

Possible proxy documents should be delivered in originals to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor, Espoo FIN-02170, Finland before the last date for registration.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting 19 March 2012, the total number of shares and votes in Talvivaara Mining Company Plc is 270,591,300 shares and votes.

The Annual General Meeting will be held in the Finnish language, but questions can also be presented in the English language.

Espoo 19 March 2012

TALVIVAARA MINING COMPANY PLC

The Board of Directors

Death at the Talvivaara Sotkamo Mine in Finland

Fri, 16 Mar 2012 12:17:20 +0200

A Talvivaara Mining Company employee born in 1976 died Thursday morning 15 March 2012 outside the Talvivaara metals recovery plant in Sotkamo, Finland. The man was found lifeless near the factory buildings. The emergency services were alerted at 9.30. The plant fire brigade and the primary care unit tried to revive the man, but the man died.

Elevated concentrations of hydrogen sulfide were detected earlier that morning by multi-gas meters in the yard at the plant site where the man had been found. The measured concentrations of hydrogen sulfide were harmful, but not at a potentially fatal level. In compliance with Occupational Health and Safety Guidelines work was suspended at the scene.

According to Talvivaara Health and Safety Instructions in the metals recovery area it is mandatory to be equipped with multi-gas meters and a personal breathing apparatus. From the preliminary investigation Police notified that, the employee who died doing a sample collecting round was not equipped with multi-gas meters or protective equipment

Safety at all times is an absolute priority for Talvivaara. Talvivaara takes into account and emphasizes safety factors at the mine and in each step of the design, construction and operating of the process.

Kainuu's police department is investigating the incident and will examine the accident at work with a coroner's investigation.

Talvivaara Mining Company sends its deepest condolences to the bereaved relatives of the deceased. Talvivaara personnel are offered crisis aid in a time of grief.

Enquires

Talvivaara Mining Company Plc. Tel +358 20 7129 800

Lassi Lammassaari, Chief Operations Officer

Eeva Ruokonen, Chief Sustainability Officer

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Press Release Talvivaara increases its stake in Fennovoima as part of implementing its energy strategy

Wed, 14 Mar 2012 14:00:35 +0200


	Talvivaara increases its stake in Fennovoima as part of implementing its energy strategy 14.3.2012

Talvivaara Mining Company Plc increases its stake in Fennovoima Oy to ensure availability of cost-efficient energy in the future. Talvivaara’s power allocation of the nuclear power plant that Fennovoima plans to build at Pyhäjoki will increase to approximately 60 megawatts from the current approximately 10 megawatts. Talvivaara’s power requirement is now approximately 45 megawatts and will grow substantially if its planned expansion of production and nickel refining materialize.

Talvivaara has agreed with Herrfors Oy and Ålands Elandelslag to acquire a share of Katternö Kärnkraft Oy. The share is equivalent to an approximately 30 megawatt power allocation of the nuclear power plant.

Talvivaara has also agreed to finance a transaction, where Majakka Voima Oy acquires an approximately 20 MW power share from Jyväskylän Energia Oy. Talvivaara will acquire new shares issued by Majakka Voima increasing Talvivaara’s ownership in Majakka Voima by an equivalent power share.

Katternö Kärnkraft Oy and Majakka Voima Oy are shareholders of Voimaosakeyhtiö SF which owns 66% of Fennovoima Oy.

”These acquisitions are the first step in our strategy to aim for self-sufficiency in energy. Our plan is to invest into wind power, nuclear power, bioenergy and solutions that enable us to utilize energy created in our production process. This increase in Fennovoima-share gives us access to price-competitive electricity in the future and supports our plans to invest into expanding our production and moving downstream in the value chain”, summarizes Pekka Perä, CEO.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800

Jari Voutilainen, General Manager – Business Development

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

New shares of Talvivaara Mining Company Plc registered with the Finnish Trade Register

Tue, 13 Mar 2012 14:57:09 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

13 March 2012

New shares of Talvivaara Mining Company Plc registered with the Finnish Trade Register

Adjustment to conversion price of convertible bonds due 2013 and 2015

An Extraordinary General Meeting of Talvivaara Mining Company Plc (the "Company") resolved on 12 March 2012 to approve the proposal of the Board of Directors on a share issue in deviation from the shareholders' pre-emptive subscription rights (the "Placing"). A total of 24,589,050 new shares were subscribed for in the Placing. The new shares have been registered with the Finnish Trade Register on 13 March 2012. The new shares will establish shareholder rights as from the registration date. Following the registration, the total number of the Company's shares is 270,591,300 shares. Dealings in the new shares on the main market of the London Stock Exchange and the official list of the Helsinki Stock Exchange is expected to commence on 14 March 2012.

In addition, the Board of Directors has resolved, on the basis of the authorisation granted by the Extraordinary General Meeting held on 12 March 2012, to issue special rights entitling to subscribe up to 184,428 new shares, in order to carry out an adjustment to the conversion price, as a result of the Placing, in accordance with the terms and conditions of the convertible bonds due 2013. Accordingly the maximum number of ordinary shares that may be issued upon conversion is 11,677,591 shares. Due to an adjustment to the conversion price of the convertible bonds due 2015, as a result of the Placing, the maximum number of ordinary shares that may be issued upon conversion is 27,180,636 shares. [No additional shareholder authorisation was required for the adjustment of the conversion price of the 2015 convertible bonds, as it was carried out under the authorisation granted by the Extraordinary General Meeting of January 2011.]

ENQUIRIES

Talvivaara Mining Company Plc +358 20 712 9800
Pekka Perä CEO
Saila Miettinen-Lähde, 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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc. Resolutions of Extraordinary General Meeting

Mon, 12 Mar 2012 13:07:29 +0200

Stock Exchange Release
Talvivaara Mining Company Plc
12 March 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

Resolutions of Extraordinary General Meeting of Talvivaara Mining Company Plc

An Extraordinary General Meeting of Talvivaara Mining Company Plc (the "Company") has on 12 March 2012 resolved to approve the proposal of the Board of Directors on a share issue in deviation from the shareholders' pre-emptive subscription rights (the "Placing"). The Placing was conducted through an accelerated book-building process and 24,589,050 new shares representing approximately 10 per cent of the number of the existing shares of the Company will be issued in the Placing. The new shares are expected to be registered in the Finnish Trade Register on 13 March 2012 and dealings in the new shares on the London Stock Exchange's main market and on the official list of the Helsinki Stock Exchange is expected to commence on 14 March 2012.

In addition, the Extraordinary General Meeting of the Company has resolved to approve the proposal of the Board of Directors to grant an authorisation to the Board of Directors to resolve to issue up to 184,428 new shares through one or several share issue and/or by granting of special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Finnish Companies Act, in order to carry out an adjustment of the conversion price in accordance with the terms and conditions of the convertible bonds of the Company due 2013 resulting from the Placing. The authorisation is valid until 1 June 2013. The authorisation is conditional upon the completion of the Placing.

ENQUIRIES
Talvivaara Mining Company Plc +358 20 712 9800
Pekka Perä CEO
Saila Miettinen-Lähde, CFO

The distribution of this announcement in jurisdictions other than Finland and the United Kingdom may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities for sale in the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom. The Company has not registered and does not intend to register any of its shares under the Securities Act. No shares will be offered or sold to the public in the United States.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch International, Liberum Capital Limited, Pohjola Corporate Finance Ltd or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd are acting for the Company and for no-one else in connection with the placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice to any other person in relation to the placing or any other matter referred to herein. Merrill Lynch International and Liberum Capital Limited are authorised and regulated in the United Kingdom by the FSA. Pohjola Corporate Finance Ltd is authorised and regulated in Finland by the Finnish FSA.

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaara Uranium Permitting Update: licence granted by Finnish Government to extract Uranium as a by-product

Thu, 01 Mar 2012 13:01:00 +0200

Stock exchange release
Talvivaara Mining Company Plc.
1 March 2012

Uranium Permitting Update
Talvivaara granted licence from the Finnish Government to extract Uranium as a by-product

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") is pleased to announce that it was granted licence today to extract uranium as a by-product from its existing operations following the decision of the Finnish Government, issued on 1.3.2012 pursuant to the Nuclear Energy Act. The permit is valid throughout the life of the mine, however, no longer than until the end of 2054.

Talvivaara's aim is to start uranium recovery in 2012, as soon as it has all the necessary permits. The start of uranium production is further subject to, among others, Environmental Permit approval and chemical authorisation. The Environmental Permit application for uranium extraction was submitted to the Regional Environmental Permitting Agency in March 2011 and the decision on the permit is expected during Q2 2012. The construction permit for building a recovery plant was already granted to the Company last year. The Finnish Government decision follows European Commission approval for Talvivaara's off-take agreement with Cameco in November 2011 and confirmation from the European Commission under the terms of the Euratom Treaty in January 2012.

Pekka Perä, CEO of Talvivaara, commented: "We are very pleased to have been granted this licence, which is not only a further step towards uranium production at Talvivaara, but also a confirmation that our recovery process meets the highest safety and environmental standards. These standards were a key consideration for us at every step of the planning process and will continue to be so when production is under way. We look forward to the next stage in our strategy of maximising value from the Talvivaara ore."

About Talvivaara's Uranium Recovery Process

Uranium occurs naturally in small concentrations in the Talvivaara area. During Talvivaara's main production process, uranium leaches into the process solution. The recovery of uranium can be adapted to Talvivaara's existing production process by adding a safe and simple solvent extraction process to allow the recovery of the intermediate uranium oxide, also known as Yellow Cake.

Talvivaara estimates that it will produce 300-350tpa of uranium. Safety has been paramount in planning the simple, closed and automated recovery process, which will take place indoors and at low temperatures. The process will be linked to a multiple warning and alert system; in addition, detailed contingency plans will be drawn up for any emergency situations and accidents. No pollutants will be discharged into waters during the recovery process. The uranium will be stored in airtight and durable steel containers and transported abroad for further processing, subject to appropriate supervision. The uranium will be purchased by the Canadian company Cameco Corporation, which will process the uranium further into nuclear fuel to be used in nuclear power plants.

Talvivaara will invest EUR 45-50 million in the recovery of uranium, of which Cameco will cover a maximum of USD 60 million in the form of advance payments. The construction phase will create several hundred jobs, and after completion the recovery plant will employ 20 people directly and an additional 50 indirectly.

Several Finnish and international authorities and organisations who oversee the safe and peaceful exploitation of nuclear power were involved in granting Talvivaara's uranium recovery permit. Talvivaara's process complies with the regulations concerning the safety and related monitoring of operations issued by the Radiation and Nuclear Safety Authority of Finland (STUK), and the Finnish Safety and Chemicals Agency (Tukes), as well as state health and safety and environmental authorities. In addition, the operations will be monitored by the European Atomic Energy Community (EURATOM) and the International Atomic Energy Agency (IAEA).

The organisations involved in the permitting were supportive of the recovery of uranium. It is the view of the Finnish Government that environmental protection was fully taken into account in planning the extraction plant and that recovery will be at least as safe as allowing the uranium to remain in the mine tailings. According to Tukes, the safe recovery of uranium may even increase the overall safety of operations, since there is less uranium directed to the mine's waste and products. In the opinion of the Centre for Economic Development, Transport and the Environment for the Kainuu region, it can be assumed that the environmental effects arising from uranium in the target area are less significant than those resulting from not pursuing the undertaking. The European Commission estimates that Talvivaara's uranium production may increase the security of the EU nuclear fuel supply.

Uranium recovery will enable more efficient use of the Talvivaara deposit, through a responsible process which is fully compliant with the terms of the Finnish Mining Act. If uranium was not recovered from the process solution at Talvivaara, it would end up in the end-products or in waste. Uranium will only be a by-product of the Talvivaara mine, whose main products will continue to be nickel and zinc. Talvivaara will not excavate any ore for uranium production only or become a uranium mine.

ENQUIRIES
Talvivaara Mining Company Plc Tel. +358 20 7129 800
Eeva Ruokonen, Chief Sustainability Officer
Kari Vyhtinen, Chief Investment Officer
Lassi Lammassaari, Chief Operations Officer

Merlin PR Tel. +44 207 726 8400
David Simonson
Anca Spiridon

Talvivaara Mining Company Plc

Talvivaara Share Subscriptions Based on Stock Options 2007A

Wed, 29 Feb 2012 11:54:54 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

29 February 2012

Talvivaara Share Subscriptions Based on Stock Options 2007A

A total of 111,747 Talvivaara Mining Company Plc.'s new shares were subscribed for during the period between 31 December 2011 and 10 February 2012 under the company's stock option rights 2007A. The entire subscription price of EUR 300,942.32 will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc shares will increase to 246,002,250.

The shares subscribed for under the stock options were registered in the Trade Register on 29 February 2012, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 1 March 2012.Talvivaara will also apply for admission of the shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange and it is expected that the admission will take place and that trading will commence on or about 5 March 2012.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012. By 10 February 2012 a total of 561,033 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 1,772,067 stock option rights 2007A remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

www.talvivaara.com/share-options-plan

www.evli.com/web/FI/en/private-clients-and-companies/other-services
/incentive-programs/Talvivaara

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Mining Company Plc: Notice of Extraordinary General Meeting

Fri, 17 Feb 2012 10:00:00 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

17 February 2012

Talvivaara Mining Company Plc

(Incorporated and registered in the Republic of Finland with business identity code 1847894-2)

Notice of Extraordinary General Meeting

The shareholders of TALVIVAARA MINING COMPANY PLC (the "Company") are hereby invited to the extraordinary general meeting of the Company to be held on 12 March 2012 at 10:00 a.m. (GMT+2) at Scandic Marina Congress Center, Katajanokanlaituri 6, FI-00160 Helsinki, Finland. Registration of attendees will start at 9:00 a.m. (GMT+2).

THE MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

The meeting will consider the following matters:

1. Opening of the meeting

2. Calling the extraordinary general meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the extraordinary general meeting

5. Recording the attendance at the extraordinary general meeting and adoption of the list of votes

6. A proposal by the Board of Directors regarding a resolution on the issue of new shares for consideration in deviation from the pre-emptive subscription rights of the shareholders

The Board of Directors proposes that the extraordinary general meeting would, with the qualified majority of three-fourths set forth in Article 14 of the Articles of Association, approve the issue of up to 24,589,050 new ordinary shares for consideration, in deviation from the shareholders' pre-emptive subscription rights, to investors procured by Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd (the "Directed Issue").

In the Directed Issue, up to 24,589,050 new ordinary shares (the "Placing Shares") are to be offered for subscription for a subscription price of £2.80 (3.38) per share. The proposed number of the Placing Shares represents approximately 10 per cent. of all the ordinary shares in the Company. The subscription for the Placing Shares must be made by 12 March 2012 and in any event by 21 March 2012 at the latest.

The subscription price is based upon a placing agreement executed on 16 February 2012 between the Company, Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd (the "Placing Agreement"), and the subscription price has been determined on the basis of a book-building targeted at institutional investors. The subscription price must be paid in cash at the time of subscription. The subscription price paid for the Placing Shares subscribed for in the Directed Issue shall be recorded in the invested unrestricted equity fund of the Company.

The Placing Agreement includes an undertaking whereby each of Merrill Lynch International, Liberum Capital Limited and Pohjola Corporate Finance Ltd agrees, to the extent that any of the investors procured by it do not pay the subscription price in respect of the Placing Shares they have agreed to subscribe for, to subscribe for such Placing Shares in the Directed Issue at the subscription price of £2.80 (3.38) per share. The Placing Agreement is subject to certain conditions, including the passing of the resolution concerning the Directed Issue by the extraordinary general meeting of the Company. Merrill Lynch International may terminate the Placing Agreement in certain circumstances set out in the Placing Agreement, which may cause the cancellation of the Directed Issue.

The proceeds from the Directed Issue are planned to be used to provide additional financial and operational flexibility for the continuing ramp-up of the mining and processing operations, as well as additional capital for potential investment in energy generation. These steps will further improve the strategically advantageous positioning of the Talvivaara operation and help to reach, and further enhance, the low cash cost position of the project. The Directed Issue is a fast and cost-efficient manner to obtain equity. Therefore, there is a substantial financial reason for the Company to deviate from the pre-emptive subscription rights of the shareholders of the company.

7. A proposal by the Board of Directors regarding a resolution on the authorisation of the Board of Directors to issue of new shares and/or special rights entitling to shares in deviation from the pre-emptive subscription rights of the shareholders

The Board of Directors proposes that the extraordinary general meeting would, with the majority set forth in Article 14 of the Articles of Association, grant an authorisation to the Board of Directors to resolve to issue up to 184,428 new shares through one or several share issues and/or by granting of special rights entitling to shares, as referred to in Chapter 10, Section 1, of the Finnish Companies Act in order to carry out an adjustment of the conversion price in accordance with the terms and conditions of the convertible bonds of the Company due 2013 resulting from the Directed Issue. The authorisation is valid until 1 June 2013. The authorisation is conditional upon the approval of the Directed Issue at the extraordinary general meeting.

8. Closing of the meeting

THE MEETING MATERIALS

This notice, which includes the proposals of the Board of Directors on the agenda of the extraordinary general meeting, is available on the Company's website at www.talvivaara.com/egm-2012. The 2010 Annual Report, including the Company's latest annual accounts, the related review of the Board of Directors and the related auditor's report, the Interim Report for January - March 2011, the Interim Report for January - June 2011, the Interim Report for January - September 2011, the Annual Results Review 2011 and the statement by the Board of Directors on the events occurring after the Annual Results Review 2011 and having a material effect on the position of the Company are also available on the above-mentioned website. The proposals of the Board of Directors, the 2010 Annual Report, the Interim Report for January - March 2011, the Interim Report for January - June 2011, the Interim Report for January - September 2011 and the Annual Results Review 2011 will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

The right to participate and registration

Each shareholder, who is registered on 29 February 2012 in the register of shareholders of the Company held by Euroclear Finland Ltd., has the right to participate in the extraordinary general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.

A shareholder wishing to participate in the extraordinary general meeting shall register for the meeting no later than 4:00 p.m. (GMT+2) on 7 March 2012 by giving a notice of attendance. Such notice can be given either by e-mail to the address egm@talvivaara.com, by facsimile to the number +358 20 712 9801 or by regular mail to the Company's address Ahventie 4 B, 5th floor, Espoo, FI-02170 Finland or via the Company's website www.talvivaara.com. The internet registration via Company's website is expected to commence on 17 February 2012.

In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Talvivaara Mining Company Plc is used only in connection with the extraordinary general meeting and with the processing of related registrations.

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the extraordinary general meeting has the right to ask questions with respect to the matters to be considered at the meeting.

Proxy representative and powers of attorney

A shareholder may participate in the extraordinary general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the extraordinary general meeting.

When a shareholder participates in the extraordinary general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the extraordinary general meeting.

Possible proxy documents should be delivered in originals to the Company at the Company's address given above before the last date for registration.

Holder of nominee registered shares

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the register of shareholders of the Company, the issuing of proxy documents and the registration for the extraordinary general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the extraordinary general meeting, to be temporarily entered into the register of shareholders of the Company at the latest on 7 March 2012 by 10.00 a.m. (GMT+2).

Other instructions and information

On the date of this notice to the extraordinary general meeting, 17 February 2012, the total number of shares and votes in Talvivaara Mining Company Plc was 245,890,503.

The extraordinary general meeting will be held in the Finnish language, but questions can also be presented in the English language.

Espoo, Finland, on 17 February 2012

TALVIVAARA MINING COMPANY PLC

THE BOARD OF DIRECTORS

Talvivaara Mining Company Plc: Adjustment to conversion price of convertible bonds due 2013 and 2015

Thu, 16 Feb 2012 19:02:42 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

16 February 2012

Adjustment to conversion price of convertible bonds due 2013 and 2015

Talvivaara Mining Company Plc ("Talvivaara") announces that, as a result of the placing of 24,589,050 new ordinary shares announced earlier today, the conversion price of Talvivaara's EUR 84.9 million convertible bonds due 2013 and EUR 225 million convertible bonds due 2015 will be adjusted conditional upon the completion of the placing.

The conversion price of the convertible bonds due 2013 will be adjusted from GBP 5.886 (7.387) to GBP 5.7931 (7.2703) resulting in an increase of the maximum number of ordinary shares that may be issued upon conversion by 184,428 ordinary shares. The Board of Directors will seek a related authorisation at the EGM scheduled for 12 March 2012.

The conversion price of the convertible bonds due 2015 will be adjusted from GBP 7.0043 (8.3435) to GBP 6.8937 (8.2117) resulting in an increase of the maximum number of ordinary shares that may be issued upon conversion by 432,807 ordinary shares.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Result of Placing of up to 24,589,050 new Ordinary Shares of Talvivaara Mining Company Plc

Thu, 16 Feb 2012 14:33:18 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

16 February 2012

Result of Placing of up to 24,589,050 new Ordinary Shares of Talvivaara Mining Company Plc

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that it has raised £68.8 million (83.0 million) before commissions and expenses by the Placing completed today of 24,589,050 new Ordinary Shares representing approximately 10 per cent of the number of the existing shares of the Company (the "Placing") to both new and existing institutional shareholders (the "Placees") at 280 pence (3.38) per share (the "Placing Price"). Merrill Lynch International ("BofA Merrill Lynch") acted as Sole Bookrunner and Joint Lead Manager and Liberum Capital Limited ("Liberum") and Pohjola Corporate Finance Ltd. ("Pohjola") acted as Joint Lead Managers in relation to the Placing.

The Company will apply for admission of the Placing Shares to the premium segment of the Official List of the UK Financial Services Authority and to trading on the main market of the London Stock Exchange and listing on the Helsinki Stock Exchange (collectively the "Admission"). It is expected that Admission will take place and that trading will commence on 14 March 2012.

The Placing is conditional upon, inter alia, Admission becoming effective and upon the passing of the resolution (without amendment) at the EGM scheduled for 12 March 2012. The Placing is also conditional on the placing agreement made between the Company, BofA Merrill Lynch, Liberum and Pohjola becoming unconditional and not being terminated. It is anticipated that the settlement date will be 14 March 2012.

The Company has received irrevocable undertakings from its four largest shareholders, Pekka Perä, Varma Mutual Pension Insurance Company, Solidium Oy and Ilmarinen Mutual Pension Insurance Company, to vote in favour of the issue of the Placing Shares in respect of approximately 111.1 million Talvivaara Shares in aggregate, representing approximately 45.2 per cent of the existing issued share capital of Talvivaara.

The Board of Directors of the Company will shortly convene the EGM to resolve upon the issue of the Placing Shares.

Capitalised terms used, but not defined in this announcement have the same meanings as set out in the announcement of the Placing made earlier today.

Contacts

Talvivaara Mining Company Plc	+358 20 712 9800
Pekka Perä
Saila Miettinen-Lähde

BofA Merrill Lynch	+44 20 7996 1000
Harri Sundvik
Peter Brown
Ignacio Maldonado
Matthew Blawat

Liberum Capital Limited	+44 20 3100 2000
Michael Rawlinson
Christopher Britton

Pohjola Corporate Finance Ltd.	+358 10 252 7400
Timo Mäkeläinen

IMPORTANT INFORMATION
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the future continued operation of the Group's producing assets, the timing of the commencement of future production and the sustainability of that production, the ability of the Group to discover new resources, the prices achievable by the Group in respect of its production, the costs of exploration, development or production, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Group operates, the Group's future financial position, plans and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements which are not guarantees of future performance. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Services Authority (the "FSA"), the FFSA, the London Stock Exchange, the Helsinki Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction (a "Prohibited Jurisdiction") in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction, including, without limitation and subject to certain exceptions, the United States, Canada, Australia, South Africa and Japan. This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by BofA Merrill Lynch, Liberum, Pohjola or by any of their respective Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement, including the Appendix or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed.
The Joint Lead Managers are acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein. BofA Merrill Lynch and Liberum are authorised and regulated in the United Kingdom by the FSA. Pohjola is authorised and regulated in Finland by the FFSA.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company or the Joint Lead Managers or any of their respective Affiliates that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Lead Managers to inform themselves about, and to observe such restrictions.
The price of shares and the income from them (if any) may go down as well as up and the Placees may not get back the full amount invested on disposal of the Placing Shares. Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(1) OR ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AS AMENDED (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FORSALEOR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given ("Placees") will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, purchase, subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii) outside the United States and is subscribing for and/or purchasing the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion in an "offshore transaction" (within the meaning of Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Securities Act")) or, if it is not outside the United States, is a qualified institutional buyer ("QIB") within the meaning of Rule 144A under the Securities Act, and has duly executed an investor representation letter in the form provided to it and has delivered the same to BofA Merrill Lynch or Liberum, as the case may be.
This Announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States and does not contain or constitute an offer to purchase or to sell or a solicitation by anyone for any securities to any person in the United States. ThePlacing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States. ThePlacing Shares may not be offered, sold,reoffered, resold,pledged, delivered or transferred, directly or indirectly, in or into the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with state laws. There will be nopublic offer of thePlacing Sharesin the United States.
The Placing Shares referred to in this Announcement are being offered and sold only outside theUnited Statesin "offshore transactions" (within the meaning Regulation S) meeting the requirements of Regulation S and within the United States to QIBs in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act.
The Placing Shares have not been approved or disapproved bythe US Securities and Exchange Commission,any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
This Announcement, including the Appendix, is not for distribution directly or indirectly in or into Canada,Australia, South AfricaorJapanor any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to acquire shares in the capital of the Company in Canada,Australia, South AfricaorJapanor any jurisdiction in which such an offer or solicitation is unlawful. No public offering of securities of the Company will be made in connection with the Placing in theUnited Kingdom, Finlandor elsewhere.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with thesecurities laws of any state, province orterritoryofCanada,Australia, South Africa orJapan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, reoffered, resold, pledged or otherwise delivered or transferred, directly or indirectly, in or into, Canada, Australia, South Africa or Japan or any other jurisdiction in which offers or sales would be prohibited by applicable law.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.
This Announcement relates to an "Exempt Offer" in accordance with the Offered Securities Rules of the Dubai Financial Services Authority ("DFSA"). This Announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Announcement nor taken steps to verify the information set forth herein and has no responsibility for this Announcement. The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial advisor.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange and the Helsinki Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF THE PLACING SHARES.
Details of the Placing
The Joint Lead Managers have entered into a placing agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in the Placing Agreement, the Joint Lead Managers have agreed to use reasonable endeavours to procure subscribers for Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"), described in this Announcement and set out in the Placing Agreement, and to the extent that any such Placees procured by any of the Joint Lead Managers, fails to pay for the Placing Shares it had agreed to subscribe for, the relevant Joint Lead Manager has agreed (itself or through an Affiliate, as the case may be) to subscribe for such Placing Shares at the agreed price.
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rankpari passuin all respects with the existing issued Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any pre-emption rights, encumbrance, lien or other security interest.
As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 180 days after the Placing Shares have been issued, without the prior consent of the Joint Lead Managers. This agreement is subject to customary exceptions and does not, however, prevent the Company from granting or satisfying exercises of options granted pursuant to the terms of existing employee share schemes of the Company or issuing Ordinary Shares upon conversion of the convertible bonds of the Company as disclosed in publicly available information. Additionally, the Company's largest shareholder, Pekka Perä (c. 22.9% shareholder), has confirmed that he does not intend to sell any Ordinary Shares for a period of 180 days after Admission. This confirmation does not prevent Pekka Perä from selling options granted to him (and whichdo not form part ofhisexisting shareholding) under existing employee share schemes of the Company as disclosed in publicly available information.
Application for listing and admission to trading
Application will be made to the FSA as competent authority for listing (subject to the passing of the proposed Resolution at the EGM) for admission of the Placing Shares to the premium segment of the Official List of the FSA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities. Application will be made to the Helsinki Stock Exchange for admission (subject to the passing of proposed Resolution at the EGM) of the Placing Shares on the Helsinki Stock Exchange. It is expected that Admission on the London Stock Exchange and the Helsinki Stock Exchange will become effective on or around 14 March 2012 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Lead Managers will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No fees or commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Lead Managers and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1.BofA Merrill Lynch is acting as sole bookrunner and the Joint Lead Managers are acting as joint lead managers and agents of the Company.
2.Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Lead Managers. The Joint Lead Managers and their Affiliates are each entitled to enter bids in the Bookbuild as principal.
3.The Bookbuild will establish a single price payable to the Joint Lead Managers by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Lead Managers and the Company following completion of the Bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service and as a stock exchange release pursuant to Finnish Securities Law following the completion of the Bookbuild.
4.To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at either of the Joint Lead Managers. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Lead Managers, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Lead Managers on the basis referred to in paragraph9below. The Joint Lead Managers reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at each Joint Lead Manager's absolute discretion.
5.The Bookbuild is expected to close no later than 4.30 p.m. (Londontime) on 16 February 2012 but may be closed earlier or later at the discretion of the Joint Lead Managers. The Joint Lead Managers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Lead Managers) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6.Each prospective Placee's allocation will be agreed between the Joint Lead Managers and the Company and will be confirmed orally by one of the Joint Lead Managers as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Company and the Joint Lead Managers to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
7.Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Joint Lead Managers. The terms of this Appendix will be deemed incorporated in that contract note.
8.Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Lead Manager as agent of the Company to pay in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.
9.The Joint Lead Managers may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Lead Managers may also, notwithstanding paragraphs4and5above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10.A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the consent of either of the Joint Lead Managers will not be capable of variation or revocation after the time at which it is submitted.
11.Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12.All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
13.By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14.To the fullest extent permissible by law, none of the Joint Lead Managers nor any of their Affiliates nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Lead Managers nor any of their Affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Lead Managers's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Lead Managers and the Company may agree.
15. In addition, certain of the Joint Lead Managers or their Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Lead Managers (or their Affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Lead Managers under the Placing Agreement are conditional on, amongst other things:
(a)agreement being reached between the Company and the Joint Lead Managers on the Placing Price and the number of Placing Shares;
(b)the representations and warranties contained in the Placing Agreement being true, accurate and complete on the date of the Placing Agreement and remaining so at all times down to and including Admission (by reference to the facts and circumstances then existing);
(c)the Company complying with its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission;
(d)Admission taking place by 8.00 a.m. (Londontime) on 14 March 2012 (or such later date as the Joint Lead Managers may otherwise determine);
(e)in the opinion of BofA Merrill Lynch, acting in good faith, there not having been and BofA Merrill Lynch not having become aware of a material adverse change in, or any development involving a prospective material adverse change in, the condition, financial, operational or otherwise, or in the management, prospects, results of operations or business of the Company and its subsidiaries taken as a whole; and
(f) the passing of the Resolution (without amendment) at the EGM (and not, save with the written consent of the Joint Lead Managers, at any adjournment thereof).
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where permitted, waived by BofA Merrill Lynch, by the respective time or date where specified (or such later time and/or date as the Company and BofA Merrill Lynch may agree), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
BofA Merrill Lynch may, at its discretion and upon such terms as it thinks fit, extend the time for satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of BofA Merrill Lynch, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of BofA Merrill Lynch.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
BofA Merrill Lynch on behalf of the Joint Lead Managers is entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:
(a)any of the conditions to the Joint Lead Managers' obligations under the Placing Agreement have not been satisfied by the Company or waived by BofA Merrill Lynch; or
(b) there has been a breach of any of the warranties and representations contained in the Placing Agreement or any material failure to perform any of the undertakings or agreements in the Placing Agreement; or
(c)it shall come to the notice of BofA Merrill Lynch that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together, the "Placing Documents"), is or has become untrue, incorrect or misleading in any material respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents or a material omission from or misleading inaccuracy in publicly available information made public by the Company previously, or any of them, and which BofA Merrill Lynch, acting in good faith, considers to be material in the context of the Placing or the underwriting of the Placing Shares, Admission or any of the transactions contemplated by the Placing Agreement; or
(d)there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, Finland, any member states of the European Union or in the international financial markets, (ii) any outbreak or escalation of hostilities, or other calamity or crisis or (iii) any change or development involving a prospective change in national political, financial or economic conditions, or currency exchange rates in such countries or internationally, in each case the effect of which is such as to make it, in the judgement of BofA Merrill Lynch acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or
(e)if trading in the Ordinary Shares is suspended or limited or there are certain other disruptions, limitations or suspensions in respect of the operations of certain stock exchanges or a banking moratorium is declared by certain authorities, or if there is an announcement of intended withdrawal from the Euro, or of intended redomination of any obligation, private or public, by any EEA member state which is such to make it, in the judgement of BofA Merrill Lynch acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by BofA Merrill Lynch of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of BofA Merrill Lynch and that it need not make any reference to Placees and that it shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved by the FSA or the FFSA in relation to the Placing and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today, and any Exchange Information (as defined below) previously published by the Company and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Joint Lead Managers or their Affiliates (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below) or any other person and none of the Joint Lead Managers, their Affiliates, any persons acting on their behalf or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the Book-entry System.
Placees outside of the Republic of Finland who wish to hold their Placing Shares in uncertificated form in CREST will not be issued with Ordinary Shares but will receive their interest in the Company by means of the CREST International Settlement Links Service and, in particular, the link with Euroclear Finland and SIX SIS AG. The Placing Shares will be issued by the Company and incorporated within the Book-entry System and then transferred to CREST International Nominees Limited ("CINL"), a subsidiary of CRESTCo, which will hold them on trust and will be subject to the existing depositary arrangements between the Company and the depositary.
The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees who are outside of the Republic of Finland in certificated form if, in the Joint Lead Managers' opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed within the Book-entry System maintained by Euroclear Finland and in respect of CREST.
It is expected that settlement will be on 14 March 2012 in accordance with the instructions given to the Joint Lead Managers.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate oftwo percentage points above LIBORas determined by the Joint Lead Managers.
Each Placee agrees that, if it does not comply with these obligations, any or all of the Placing Shares allocated to that Placee may be sold on such Placee's behalf and an amount equal to the aggregate amount owed by the Placee plus any interest due will be retained from the proceeds for the Company's account and benefit. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither the Joint Lead Managers nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Lead Managers and the Company, in each case as a fundamental term of their application for Placing Shares as set out below. Each Placee (and any person acting on such Placee's behalf):
1.represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein;
2.acknowledges and agrees that no offering document, listing particulars or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3.acknowledges that the Ordinary Shares are listed on the Official List of the FSA and the Helsinki Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, the FFSA and the Helsinki Stock Exchange and Finnish Securities Law (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and its most recent balance sheet and profit and loss account and similar statements for preceding financial years and that it has reviewed such Exchange Information and is able to obtain or access such Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4.acknowledges that none of the Joint Lead Managers or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement; nor has it requested any of the Joint Lead Managers, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such material or information;
5.acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, South Africa or Japan, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, South Africa or Japan or any other Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, reoffered, resold, pledged or otherwise delivered or transferred, directly or indirectly, in or into such Prohibited Jurisdiction;
6. confirms that (i) it is not within Australia, Canada, South Africa, Japan or any other Prohibited Jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (ii) either (a) it is not within the United States and is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) or (b) it is a QIB; and (iii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other Prohibited Jurisdiction;
7. acknowledges that the Placing Shares have not been and will not be qualified by a prospectus under Canadian Securities Laws and are not being offered or sold to any person in any Canadian jurisdiction, except as may be permitted by applicable laws;
8.acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Lead Managers nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information , such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigations or representations, warranties or statements made by any of the Joint Lead Managers or the Company and none of the Joint Lead Managers or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
9. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by any of the Joint Lead Managers, any of their Affiliates or any person acting on the Joint Lead Managers' or any of their Affiliates' behalf and understands that (i) none of the Joint Lead Managers, any of their Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Lead Managers, any of their Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Joint Lead Managers, any of their Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10.acknowledges that none of the Joint Lead Managers nor any person acting on behalf of them nor any of their Affiliates has or shall have any responsibility or liability for any Exchange Information, any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
11.represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;
12. acknowledges that no action has been or will be taken by the Company, the Joint Lead Managers or any person acting on behalf of the Company or the Joint Lead Managers that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required
13.represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
14. represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or the Joint Lead Managers for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" ("Qualified Investor") as defined in the Prospectus Directive acting as agent for such person, and (iv) such person is either (1) a "qualified investor" as referred to at section 86(7) of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;
15. represents and warrants that it will subscribe for any Placing Shares for which it subscribes for its own account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
16.if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC as amended (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Lead Managers has been given to the proposed offer or resale;
17.represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
18.acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);
19.represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
20.represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
21. represents and warrants that it is a person falling within Articles 19(1), Article 19(5) and/ or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated;
22.represents and warrants that (i) it and any person acting on its behalf has capacity and authority and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Lead Managers, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
23.undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Lead Managers may in their absolute discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;
24.acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
25.acknowledges that none of the Joint Lead Managers, nor any of their respective Affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any of the Joint Lead Managers and that the Joint Lead Managers have no duties or responsibilities to any Placee for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
26.undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. None of the Joint Lead Managers or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement And (iii) each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be transferred to the stock account of BofA Merrill Lynch with CREST who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
27.acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Lead Managers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
28.acknowledges that the Joint Lead Managers will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Joint Lead Managers to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
29.agrees to indemnify on an after-tax basis and hold the Company, the Joint Lead Managers and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
30. acknowledges that it irrevocably appoints any director of BofA Merrill Lynch as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
31. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
32. in making any decision to subscribe for the Placing Shares, confirms that (i) it has knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination and due diligence of the Company and its Affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the tax, legal, currency and other economic considerations relevant to such investment and (v) will not look to the Company, the Joint Lead Managers, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
33. acknowledges and agrees that the Joint Lead Managers do not owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
34. understands and agrees that it may not rely on any investigation that the Joint Lead Managers or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and the Joint Lead Managers have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Lead Managers for the purposes of this Placing;
35. acknowledges and agrees that it will not hold the Joint Lead Managers or any of their Affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) relating to the Company's group (the "Information") and that none of the Joint Lead Managers or any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
36. acknowledges that in connection with the Placing, the Joint Lead Managers and any of their Affiliates acting as an investor for their own accounts may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Lead Manager and any Affiliate acting in such capacity. No Joint Lead Manager nor any Affiliate intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;
37. acknowledges that (i) the Placing Shares are being offered and sold outside the United States pursuant to Regulation S in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;
38. represents and warrants that unless it is a QIB in the United States to which the Placing Shares will be offered on a private placement basis, it (a) is, and at the time the Placing Shares are acquired it will be, outside the United States and (b) is acquiring the Placing Shares in an "offshore transaction" (as defined in Regulation S);
39. represents and warrants that it is not taking up and will not take up any Placing Shares as a result of any "directed selling efforts" as that term is defined in Regulation S under the Securities Act;
40 The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company as well as the Joint Lead Managers (for their own benefit, and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. The agreement to settle a Placee's allocation (and/or the allocation of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Lead Managers shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Lead Managers accordingly;
Additional representations and warranties from purchasers in the United States
In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is in the United States:
41. represents and warrants that (a) it is a QIB within the meaning of Rule 144A under the Securities Act; (b) it has duly executed, or will duly execute, an investor letter in the form provided to it by BofA Merrill Lynch or Liberum, as the case may be, in which it will make certain undertakings, representations and warranties in addition to those contained herein; and (c) it is subscribing for the Placing Shares for its own account, or for an account managed on behalf of another QIB, and not with a view to any distribution within the meaning of the Securities Act or applicable state law except as set forth below;
42. represents and warrants that it understands and acknowledges that, the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering of securities in the United States and that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States.
43. represents and warrants that the Placing Shares will not be reoffered, resold, pledged or otherwise transferred by it except (a) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S; (b) in the United States to a person whom the seller reasonably believes is a QIB and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A under the Securities Act; (c) pursuant to Rule 144 under the Securities Act ("Rule 144"), if available; (d) to the Company; (e) pursuant to an effective registration statement under the Securities Act; or (f) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable laws;
44. it understands and agrees that (a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act;
45. represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;
46. understands and acknowledges that the Company or registrar and transfer agent for the Placing Shares are not required to accept for registration of transfer any Placing Shares except upon presentation of evidence (including an opinion of legal counsel satisfactory to the Company) to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with;
47. represents and warrants that for so long as the Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate such Placing Shares from any other shares that it holds that are not restricted securities, shall not deposit such shares in any depositary facility (including any American Depositary Receipt Facility) established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with the foregoing restrictions;
48. acknowledges that until 40 days after the later of the commencement of the Placing and the closing date, an offer or sale of Placing Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A or pursuant to another exemption from registration under the Securities Act;
49. represents and warrants that if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make, and does make, the acknowledgements, representations, warranties and agreements herein on behalf of each such account;
50. represents and warrants that it is acquiring the Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;
51. represents and warrants that it is not purchasing the Placing Shares as a result of any "general solicitation or general advertising" (as those terms are used in Regulation D under the Securities Act); and
52. represents and warrants that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.
Other terms and conditions
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other similar impost, duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Under Listing Rule 9.5.10 (3) the Placing Price cannot be set at a discount of more than ten per cent. to the middle market price of the Ordinary Shares at the time of agreeing the Placing unless such Placing Price is approved by the Shareholders. In such a situation, the Resolution will be amended and Shareholders will be asked to consider and, if thought fit, approve the Placing Price. Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Lead Managers or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Lead Managers, any money held in an account with any of the Joint Lead Managers on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Lead Managers' money in accordance with the client money rules and will be used by the relevant Joint Lead Managers in the course of their own business; and the Placee will rank only as a general creditor of the Joint Lead Managers.
All times and dates in this Announcement may be subject to amendment. The Joint Lead Managers shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Lead Managers and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint Lead Managers:
if he is an individual, his nationality; or
if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
DEFINITIONS
In this Announcement:
"Admission" means (i) the admission of the Placing Shares to listing on the Official List of the Financial Services Authority and to trading on the main market of the London Stock Exchange and (ii) the admission of the Placing Shares to listing on the Helsinki Stock Exchange;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D promulgated under the Securities Act or Rule 405 under the Securities Act, as applicable;
"Announcement" means this announcement (including the appendix to this announcement);
"Book-entry System" means the book-entry system maintained by Euroclear Finland in accordance with the Finnish Act on Book-entry Systems (17.5.1991/826);
"BofAML" means Merrill Lynch International;
"Company" or "Talvivaara" means Talvivaara Mining Company PLC;
"CREST" means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which EuroclearUK& Ireland Limited is the operator);
"CRESTCo" means CRESTCo Limited, the operator of CREST;
"DFSA" means the Dubai Financial Services Authority;
"EGM" means the general meeting of the Company to be held on around 12 March 2012;
"Euroclear Finland" means Euroclear Finland Limited;
"FFSA" means the Finnish Financial Supervision Authority (Finanssivalvonta);
"Finnish Securities Law" means the laws, regulations, decrees, guidelines and decisions taken by relevant authorities applicable to the Placing, including but not limited to the Finnish Securities Market Act (26.5.1989/495) and the administrative decrees and guidelines issued thereunder by the Ministry of Finance and the Finnish Financial Supervision Authority, respectively, and the rules of the Helsinki Stock Exchange;
"FSA" means the Financial Services Authority;
"FSMA" means Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiaries;
"Helsinki Stock Exchange" means NASDAQ OMX Helsinki Ltd;
"Joint Lead Managers" means BofA Merrill Lynch, Liberum and Pohjola;
"Liberum" means Liberum Capital Limited;
"Listing Rules" means the listing rules made by the FSA under section 73A of the FSMA and each a "Listing Rule";
"London Stock Exchange" means the London Stock Exchange plc;
"Official List" means the official list of the FSA;
"Ordinary Share" means an ordinary share of the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given;
"Placing" means the placing of the Placing Shares by the Joint Lead Managers, on behalf of the Company, with both new and existing institutional investors;
"Placing Agreement" means the placing agreement dated 16 February 2012 among the Company and the Joint Lead Managers in respect of the Placing;
"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;
"Placing Shares" means up to 24,589,050 Ordinary Shares to be issued pursuant to the Placing;
"Pohjola" means Pohjola Corporate Finance Ltd;
"Prospectus Directive" means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;
"Resolution" means the resolution(s) to be approved in the EGM, in a form and substance acceptable to the Joint Lead Managers;
"Securities Act" means the US Securities Act of 1933, as amended;
"Shareholder" means a holder of Ordinary Shares;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" means theUnited States of America, its territories and possessions, any state of theUnited Statesand theDistrict of Columbia

Talvivaara Mining Company annual results review for year ended 31 December 2011

Thu, 16 Feb 2012 09:00:00 +0200

Stock Exchange Release
Talvivaara Mining Company Plc
16 February 2012

Talvivaara Mining Company annual results review for year ended 31 December 2011
Significant progress in ramp-up achieved, overcoming technical issues in metals recovery

Highlights of Q4 2011

Record quarterly production of 4,769t nickel and 10,524t zinc owing to improved plant availability
Net sales EUR 66.5m (Q4 2010: EUR 60.2m)
Operating profit EUR 14.9m (Q4 2010: EUR 14.3m)
Revolving credit facility increased to EUR 130m and maturity extended by one year to June 2014
European Commission approval for uranium off-take agreement with Cameco Corporation received

Highlights of 2011

Progress in ramp-up continued with 16,087t nickel production, up 55% from 10,382t in 2010
Zinc production 31,815t, up 25% from 25,462t in 2010
Net sales EUR 231.2m (2010: EUR 152.2m)
Operating profit EUR 30.9m (2010: EUR 25.5m)
Acquisition of an additional 4% shareholding in the operating subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy for EUR 60m in June
Uranium off-take agreement signed with Cameco Corporation in February

Highlights after the reporting period

Management changes
- Harri Natunen appointed CEO of Talvivaara and to join the Company from 19 March 2012
- Current CEO Pekka Perä to become Executive Chairman following the Annual General Meeting to be held on 26 April 2012

Key figures

EUR million	Q4 2011	Q4 2010	FY 2011	FY 2010
Net sales	66.5	60.2	231.2	152.2
Operating profit (loss)	14.9	14.3	30.9	25.5
% of net sales	22.5%	23.8%	13.4%	16.7%
Profit (loss) for the period	3.7	(0.9)	(5.2)	(7.7)
Earnings per share, EUR	0.01	(0.01)	(0.04)	(0.04)
Equity-to-assets ratio	27.9%	31.7%	27.9%	31.7%
Net interest bearing debt	455.7	315.0	455.7	315.0
Debt-to-equity ratio	141.3%	81.7%	141.3%	81.7%
Capital expenditure	21.6	23.5	79.1	115.7
Cash and cash equivalents at the end of the period	40.0	165.6	40.0	165.6
Number of employees at the end of the period	461	389	461	389

All reported figures in this release are unaudited.

CEO Pekka Perä comments: "2011 marked another significant step in Talvivaara's development into a fully producing mining company. Whilst not without its challenges, the lessons learnt have provided a good platform for ongoing improvement and ramp-up in 2012. During the spring of 2011, we held an extended upgrade and maintenance stoppage to remove bottlenecks and to improve the availability of the metals recovery plant. Whilst these targets were initially achieved, production unfortunately suffered from unexpected downtime at the hydrogen sulphide generators during the third quarter, stemming from insufficient control of operating procedures and subsequent breakage of heating elements and lack of spare parts. The decision to downgrade our production target in response was accompanied by an overhaul of our management structures and increased emphasis on operational systems to better reflect Talvivaara's shift to steady production.

These improvements are part of an on-going process, and we are already seeing a positive impact on processes that are running more steadily, and on morale on the ground which is improving. Moreover, we were delighted that we reached our revised nickel production target of 16,000tpa by the end of December 2011. Our production target for 2012 is 25,000-30,000t of nickel, which we believe we can achieve with continued focus on process optimization and management systems.

The environment is fundamental to Talvivaara's success and remains a priority for us. When higher than expected levels of manganese and sulphate were detected in treated process waters in late 2010, partly due to adjustments made to our processes to minimise hydrogen sulphide odour levels at the site, we worked hard in conjunction with local authorities to remedy the situation. Manganese discharges have been reduced by 80% and sulphate levels by 50% since early 2011, and we are continuing to focus on further recycling of process waters, optimised consumption of chemicals and research into other technologies and equipment to reduce these even further. Minimising our environmental footprint remains one of our key goals in the years to come.

2011 was a turbulent year in the global markets, but despite a fall from earlier highs and a degree of volatility, metal prices held out comparatively well. We expect a high degree of volatility and uncertainty to persist in the short term, but, backed by sustained worldwide demand driven particularly by China, we continue to have confidence in the long-term strength of the commodity market.

After eight challenging but very enjoyable years as CEO I have taken the decision to step down from day to day management at Talvivaara. Following the search to recruit an operationally focused CEO who will take the Company forward into steady state and growing production, I am delighted to announce that Harri Natunen will join the Company on 19 March 2012 and step in as CEO after the AGM on 26 April 2012. He has a very extensive and successful background in managing mining and metallurgical operations internationally and can therefore provide us with the expertise that is necessary for us to reach our full scale production and cost targets.

My own intention is to continue to provide my full support as Executive Chairman after the upcoming AGM. The current Chairman Edward Haslam will remain a Board member and will thus continue to provide his guidance and expertise which have been absolutely instrumental to Talvivaara's development ever since 2006.

Finally, I have every confidence in the team at Talvivaara, and would like to thank them for their hard work and commitment which I have witnessed whilst working together. I also wish to extend my sincere thanks to the current Board of Directors for their commitment, and especially to the departing Chairman Edward Haslam."

Enquiries:

Talvivaara Mining Company Plc. Tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, CFO

Merlin Tel. +44 20 726 8400
David Simonson
Anca Spiridon

Presentation and live webcast on 16 February 2012 at 9:00 am GMT/11:00 am EET

A combined presentation, conference call and live webcast on the Annual Results will be held on 16 February 2012 at 9:00 am UK/11:00 am Finland at Event Arena Bank, Helsinki, Finland. The presentation will be held in English.

http://qsb.webcast.fi/t/talvivaara/talvivaara_2012_0216_q4/

A conference call facility is available for participants joining via telephone and there will be a Q&A following the presentation.

Listen via teleconference:
Europe & U.K Participants: +44 (0)20 7162 0077
US Participants: +1 334 323 6201
Finnish Participants: +358 (0)9 2313 9201

Conference id: 909943

Further details on the event can be found on the Talvivaara website, www.talvivaara.com. The webcast will also be available for viewing on the Talvivaara website shortly after the event until the end of 2012.

Summary of stock exchange releases and announcements

Talvivaara has released a summary of stock exchange releases and announcements made in 2011 in accordance with the Finnish Securities Market Act, Chapter 2 Section 10c. The summary is posted at www.talvivaara.com.

Talvivaara notes that some of the information given in the releases may be out of date.
Talvivaara's fourth quarter review

Improved reliability in production

All-time production records for nickel and zinc were achieved in the fourth quarter of 2011 with nickel production of 4,769t (Q4 2010: 3,831t) and zinc output of 10,524t (Q4 2010: 9,369t). The monthly volumes achieved in December were especially promising at 1,924t nickel and 4,653t of zinc, indicating that the production rates required to achieve the 2012 production targets of 25,000-30,000t nickel and 50,000-60,000t zinc had effectively been reached.

The fourth quarter production benefitted from significantly improved metals plant availability, which at 85% was at the level expected to be maintained in 2012. This level was reached after both production lines operated steadily from mid-October onwards after having suffered a series of unscheduled stoppages in the third quarter.

The mining department produced 3.2Mt of ore (Q4 2010: 3.3Mt) and 2.0Mt of waste (Q4 2010: 4.3Mt). The mining operations were uneventful during the period, but the total tonnage mined was affected by part, on average a third, of the mobile equipment having been on loan at the materials handling department to assist in the reclaiming of the primary heap.

In materials handling, the availability of the crushing circuit continued to improve and reached a level where it is no longer expected to impact on achieving the planned 2012 production. However, reclaiming of the primary heap continued to perform below expectations and was a bottleneck to the materials handling output overall. Measures taken to improve the reclaiming capacity included amongst others the testing of new loading arrangements to increase the feed rate of reclaimed ore to conveyors. The results of these trials were sufficiently promising to warrant their planned implementation in early 2012. The amount of ore stacked during the quarter was 3.2Mt (Q4 2010: 2.9Mt).

Bioheapleaching progressed according to expectations during the fourth quarter with the average nickel grade in solution pumped to the metals recovery plant remaining steady at around 2 g/l. Solution was drawn from primary heap sections 1, 3 and 4, and from the secondary heap. Primary heap section 2 was under construction with expected completion in February 2012.

Production key figures

		Q4 2011	Q4 2010	FY 2011	FY 2010
Mining
Ore production	Mt	3.2	3.3	11.1	13.3
Waste production	Mt	2.0	4.3	17.0	16.7
Materials handling
Stacked ore	Mt	3.2	2.9	11.1	13.3
Bioheapleaching
Ore under leaching	Mt	35.6	24.3	35.6	24.3
Metals recovery
Nickel metal content	Tonnes	4,769	3,831	16,087	10,382
Zinc metal content	Tonnes	10,524	9,369	31,815	25,462

Financial performance in the fourth quarter of 2011

Net sales and financial result

Talvivaara's net sales for nickel and cobalt deliveries to Norilsk Nickel and for zinc deliveries to Nyrstar during the quarter ended 31 December 2011 amounted to EUR 66.5 million (Q4 2010: EUR 60.2 million). Net sales increased by 9.7% compared to the previous quarter mainly due to the recognition of additional extraction and processing fees for zinc deliveries in 2011, stemming from increased raw materials prices, in particular those of elemental sulphur and propane. Product deliveries at 4,658 tonnes of nickel, 134 tonnes of cobalt and 11,669 tonnes of zinc also increased from Q3 2011, but due to the decline in nickel price, this had little effect on the revenues.

Operating profit for Q4 2011 was EUR 14.9 million (Q4 2010: EUR 14.3 million). Materials and services for the quarter were EUR (37.7) million (Q4 2010: EUR (30.7) million) and other operating expenses EUR (13.1) million (Q4 2010: EUR (13.6) million).

Profit for the period amounted to EUR 3.7 million (Q4 2010: loss of EUR (0.9) million).

Balance sheet and financing

Capital expenditure during the quarter totalled EUR 21.6 million (Q4 2010: EUR 23.5 million). The expenditure was in line with expectations and related primarily to the construction of secondary heap foundations and the uranium extraction facility, and equipment for secondary leaching.

In October, Talvivaara signed an amendment agreement to the EUR 100 million revolving credit facility with Nordea Bank, Sampo Bank, Svenska Handelsbanken and Pohjola Bank. The facility was increased to EUR 130 million upon the addition of Pohjola Bank to the lender group. The maturity of the facility was also extended by a year until 30 June 2014. As at 31 December 2011, the outstanding loan amount was EUR 50 million (2010: EUR 0).

During the quarter, Talvivaara issued commercial paper notes with the nominal value of EUR 8.5 million based on the maximum EUR 100 million programme with Sampo Bank, Nordea Bank and Svenska Handelsbanken. On 31 December 2011, the outstanding commercial paper notes amounted to the nominal value of EUR 8.5 million.

Currency option programme

In December 2011, Talvivaara entered into a currency option programme comprising USD options for three months from January 2012 through March 2012. The monthly obligation is USD 5.0 million and protection is USD 5.0 million. The collar ranges from 1.1140 to 1.4500.

Base metals prices impacted by macroeconomic uncertainty

Base metals prices were generally at their lowest levels of the year during the fourth quarter, partially reflecting downgraded prospects for global economic growth and consequently base metals demand. The European sovereign debt crisis also intensified during the quarter, contributing to overall de-risking by investors across asset classes and further pressure on base metals prices. Towards the end of the quarter, however, the market gained a degree of positive momentum following European policy initiatives to contain the debt crisis and more encouraging data on macroeconomic development. The London Metal Exchange ("LME") cash price for nickel declined to its 2011 low of USD 16,935/t in late November and recovered by the year-end to USD 18,280/t, with the quarterly average being USD 18,303/t.

The global nickel supply-demand balance remained in a slight deficit in 2011 according to Brook Hunt, as several new large-scale laterite projects continued to face commissioning issues. While Chinese nickel pig iron ("NPI") contributed to increased supply, NPI capacity was reportedly shut down already at price levels around USD 19,000/t while nickel prices were declining during the autumn. LME nickel stocks continued to decline during the quarter and were at their lowest levels since early 2009 at around 90,000 tonnes.

Talvivaara's annual results review 2011

2011 market environment was a tale of two halves

During the first half of 2011, commodities demand benefitted from a robust global growth outlook, reflected in strong base metals prices. Demand from China, in particular, continued to grow rapidly. Towards the summer, sovereign debt and fiscal stability concerns in a number of European countries began to impact financial markets with the effect carrying over to base metals during the latter part of the summer. The Euro area crisis intensified during the second half of the year, and compounded with growing concerns over macroeconomic growth in both mature and developing markets, resulted in increased risk aversion and lower base metals prices.

The LME cash price for nickel averaged USD 22,830/t for the year, some 5% above the 2010 average of USD 21,804/t. Reflecting the broader market sentiment, the price averaged USD 25,565/t for the first half, USD 20,202/t for the second half and USD 18,303/t for the fourth quarter. The LME zinc price followed a broadly similar pattern, averaging USD 2,191/t for the year, up some 2% from USD 2,157/t in 2010.

Global primary nickel consumption in 2011 was some 1.63 million tonnes, marking an increase of 6.5% from 1.53 million tonnes in 2010. China comprised approximately 40% of global demand in 2011, with year-on-year consumption growth at 21%. (Source: Brook Hunt)

Global refined nickel output grew by 12.4% to 1.63 million tonnes in 2011, leaving the market in a slight deficit for the year. Supply growth was to a large extent driven by a 55% increase in Chinese NPI output, although the weaker nickel price environment towards the end of the year resulted in shutdowns of NPI capacity. Several greenfield nickel projects expected to come on-stream in 2011 continued to face commissioning issues, delaying supply growth. (Source: Brook Hunt)

The EUR/USD exchange rate remained volatile throughout 2011, and was impacted by the Euro area crisis particularly towards the end of the year. The Euro averaged 1.39 US dollars for 2011, and closed the year at approximately 1.30.

Significant progress in ramp-up despite technical issues in metals recovery

Talvivaara closed the year having produced 16,087t of nickel, up 55% from 10,382t in 2010. For zinc, the corresponding figures were 31,815t in 2011 and 25,462t in 2010, implying a 25% increase year-on-year. While this progress is further proof of the feasibility of Talvivaara's processes in large scale operation, it left room for improvement particularly in the reliability of the metals recovery process and equipment availability across all functions. In order to close the performance gap to full scale production, increasing attention was paid on process optimisation and management systems especially during the latter half of the year.

Year 2011 started off with an extended period of cold, sub -20°C temperatures in Sotkamo, and with the metals plant partly handicapped by the after-effects of a transformer failure in late 2010. Despite the challenging start, metals production during the first quarter progressed well and proved the capabilities of the plant in full scale production. However, the high rate of production especially in March also exposed certain bottlenecks which had to be removed in order to sustain the achieved throughput rates and to ramp up production further. The Company therefore decided to hold an extended maintenance break in April-May 2011 to allow for all of the identified issues to be addressed and for the plant to be thoroughly inspected as part of the Company's preventive maintenance plan.

The upgrade and maintenance programme was carried out successfully and production re-started according to plan. However, within weeks of the re-start, the heating elements in the hydrogen sulphide generators started to fail at a rate that caused an acute lack of spare parts. The failure of the heating elements was found to have been caused by excessive operating temperatures in the hydrogen sulphide process, and the operating procedure was subsequently amended to reflect this. However, the shortage in the spare parts inventory continued to severely affect production for several months, until mid-October.

The decision to hold the extended upgrade and maintenance stoppage first forced the Company to cut its production target for the year from 30,000t of nickel to 22,000-28,000t, as announced in April. In October, a further reduction of guidance to 16,000t of nickel had to be announced, resulting from the problems with the hydrogen sulphide generators. During the fourth quarter, production reliability improved significantly allowing Talvivaara to reach the latest guidance level.

Partly in response to the production issues, but significantly also to the uncertainties in the market environment, Talvivaara announced in October its intention to shift its short term focus from maximisation of production volume to optimisation of profitability. Measures taken to realise this strategy included reduced use of contractors particularly in materials handling and efforts to optimise chemicals consumption in metals recovery. These measures will continue into 2012, partly as part of the Company's focus on improving its management systems, but are not expected to materially affect the production output.

At the departmental level mining continued uneventfully with 11.1Mt (2010: 13.3Mt) of ore and 17.0Mt (2010: 16.7Mt) of waste blasted. The total output was slightly down from the year before, reflecting the bottleneck in materials handling. Waste mining continued at a high level with waste rock being used for the levelling of the secondary heap foundations.

In materials handling, the volume of crushed and stacked ore in 2011 amounted to 11.1Mt (2010: 13.3Mt). Production output was restricted by delays in commissioning of the primary heap reclaiming system, which operated substantially below the budgeted levels throughout the year. Improved operating methods were however identified during the fourth quarter and will be implemented in early 2012.

Bioheapleaching progressed according to expectations during the year, with secondary leaching also proving successful upon increasing amounts of ore being transferred from the primary to the secondary heap. Nickel grades in leach solution varied from slightly less than 2 g/l to more than 3.5 g/l, reflecting different ages of heaps and varying depletion rates of solution to metals recovery. At year end, the nickel grade in solution pumped to the metals recovery plant was around 2 g/l.

Reliability and availability of the metals recovery plant proved to be the decisive factor in determining the overall production output for the year. The availability of the plant in 2011 was approximately 49%, which is well below any reasonably targeted long term levels, but in part still reflects the limited operating history of the facility. Whilst no fundamental problems at the plant have been identified, focus on improving the robustness and reliability of production will continue in 2012.

Financial review

Net sales and financial result

Talvivaara's net sales during the financial year ended 31 December 2011 amounted to EUR 231.2 million
(2010: EUR 152.2 million). 15,795 tonnes of nickel, 35,935 tonnes of zinc, and approximately 400 tonnes of cobalt were sold during the year.

The Group's other operating income amounted to EUR 2.3 million (2010: EUR 20.9 million) and came mainly from indemnities on losses, gains on the sale of the Talvivaara-Murtomäki railroad to the Finnish State and fair value gains on derivatives.

Materials and services during the financial year ended 31 December 2011 amounted to EUR (135.0) million (2010: EUR (99.0) million). The largest cost items were consumables, external services and production chemicals, particularly propane and caustic soda (lye). The increase in materials and services reflects the increase in production volumes from 2010 to 2011.

Employee benefit expenses including the value of employee expenses related to the employee share option scheme of 2007 were EUR (25.5) million (2010: EUR (19.9) million). The increase was mostly attributable to the increased number of personnel.

Other operating expenses amounted to EUR (55.2) million (2010: EUR (43.8) million), of which energy and maintenance costs comprised more than two thirds. Operating profit came to EUR 30.9 million (2010: EUR 25.5 million). The operating margin was 13.4%, down from 16.7% reported in 2010 primarily due to the reported production problems and related maintenance costs and cost inefficiencies in 2011.

Finance income for the financial year was EUR 1.2 million (2010: EUR 3.5 million) and consisted mainly of interests on bank accounts and exchange rate gains. Finance costs of EUR (39.1) million (2010: EUR (31.7) million) were mainly caused by interest and related financing expenses on borrowings.

The Company's loss for the financial year amounted to EUR (5.2) million (2010: EUR (7.7) million).

The total comprehensive income for the financial year was EUR (14.6) million (2010: EUR (19.1) million), including a reduction in hedge reserves resulting from the occurrence of the hedged sales.

Balance sheet

Capital expenditure in 2011 totalled EUR 79.1 million (2010: EUR 115.7 million). The expenditure related primarily to secondary heap foundations, secondary leaching equipment, and construction of a gypsum pond and the uranium extraction facility. On the consolidated statement of financial position as at 31 December 2011, property, plant and equipment totalled EUR 762.0 million (31 December 2010: EUR 728.2 million).

In the Group's assets, inventories amounted to EUR 240.4 million on 31 December 2011 (31 December 2010: EUR 175.4 million). The increase in inventories reflected the ramp-up of production and the consequent increase in the amount of ore stacked on heaps, valued at cost. During the third quarter the Company re-evaluated the assumptions concerning the operating capacity of the Talvivaara mine to the extent such assumptions are used in inventory recognition. It was concluded that because the ramp-up phase and optimization of the production processes have proceeded slower than previously estimated, the expected operating capacity had to be adjusted to reflect more closely the current and short term expected level of production. The adjustment to the expected operating capacity had the effect of increasing the inventories during the second half of the financial year, as a bigger proportion of the operating costs and related production overheads were subsequently accumulated as inventories rather than being recognised directly as costs.

Trade receivables amounted to EUR 64.0 million on 31 December 2011 (31 December 2010: EUR 52.4 million). The increase in trade receivables reflects primarily the additional extraction and processing fees for zinc deliveries in 2011, stemming from increased chemical costs in zinc production.

On 31 December 2011, cash and cash equivalents totalled EUR 40.0 million (31 December 2010: EUR 165.6 million).

In equity and liabilities, total equity amounted to EUR 322.6 million on 31 December 2011 (31 December 2010: EUR 385.6 million). The reduction in equity was primarily the result of the acquisition by Talvivaara of an additional 4% shareholding in its subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy. As a result of the acquisition, Talvivaara's ownership in Talvivaara Sotkamo increased from 80% to 84%, and Talvivaara's equity decreased by the acquisition costs of EUR 61.9 million. The equity component of EUR 9.0 million for the senior unsecured convertible bonds due 2015 was also recognised in equity in 2011. A total of 539,407 new shares were subscribed and paid for in 2011 under the company's stock option rights 2007A and 2007B and the convertible bonds due 2015, and the entire subscription price of EUR 2.6 million was recognized in equity.

Borrowings increased from EUR 480.6 million on 31 December 2010 to EUR 495.7 million at the end of 2011. The changes in borrowings during the financial year included a partial draw-down of the revolving credit facility, determination of the equity component for the senior unsecured convertible bonds due 2015, issuance of commercial paper notes, and repayment of the borrowings drawn down to finance the construction of the Talvivaara-Murtomäki railroad.

Total advance payments as at 31 December 2011 amounted to EUR 247.3 million (31 December 2010: EUR 259.9 million). In 2011, the advance payment from Nyrstar was reclassified as a non-monetary liability, as the advance payment is repaid through physical deliveries and therefore does not represent an actual foreign exchange risk. In addition, Talvivaara received a total of EUR 14.4 million in advance payments during the year based on a uranium off-take agreement with Cameco Corporation. The advance payment made by the Finnish state for the railroad was recognized as revenue in September.

Total equity and liabilities as at 31 December 2011 amounted to EUR 1,156.7 million (31 December 2010: EUR 1,214.5 million).

Financing

In October, Talvivaara signed an amendment agreement to the EUR 100 million revolving credit facility agreement with Nordea Bank, Sampo Bank, Svenska Handelsbanken and Pohjola Bank. The facility was expanded to EUR 130 million upon the addition of Pohjola Bank to the lender group. The maturity of the facility was also extended by a year to 30 June 2014. As at 31 December 2011, the outstanding loan amount was EUR 50 million (2010: EUR 0).

During the second half of the year, Talvivaara issued commercial paper notes with the total nominal value of EUR 18.5 million based on the maximum EUR 100 million programme with Sampo Bank, Nordea Bank and Svenska Handelsbanken. On 31 December 2011, the outstanding commercial paper notes amounted to the nominal value of EUR 8.5 million.

In September, the Finnish State paid the second instalment of its reimbursement towards the construction costs of the Talvivaara-Murtomäki railroad to Talvivaara Infrastructure Oy. As a result of the reimbursement totalling EUR 40 million, the railroad became property of the Finnish State and a part of the national rail network. After the reimbursement, Talvivaara repaid the remaining EUR 18.7 million term loan and the EUR 4.2 million interest subsidy loans drawn down to finance the railroad construction.

In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. Under the terms of the agreement, Cameco will provide an upfront investment of up to USD 60 million to cover the construction costs of the uranium production facility and extraction circuit. Talvivaara will repay the investment through deliveries of uranium concentrate during the initial years of the agreement. Once the capital sum has been repaid, all uranium concentrate produced thereafter until 31 December 2027 will be bought by Cameco at a price based on market prices at the time of delivery.

In January, an Extraordinary General Meeting of Talvivaara resolved to approve the proposal of the Board of Directors for the issue of special rights in relation to EUR 225 million senior unsecured convertible bonds issued in December 2010 and due in December 2015. The bonds are convertible into 27.0 million fully paid ordinary shares of the Company. The interest rate applied to the convertible bond is 4.00% and the yield to maturity 6.50%, reflecting a redemption price of 114.5% at maturity.

Business development and commercial arrangements

Planned uranium extraction and uranium off-take agreement with Cameco Corporation
In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. Under the terms of the agreement, Cameco will provide an up-front investment of up to USD 60 million to cover the construction costs of the uranium extraction circuit and related facilities.

Cameco's capital contribution will be repaid through deliveries of uranium concentrate in the initial years of the agreement. Once the capital is repaid, Cameco will purchase the uranium concentrate produced at Sotkamo through a supply agreement that will be in effect until 31 December 2027. Cameco will provide Talvivaara with payment for the uranium based on a formula that references market prices at the time of delivery.

Annual uranium production is estimated at 350tU (ca. 770,000 pounds), corresponding to approximately 410t (900,000 pounds) of yellow cake (UO₄).

In August 2011, Talvivaara obtained a construction permit for the uranium recovery facility and construction work commenced. Commissioning of the facility, subject to receiving the necessary permits and authorizations (as further described in the Permitting section), is expected during the second half of 2012. Cameco is providing technical assistance to Talvivaara in the design, construction, commissioning and later in the operation of the uranium extraction circuit.

Production expansion - Operation Overlord
Conceptual studies relating to production expansion beyond 50,000tpa of nickel were carried out throughout the year. A dedicated project team was established and at the end of 2011 consisted of nine members with metallurgical, infrastructure, bioheapleaching, materials handling and project coordination expertise.

The scoping studies were based on the target of doubling the presently planned production to approximately 100,000tpa of nickel. Whilst studies relating to various processing options continue, it appears relatively likely that a substantial part of the expanded production would be LME quality nickel metal, i.e. Talvivaara would integrate its production one step further downstream. Production of cobalt metal remains also an option, but refining of zinc to zinc metal is currently not within the planning scope. For certain products and raw materials, e.g. manganese and sulphuric acid, joint ventures or other partnering arrangements will be investigated.

The baseline studies of the environment relating to the planned expansion commenced in the spring of 2011 and by year-end preparations for the Environmental Impact Assessment were at an advanced stage. Permitting is anticipated to proceed to the submission of an environmental permit application during 2012.

Acquisition of an additional 4% shareholding in the operating subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy
Talvivaara Mining Company signed an agreement on 1 June 2011 with Outokumpu Mining Oy and its parent company Outokumpu Oyj to acquire an additional 4% shareholding in Talvivaara Sotkamo Ltd. As a result of the acquisition, Talvivaara's ownership in Talvivaara Sotkamo increased from 80% to 84% and Outokumpu Mining's ownership decreased to 16%. The acquisition price for the 4% stake was EUR 60 million.

As of 31 December 2011 Talvivaara had not exercised the Option and the Board considered it unlikely that the Option would be exercised.

Redemption of the Talvivaara-Murtomäki railroad by the Finnish State
In 2008-2009, Talvivaara constructed a 25 km railway connecting the Talvivaara mine with the national railway grid. Subject to agreed minimum transportation volumes on the railroad being achieved, the Finnish State agreed to reimburse the construction expenses to Talvivaara Infrastructure Ltd up to an amount of EUR 40 million (0% VAT) in two instalments and to redeem the railroad. The first agreed transportation milestone was reached in 2010 and the Finnish State subsequently paid EUR 20 million in June 2010 as a partial reimbursement. The remaining minimum transportation volumes were reached in January 2011, and the Finnish State paid the remaining EUR 20 million in September 2011. In conjunction with the final reimbursement, the railroad became property of the Finnish State and part of the national rail network.

Geology

During 2011, Talvivaara's geological activities focused primarily on resource infill drilling to improve geological mapping of already known ore profiles. Apart from a brief campaign at the Kuusilampi deposit in early 2011, drilling was carried out at the Kolmisoppi deposit where mining operations have not yet commenced. In total, approximately 11,000 metres were drilled during the year.

Talvivaara's total mineral resources, as defined by the JORC code, stand at 1,550Mt and Measured and Indicated Resources at 1,121Mt. The resources contain 3.4Mt of nickel and 7.6Mt of zinc at average metal grades of 0.22% nickel and 0.49% zinc.

Significant exploration potential remains between the Kuusilampi and Kolmisoppi deposits and to the north of the Kolmisoppi deposit. Talvivaara expects to update its mineral resources statement in late 2012.

Research and development

Talvivaara's research and development activities focused mainly on further optimisation of the bioheapleaching and metals recovery processes, and recovery of additional metals from the leach solution.

Process development work in bioheapleaching included studies aimed at better understanding the behaviour of full scale heaps, improving heap aeration concepts, and optimising the hydrodynamics of the heaps. Four test heaps of 50,000t of ore each were constructed and started up during the second half of the year to study parameters for improved leaching efficiency. The results obtained from these heaps to-date are promising and provide further insight into optimisation of the full scale heap performance as well as leaching costs.

In metals recovery, the focus was on production capacity and product quality improvement especially regarding the moisture content of the zinc product. Chemical purity of all products, in particular copper sulphide, was also in focus, as was the optimisation of chemicals consumption to reduce costs.

Catalytic burning of hydrogen sulphide to avoid odour problems and to reduce caustic soda consumption was one of the key projects of the year with a clear target at production application in 2012. The tests showed that hydrogen sulphide can be converted to sulphur oxides which in turn can be scrubbed out without caustic soda. As a result, the investment project in catalytic burning was committed and is expected to be completed during the coming summer.

As a response to the increased sulphate levels in effluent waters discovered in late 2010, a project to evaluate and develop relevant water purification technologies for sulphate removal commenced in early 2011. The project comprised initially a technology study together with VTT, the Technical Research Centre of Finland, to compare various technologies available for this application. The study was later continued as a techno/economical study for selected appropriate technologies. As a result, a membrane technology was chosen and the work continued with laboratory tests to develop design criteria for further testing and eventually for an industrial scale plant.

Various tests and piloting activities were carried out to provide necessary data for the uranium permitting process. A continuous pilot process was also run with the chosen technology supplier to verify the uranium extraction process.

Sustainable development

Talvivaara continued to develop its operations in line with its sustainable development policy which emphasizes continuous improvement and operational excellence. In 2011, the Company paid special attention to improved control of water discharges, active stakeholder communication especially in the areas neighbouring the mine, and implementation of management systems supportive of sustainable development.

Talvivaara is committed to continuous improvement in environmental efficiency, operational risk management and the reduction of environmental impact. Thanks to investments aimed at reducing emissions to air, the environmental performance improved throughout the year. Some further improvements in 2012 are still necessary for the dust and hydrogen sulphide emission limits set in Talvivaara's environmental permit to be consistently met.

Water emissions were in a particular focus following the higher than anticipated concentrations of sulphate and manganese in discharge waters in late 2010 and early 2011. With immediate reaction to the elevated concentrations, the sulphate and manganese levels reduced significantly already by the summer of 2011 and any permanent damage to the nearby lakes was avoided. By the end of the year, water quality in the lakes closest to the mine had already started to improve even in the deepest sections, where most of the sulphate containing water had stratified. Going into 2012, recycling of process waters at Talvivaara is being increased and new water purification methods are being tested with the aim of implementing yet additional purification steps within the next 2-3 years. The catalytic burning of hydrogen sulphide, which Talvivaara intends to start in 2012, has the potential of significantly reducing caustic soda consumption, which in turn is expected to reduce sodium and sulphate concentration in process waters.

The sulphate and manganese discharges from the mine attracted significant media attention during the last quarter of the year, causing concern for many of Talvivaara's stakeholders. In response, the Ministry of the Environment requested a statement from the local Environmental Authority to attest whether the monitoring of the mine had been sufficient and whether there were grounds to consider coercive measures against Talvivaara. The conclusion, which was found satisfactory by the Ministry, was that the monitoring programme had been and continues to be extensive, and that no grounds for coercive measures, e.g. fines or limitation of production, were found.

Talvivaara took again part in the CDP carbon footprint reporting initiative. This data gathering and reporting exercise will help the Company to optimize its greenhouse gas emissions in the future. Talvivaara also continued to develop its Global Reporting Initiative (GRI) reporting and related data verification.

Talvivaara was awarded the environmental management system ISO 14001 certification in December 2010, followed by continuous improvement of the system throughout 2011. The Company also prepared for the certification of the OHSAS 18001 occupational health and safety standard, and commenced development of a risk management system in accordance with the ISO 31000 standard. Risk assessment for disasters under the Seveso Directive was updated.

The environmental security placed for future restoration of the area and monitoring obligations amounted to EUR 32.7 million at the year-end (2010: EUR 27.0 million).

With respect to safety issues Talvivaara's goal is a safe and healthy working environment, and the Company continued to develop its safety culture based on zero accident philosophy. The injury frequency in 2011 was 14.7 lost time injuries/million working hours (2010: 10.7 lost time injuries/million working hours).

Open and frequent communication is of utmost importance when building a long-term, trusting relationship with the nearby residents and communities, and Talvivaara has focused increasingly emphasis on its community programme during the past year. Open days for visitors and meetings with the local residents continued; in addition, a new, locally focused internet site was launched soon after the year end to provide up-to-date environmental information and a discussion and feedback channel for the local residents.

Permitting

Permitting work during the year related to the extraction of uranium as a by-product, the renewal of the existing environmental permit for the Talvivaara mine, and preparations for the permitting process pertaining to the planned production expansion, first to 50,000tpa and subsequently to up to 100,000tpa of nickel.

In March, Talvivaara submitted an application for the renewal of the existing environmental permit to the regional environmental permitting agency. The updated permit is expected to be obtained by the autumn of 2012.

In June 2011, Talvivaara submitted an application to the Ministry of Employment and Economy in accordance with the Mining Act (503/1965) for the expansion of the Talvivaara mining concession area by approximately 70 km². Subject to approval of the expansion, the total area of the Talvivaara mining concession will be approximately 130 km². The expansion of the mining concession area relates to the previously announced increase in the Talvivaara mineral resources, the full exploitation of which is not possible within the existing mining concession area.

Baseline studies of the environment relating to the potential production expansion (Operation Overlord) and the expansion of the mining concession area commenced in the spring and continued through the year. Preparations for the Environmental Impact Assessment (EIA) for the production expansions initially to 50,000tpa and later to up to 100,000tpa of nickel commenced during the autumn. By the year-end, the EIA programmes were close to completion and the actual EIA work was anticipated to start in early 2012.

In March 2011, Talvivaara submitted the environmental permit application for uranium extraction to the Regional Environmental Permitting Agency, with the decision on the permit expected during Q2 2012. In April 2010, Talvivaara applied to the Ministry of Employment and Economy for a permit to extract uranium as a by-product, in accordance with the Nuclear Energy Act. Talvivaara expects to obtain this permit during the first quarter of 2012.

Talvivaara received European Commission approval for the uranium off-take agreements with Cameco in November 2011. A further ratification by the European Commission pursuant to the Euratom Treaty was obtained soon after the year end, in January 2012.

Management systems and operational quality

With Talvivaara moving closer to steady state production requiring corresponding operational stability and processes, the Company launched a special programme targeted at improving all operating procedures and creating a shared and consistent working environment, the "Talvivaara Way of Working" (in Finnish, "Talvivaaran Tapa Toimia", or T3+). Commenced in the fourth quarter, the programme's initial stages focused on identification, measurement and follow-up of key performance indicators at all levels of the organisation and processes. The work will continue in 2012 and will also cover other aspects of operational quality, such as cleanliness and order (5S), overall control systems, and motivational factors. The initial results of the programme have been promising and have encouraged the entire organisation to continue their efforts in applying the new "Talvivaara Way of Working".

Risk management and key risks

In 2011, the Company's risk management activities were focused on further development of risk management practices within departments and functions, and on updating the Group level risk management policies to reflect Talvivaara's present development stage as an operational rather than a project focused entity.

Talvivaara's operations are affected by risks common to the mining industry, such as risks relating to the development of Talvivaara's mineral deposits, estimates of reserves and resources, infrastructure risks, and volatility of commodity prices. There are also risks related to currency exchange ratios, management and control systems, historical losses and uncertainties about the future profitability of Talvivaara, counter parties, dependence on key personnel, effect of laws, governmental regulations and related costs, environmental hazards, and risks related to Talvivaara's mining concessions and permits.

Personnel

The growth in Talvivaara's personnel continued in 2011, with the total number of employees increasing from 389 to 461. The personnel is mostly recruited locally from the Kainuu region, where Talvivaara is the largest provider of new job opportunities.

The average age of Talvivaara's personnel was 38.8 years, and the age distribution of employees is comparable to the industry average in Finland. In its recruitment process, Talvivaara seeks to maintain a representative staff age structure, in spite of the reasonably high rate of recruitment from a limited pool of potential recruitees in the region. Although the mining industry has conventionally been male-dominated, Talvivaara seeks to hire employees representing both genders. This has however proven difficult due to the limited number of female applicants.

Personnel turnover continued to decrease during the reporting year, reflecting the increasing maturity of the operations. As in previous years, the turnover mainly affected newly recruited employees and did not affect the Company's operations. The personnel turnover at Talvivaara Sotkamo Ltd was 4.3% (2010: 5.1%), and there was no personnel turnover at Talvivaara MiningCompany (2010: 0%).

The salaries and wages of Talvivaara's personnel are based on industry-wide collective agreements and company-specific job grading. The total compensation consists of base salary and short and long term incentive schemes. Annual short term incentive metrics include personal performance based and company-wide criteria. During the ongoing ramp-up phase the primary criterion has been Talvivaara's production output. The Company's long term incentive schemes comprise Talvivaara's Stock Options 2007, which is allocated to all personnel, and a management holding company Talvivaara Management Oy, which is targeted to executive management and requires personal investment in the Company shares by the participants. A new option scheme, Talvivaara Stock Options 2011 was established at the Annual General Meeting of 2011, but these options have yet to be allocated.

Personnel development is based on annual training and development plans. All Talvivaara personnel participate in introductory training with work safety as a key component. The Company's target is also that all of its employees will have first aid competence.

Corporate governance statement

Talvivaara will issue a Corporate Governance Statement of 2011 and publish it as part of its Annual Report and as a separate statement on its website at www.talvivaara.com during the week starting 26 March 2012. The Corporate Governance Statement will not form part of the Board of Directors' Report.

Resolutions of the Annual General Meeting

Talvivaara's Annual General Meeting was held on 28 April 2011 in Sotkamo, Finland. The resolutions of the AGM included:

that no dividend be paid for the financial year 2010;
that the annual fee payable to the members of the Board in 2012 be as follows: Chairman of the Board EUR 160,000, Deputy Chairman (Senior Independent Director) EUR 69,000, Chairman of the Audit Committee EUR 69,000, Chairman of the Nomination Committee EUR 53,000, Chairman of the Remuneration Committee EUR 53,000, Chairman of the Sustainability Committee EUR 53,000, other Non-executive Directors and Executive Directors EUR 48,000;
that the number of Board members be seven and that Mr. Edward Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä, Mr. Tapani Järvinen and Ms. Saila Miettinen-Lähde be re-elected as Board Members;
that the auditor be reimbursed according to the auditor's approved invoice and authorised public accountants PricewaterhouseCoopers Oy be elected as the company's auditor for the financial year 2011;
that the Board be authorised to decide on the repurchase, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares. The repurchase authorisation is valid until 27 October 2012. The proposed authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 15 April 2010; and

· that the Company shall issue stock options partly to the key employees and partly to the personnel of the Company and its subsidiaries. The maximum total number of stock options issued will be 5,500,000 and the stock options entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or to receive existing shares held by the Company. The beginning of the share subscription period shall require attainment of certain operational or financial targets determined by the Board annually.

Shares and shareholders

The number of shares issued and outstanding and registered on the Euroclear Shareholder Register as of 31 December 2011 was 245,781,803. Including the effect of the EUR 85 million convertible bond of 14 May 2008, the EUR 225 million convertible bond of 16 December 2010, and the Option Scheme of 2007, the authorised full number of shares of the Company amounted to 290,636,391.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012 and for stock options 2007B between 1 April 2011 and 31 March 2013. By 31 December 2011 a total of 449,286 Talvivaara Mining Company's new shares had been subscribed for under the stock option rights 2007A and a total of 1,883,814 stock option rights 2007A remain unexercised. On 31 December 2011, 108,700 shares were not registered. A total of 48,763 new shares of Talvivaara were subscribed for under the stock option rights 2007B and a total of 2,284,337 stock option rights 2007B remain unexercised. In addition, a total of 215,736 new shares of the Company were subscribed for under the convertible bonds due 2015.

In 2011 a total of 952,000 stock options 2007C were allocated. The share subscription period for stock options 2007C is between 1 April 2012 and 31 March 2014.

As at 31 December 2011, the shareholders who held more than 5% of the shares and votes of Talvivaara were Pekka Perä (23.0 %), Varma Mutual Pension Insurance Company (8.6%), Solidium Oy (7.0%) and Ilmarinen Mutual Pension Insurance Company (5.9%).

Share based incentive plans

By resolution passed at the general meeting of shareholders on 28 February 2007, the Company resolved to issue free stock options to the personnel of the Company and its subsidiaries entitling them, after the split of the Company's shares 1:70, to subscribe for a maximum of 6,999,300 new shares in the Company (2007 Option Scheme). Pursuant to the terms and conditions of the 2007 Option Scheme, the Board of Directors shall decide upon the distribution of the stock options.

During 2011, the Board of Directors, based on the recommendation of the Remuneration Committee, allocated 952,000 2007C options, giving an entitlement to subscribe for a total of 952,000 new shares in the Company, to the personnel of Talvivaara and its subsidiaries. Of the options allocated since 2007, 78,000 2007C options entitling to subscribe for 78,000 shares were returned back to the Company during 2011. In 2011, a total of 274,908 new shares were subscribed for under the stock option rights 2007A and 48,763 with 2007B. At the end of 2011, 100 2007C options were available for allocation under the 2007 Option Scheme. The voting rights of the shares to be issued against the outstanding share options amount to 2.6% of the total share capital.

In December 2010, The Board of Directors of Talvivaara decided on a new shareholding plan directed to members of the Talvivaara Executive Management Team (the "Participants"). The plan enables the Participants to acquire a considerable long-term shareholding in the Company. Through this plan, the Participants personally invested a significant amount of their own funds in Talvivaara's shares. The Participants financed their investments partly by themselves and partly by a loan provided by Talvivaara.

The EUR 5.7 million loan granted by the Company to Talvivaara Management Oy for the purpose of acquiring Company shares carries an interest of 3.0% and shall be repaid in full by 2014. The 1,104,000 shares held by Talvivaara Management Oy have been pledged to Talvivaara as security for the loan.

By resolution passed at the Annual General Meeting of 28 April 2011, the Company resolved to issue free stock options to the personnel of the Company and its subsidiaries (2011 Option Scheme). The maximum total number of stock options issued will be 5,500,000 and the stock options entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or to receive existing shares held by the Company. The commencement of the share subscription period will require attainment of certain operational or financial targets determined by the Board annually. As at 31 December 2011, no options under the 2011 Option Scheme had been allocated.

Events after the review period

Uranium permitting
Talvivaara received a ratification on its uranium recovery process from the European Commission under the Euratom Treaty ("Treaty") in January 2012. One of the main objectives of the Treaty is to improve the supply security of nuclear fuel in the European Union. In its opinion, the European Commission considers that uranium recovery at the Talvivaara mine complies with the goals set by the Treaty and may improve the supply security of nuclear fuel in the European Union.

Management of process waters
In order to improve water management in view of the environmental effects of the mining operations, Talvivaara has implemented new water recycling procedures allowing the reduction of raw water intake by approximately 50%. The new arrangement also allows further improvement of the quality of discharge waters and is expected to help in eventually reducing the amount of water emissions.

Installation of the new water recycling systems required a four-day stoppage at the metals recovery plant. Apart from this, operations at the plant have been uneventful during the early part of 2012.

Short-term outlook

Market outlook
Following general sentiment driven weakness during the latter half of 2011, nickel and base metals prices more broadly have shown signs of recovery in early 2012. Volatility is however expected to remain at an elevated level, as investors and other market participants assess the likely outcome of the European sovereign debt crisis as well as the global growth outlook.

Barring a severe global recession, significant downside to nickel prices beyond levels already seen in late 2011 would appear to be capped by marginal costs of production. Talvivaara continues to believe the longer term support level to be around USD 20,000 per tonne.

Talvivaara expects the global nickel market to remain broadly balanced from a supply-demand perspective. Several new laterite nickel projects have continued to face commissioning issues, and it appears increasingly likely that their contribution to supply in the near term will be limited. Chinese NPI production is expected to also balance the market, as the utilisation rate of this capacity tends to quickly react to variations in nickel price.
Operational outlook
Talvivaara expects production at the Sotkamo mine to continue ramping up and to reach the annual nickel production volume of 25,000-30,000t in 2012. In line with the guidance provided at the Company's Capital Markets Day in November 2011, total operating costs in 2012 are expected to amount to approximately EUR 250 million including leasing, and capital expenditure to EUR 40-50 million excluding construction of the uranium extraction circuit.

Board of Directors proposal for profit distribution

The Board of Directors is proposing to the Annual General Meeting to be held on 26 April 2012 that no dividend is declared in respect of the year 2011.

Talvivaara Mining Company Plc
Board of Directors

CONSOLIDATED INCOME STATEMENT
(all amounts in EUR '000)	Unaudited three months to 31 Dec 11	Audited three months to 31 Dec 10	Unaudited twelve months to 31 Dec 11	Audited twelve months to 31 Dec 10
Net sales	66,492	60,218	231,226	152,163
Other operating income	268	3,661	2,304	20,904
Changes in inventories of finished goods and work in progress	17,491	14,003	59,727	67,100
Materials and services	(37,687)	(30,745)	(135,022)	(99,029)
Personnel expenses	(6,353)	(5,498)	(25,482)	(19,944)
Depreciation, amortization, depletion and impairment charges	(12,158)	(13,757)	(46,642)	(51,948)
Other operating expenses	(13,121)	(13,556)	(55,212)	(43,790)

Operating profit (loss)	14,932	14,326	30,899	25,456

Finance income	236	81	1,197	3,477
Finance cost	(11,279)	(8,125)	(39,060)	(31,655)
Finance income (cost) (net)	(11,043)	(8,044)	(37,863)	(28,178)

Profit (loss) before income tax	3,889	6,282	(6,964)	(2,722)
Income tax expense	(161)	(7,166)	1,748	(5,012)

Profit (loss) for the period	3,728	(884)	(5,216)	(7,734)
Attributable to:
Owners of the parent	1,915	(810)	(8,263)	(8,699)
Non-controlling interest	1,813	(74)	3,047	965
	3,728	(884)	(5,216)	(7,734)
Earnings per share for profit (loss) attributable to the owners of the parent (expressed in EUR per share)
Basic and diluted	0.01	(0.01)	(0.04)	(0.04)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Unaudited three	Audited three	Unaudited twelve	Audited twelve
	months to	months to	months to	months to
(all amounts in EUR '000)	31 Dec 11	31 Dec 10	31 Dec 11	31 Dec 10
Profit (loss) for the period	3,728	(884)	(5,216)	(7,734)
Other comprehensive income, items net of tax
Cash flow hedges	(1,983)	(2,769)	(9,368)	(11,341)

Other comprehensive income, net of tax	(1,983)	(2,769)	(9,368)	(11,341)
Total comprehensive income	1,745	(3,653)	(14,584)	(19,075)
Attributable to:
Owners of the parent	249	(3,025)	(16,132)	(17,772)
Non-controlling interest	1,496	(628)	1,548	(1,303)
	1,745	(3,653)	(14,584)	(19,075)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
	Unaudited as at	Audited as at
(all amounts in EUR '000)	31 Dec 11	31 Dec 10
ASSETS
Non-current assets
Property, plant and equipment	761,985	728,226
Biological assets	7,688	8,464
Intangible assets	7,371	7,737
Deferred tax assets	26,398	20,552
Other receivables	2,902	7,626
Available-for-sale financial assets	630	464
	806,974	773,069
Current assets
Inventories	240,436	175,361
Trade receivables	64,027	52,354
Other receivables	5,249	8,702
Derivative financial instruments	10	40
Cash and cash equivalent	40,019	165,555
	349,741	402,012
Assets held for sale	-	39,391
Total assets	1,156,715	1,214,472
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital	80	80
Share issue	278	91
Share premium	8,086	8,086
Hedge reserve	-	7,494
Other reserves	449,532	433,012
Retained earnings	(151,129)	(80,068)
	306,847	368,695
Non-controlling interest in equity	15,733	16,895
Total equity	322,580	385,590
Non-current liabilities
Borrowings	467,161	437,623
Advance payments	235,569	225,068
Trade payables	-	17
Provisions	6,036	3,935
	708,766	666,643
Current liabilities
Borrowings	28,515	42,934
Advance payments	11,684	34,800
Trade payables	33,677	39,408
Other payables	51,478	43,820
Derivative financial instruments	15	1,277
	125,369	162,239
Total liabilities	834,135	828,882
Total equity and liabilities	1,156,715	1,214,472

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

A. Share capital
B. Share issue
C. Share premium
D. Hedge reserve
E. Invested unrestricted equity
F. Other reserves
G. Retained earnings
H. Total
I. Non-controlling interest
J. Total equity

(all amounts in EUR '000)
	A	B	C	D	E	F	G	H	I	J
1 Jan 10	80	-	8,086	16,567	401,248	16,200	(71,368)	370,813	11, 784	382, 597
Profit (loss) for the period	-	-	-	-	-	-	(8,699)	(8,699)	965	(7, 734)
Other comprehensive income
- Cash flow hedges	-	-	-	(9,073)	-	-	-	(9,073)	(2, 268)	(11, 341)
Total comprehensive income for the period	-	-	-	(9,073)	-	-	(8,699)	(17,772)	(1, 303)	(19, 075)
Transactions with owners
Stock options	-	91	-	-	364	-	-	455	-	455
Perpetual capital loan	-	-	-	-	-	19,926	-	19,926	4, 982	24, 908
Incentive arrangement for Executive Management	-	-	-	-	-	(7,142)	-	(7,142)	1, 432	(5, 710)
Employee share option scheme
- value of employee services	-	-	-	-	-	2,415	-	2,415	-	2, 415
Total contribution by and distribution to owners	-	91	-	-	364	15,199	-	15,654	6, 414	22, 068
Total transactions with owners	-	91	-	-	364	15,199	-	15,654	6, 414	22, 068
31 Dec 10	80	91	8,086	7,494	401,612	31,399	(80,067)	368,695	16, 895	385, 590
1 Jan 11	80	91	8,086	7,494	401,612	31,399	(80,067)	368,695	16, 895	385, 590
Profit (loss) for the period	-	-	-	-	-	-	(8,263)	(8,263)	3, 047	(5, 216)
Other comprehensive income
- Cash flow hedges	-	-	-	(7,869)	-	-	-	(7,869)	(1, 499)	(9, 368)
Total comprehensive income for the period	-	-	-	(7,869)	-	-	(8,263)	(16,132)	1, 548	(14, 584)
Transactions with owners
Stock options	-	187	-	-	658	-	-	845	-	845
Conversion of senior unsecured convertible bonds due 2015	-	-	-	-	1,800	-	-	1,800	-	1, 800
Perpetual capital loan	-	-	-	-	-	-	(1,891)	(1,891)	(360)	(2, 251)
Acquisition of subsidiary	-	-	-	375	-	997	(60,908)	(59,536)	(2, 350)	(61, 886)
Incentive arrangement for Executive Management	-	-	-	-	-	94	-	94	-	94
Senior unsecured convertible bonds due 2015, equity component	-	-	-	-	-	9,018	-	9,018	-	9, 018
Employee share option scheme
- value of employee services	-	-	-	-	-	3,954	-	3,954	-	3, 954
Total contribution by and distribution to owners	-	187	-	375	2,458	14,063	(62,799)	(45,716)	(2, 710)	(48, 426)
Total transactions with owners	-	187	-	375	2,458	14,063	(62,799)	(45,716)	(2, 710)	(48, 426)
31 Dec 11	80	278	8,086	-	404,070	45,462	(151,129)	306,847	15, 733	322, 580

CONSOLIDATED STATEMENT OF CASH FLOWS
	Unaudited three months to	Audited three months to	Unaudited twelve months to	Audited twelve months to
(all amounts in EUR '000)	31 Dec 11	31 Dec 10	31 Dec 11	31 Dec 10
Cash flows from operating activities
Profit (loss) for the period	3,728	(884)	(5,216)	(7,734)
Adjustments for
Tax	161	7,166	(1,748)	5,012
Depreciation and amortization	12,157	13,758	46,641	51,949
Other non-cash income and expenses	(8,171)	(3,976)	(34,987)	(8,340)
Interest income	(236)	(81)	(1,197)	(3,477)
Fair value gains on financial assets at fair value through profit or loss	(193)	(4,068)	(520)	(24,348)
Interest expense	11,279	8,125	39,060	31,655
	18,725	20,040	42,033	44,717
Change in working capital
Decrease(+)/increase(-) in other receivables	(16,763)	(20,607)	(2,380)	(40,381)
Decrease (+)/increase (-) in inventories	(15,398)	(14,972)	(65,075)	(65,850)
Decrease(-)/increase(+) in trade and other payables	(8,429)	32,888	(403)	47,141
Change in working capital	(40,590)	(2,691)	(67,858)	(59,090)
	(21,865)	17,349	(25,825)	(14,373)
Interest and other finance cost paid	(10,579)	(9,849)	(24,666)	(26,213)
Interest and other finance income	274	(3,438)	1,329	49,382
Income taxes paid	(15)	-	(15)	-
Net cash generated (used) in operating activities	(32,185)	4,062	(49,177)	8,796
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired	(398)	-	(61,885)	-
Purchases of property, plant and equipment	(21,511)	(23,048)	(78,833)	(114,947)
Purchases of biological assets	(18)	-	(82)	(7)
Purchases of intangible assets	(54)	(427)	(229)	(704)
Proceeds from sale of property, plant and equipment	-	-	19,995	-
Proceeds from sale of biological assets	-	13	257	89
Proceeds from sale of intangible assets	-	-	5	-
Proceeds from government grant related to intangible assets	-	302	-	302
Purchases of financial assets at fair value through profit or loss	-	-	(12,010)	-
Purchases of available-for-sale financial assets	-	(463)	(167)	(463)
Proceeds from sale of
financial assets at fair value through profit or loss	-	-	12,022	-
Net cash generated (used) in investing activities	(21,981)	(23,623)	(120,927)	(115,730)
Cash flows from financing activities
Realised stock options	278	90	845	454
Related party investment in Talvivaara shares	-	(5,713)	-	(5,713)
Proceeds from interest-bearing liabilities	59,226	235,973	70,242	292,512
Perpetual capital loan	-	-	(3,042)	24,875
Proceeds from advance payments	7,381	-	14,381	263,419
Payment of interest-bearing liabilities	(11,255)	(51,210)	(37,858)	(314,935)
Net cash generated (used) in financing activities	55,630	179,140	44,568	260,612
Net increase (decrease) in cash and cash equivalents	1,464	159,579	(125,536)	153,678
Cash and cash equivalents at beginning of the period	38,555	5,976	165,555	11,877
Cash and cash equivalents at end of the period	40,019	165,555	40,019	165,555

NOTES

1. Basis of preparation

This year-end report has been prepared in compliance with IAS 34.

2. Property, plant and equipment
(all amounts in EUR '000)	Machinery and equipment	Construction in progress	Land and buildings	Other tangible assets	Total
Gross carrying amount at 1 Jan 11	336,598	21,036	257,613	206,227	821,474
Additions	1,389	78,314	126	4	79,833
Disposals	(7)	-	(66)	-	(73)
Transfer to assets held for sale	-	-	-	50	50
Transfers	23,265	(58,006)	16,248	18,515	22
Gross carrying amount at 31 Dec 11	361,245	41,344	273,921	224,796	901,306
Accumulated depreciation and impairment losses at 1 Jan 11	39,794	-	21,150	32,304	93,248
Disposals	(1)	-	-	-	(1)
Depreciation for the period	26,998	-	11,494	7,582	46,074
Accumulated depreciation and impairment losses at 31 Dec 11	66,791	-	32,644	39,886	139,321
Carrying amount at 1 Jan 11	296,804	21,036	236,463	173,923	728,226
Carrying amount at 31 Dec 11	294,454	41,344	241,277	184,910	761,985

3. Trade receivables
(all amounts in EUR '000)
	31 Dec 11	31 Dec 10
Nickel-Cobalt sulphide	55,258	50,437
Zinc sulphide	8,769	1,917
Total trade receivables	64,027	52,354

4. Inventories
(all amounts in EUR '000)
	31 Dec 11	31 Dec 10
Raw materials and consumables	14,016	8,668
Work in progress	213,629	154,632
Finished products	12,791	12,061
Total inventories	240,436	175,361

5. Borrowings
(all amounts in EUR '000)
Non-current	31 Dec 11	31 Dec 10
Capital loans	1,405	1,405
Investment and Working Capital loan	57,863	57,324
Revolving Credit Facility	49,110	-
Senior Unsecured Convertible Bonds due 2015	217,138	219,426
Senior Unsecured Convertible Bonds due 2013	80,796	78,086
Finance lease liabilities	37,444	53,018
Other	23,405	28,364
	467,161	437,623

Current
Investment and Working Capital loan	1,430	-
Commercial papers	8,481	-
Railway Term Loan Facility	-	18,527
Finance lease liabilities	18,604	20,211
Interest Subsidy Loans	-	4,196
	28,515	42,934

Total borrowings	495,676	480,557

6. Advance payments
(all amounts in EUR '000)
Non-current	31 Dec 11	31 Dec 10
Deferred zinc sales revenue	221,187	225,068
Deferred uranium sales revenue	14,382	-
	235,569	225,068
Current
Deferred zinc sales revenue	11,684	14,800
Advance payment on railway	-	20,000
	11,684	34,800

Total advance payments	247,253	259,868

7. Changes in the number of shares issued
	Number of shares
31 Dec 10	245,316,718
Stock options 2007A and 2007B	249,349
Conversion of senior unsecured convertible bonds due 2015	215,736
31 Dec 11	245,781,803

8. Contingencies and commitments
(all amounts in EUR '000)
The future aggregate minimum lease payments under non-cancellable operating leases
	31 Dec 11	31 Dec 10
Not later than 1 year	1,919	1,175
Later than 1 year and not later than 5 years	929	1,993
Later than 5 years	37	11
	2,885	3,179

Capital commitments

At 31 December 2011, the Group had capital commitments amounting to EUR 14.5 million principally relating to the completion of the Talvivaara mine, improving the reliability and expansion of production capacity. These commitments are for the acquisition of new property, plant and equipment.

Talvivaara Mining Company Plc
Key financial figures of the Group		Three months to	Three months to	Twelve months to	Twelve months to
		31 Dec 11	31 Dec 10	31 Dec 11	31 Dec 10
Net sales	EUR '000	66,492	60,218	231,226	152,163
Operating profit (loss)	EUR '000	14,932	14,326	30,899	25,456
Operating profit (loss) percentage		22.5 %	23.8 %	13.4 %	16.7 %
Profit (loss) before tax	EUR '000	3,889	6,282	(6,964)	(2,722)
Profit (loss) for the period	EUR '000	3,728	(884)	(5,216)	(7,734)
Return on equity		1.2 %	-0.2 %	-1.5 %	-2.0 %
Equity-to-assets ratio		27.9 %	31.7 %	27.9 %	31.7 %
Net interest-bearing debt	EUR '000	455,657	315,002	455,657	315,002
Debt-to-equity ratio		141.3 %	81.7 %	141.3 %	81.7 %
Return on investment		1.9 %	0.9 %	4.0 %	2.8 %
Capital expenditure	EUR '000	21,583	23,475	79,144	115,658
Research & development expenditure	EUR '000	-	365	-	365
Property, plant and equipment	EUR '000	761,985	728,226	761,985	728,226
Derivative financial instruments	EUR '000	(5)	(1,237)	(5)	(1,237)
Borrowings	EUR '000	495,676	480,557	495,676	480,557
Cash and cash equivalents at the end of the period	EUR '000	40,019	165,555	40,019	165,555

Share-related key figures
		Three months to 31 Dec 11	Three months to 31 Dec 10	Twelve months to 31 Dec 11	Twelve months to 31 Dec 10
Earnings per share	EUR	0.01	(0.01)	(0.04)	(0.04)
Equity per share	EUR	1.25	1.50	1.25	1.50
Development of share price at London Stock Exchange
Average trading price¹	EUR	2.57	6.27	4.22	4.89
	GBP	2.20	5.39	3.66	4.20
Lowest trading price¹	EUR	2.28	5.70	2.25	3.99
	GBP	1.95	4.90	1.95	3.42
Highest trading price¹	EUR	2.98	7.10	7.17	7.11
	GBP	2.55	6.10	6.22	6.10
Trading price at the end of the period²	EUR	2.39	6.92	2.39	6.92
	GBP	2.00	5.96	2.00	5.96
Change during the period		-20.6 %	21.1 %	-66.4 %	54.2 %
Price-earnings ratio		463.2	neg.	neg.	neg.
Market capitalization at the end of the period³	EUR '000	588,487	1,697,196	588,487	1,697,196
	GBP '000	491,564	1,460,861	491,564	1,460,861
Development in trading volume
Trading volume	1000 shares	25,743	16,728	67,799	93,802
In relation to weighted average number of shares		10.5 %	6.8 %	27.6 %	38.2 %
Development of share price at OMX Helsinki
Average trading price	EUR	2.55	6.35	4.33	5.18
Lowest trading price	EUR	2.27	5.65	2.27	3.99
Highest trading price	EUR	2.98	7.18	7.34	7.18
Trading price at the end of the period	EUR	2.49	7.07	2.49	7.07
Change during the period		-16.2 %	24.5 %	-64.8 %	63.3 %
Price-earnings ratio		459.3	neg.	neg.	neg.
Market capitalization at the end of the period	EUR '000	612,488	1,734,389	612,488	1,734,389
Development in trading volume
Trading volume	1000 shares	73,918	42,665	190,901	140,115
In relation to weighted average number of shares		30.1 %	17.4 %	77.7 %	57.1 %
Adjusted average number of shares		245,601,204	245,241,660	245,601,204	245,241,660
Fully diluted average number of shares		244,497,204	244,137,660	244,497,204	244,137,660
Number of shares at the end of the period		245,781,803	245,316,718	245,781,803	245,316,718

¹⁾ Trading price is calculated on the average of EUR/GBP exchange rates published by the European Central Bank during the period.
²⁾ Trading price is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.
³⁾ Market capitalization is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.

Employee-related key figures
		Three months to 31 Dec 11	Three months to 31 Dec 10	Twelve months to 31 Dec 11	Twelve months to 31 Dec 10
Wages and salaries	EUR '000	5,385	4,443	21,574	16,652
Average number of employees		451	381	445	362
Number of employees at the end of the period		461	389	461	389

Other figures
	Three months to 31 Dec 11	Three months to 31 Dec 10	Twelve months to 31 Dec 11	Twelve months to 31 Dec 10
Share options outstanding at the end of the period	6,501,151	5,950,822	6,501,151	5,950,822
Number of shares to be issued against the outstanding share options	6,501,151	5,950,822	6,501,151	5,950,822
Rights to vote of shares to be issued against the outstanding share options	2.6 %	2.4 %	2.6 %	2.4 %

Talvivaara Mining Company Plc
Key financial figures of the Group
Return on equity	Profit (loss) for the period
	(Total equity at the beginning of period + Total equity at the end of period)/2

Equity-to-assets ratio	Total equity
	Total assets

Net interest-bearing debt	Interest-bearing debt - Cash and cash equivalent

Debt-to-equity ratio	Net interest-bearing debt
	Total equity

Return on investment	Profit (loss) for the period + Finance cost
	(Total equity at the beginning of period + Total equity at the end of period)/2 + (Borrowings at the beginning of period + Borrowings at the end of period)/2

Share-related key figures

Earnings per share	Profit (loss) attributable to equity holders of the Company
	Adjusted average number of shares

Equity per share	Equity attributable to equity holders of the Company
	Adjusted average number of shares

Price-earnings ratio	Trading price at the end of the period
	Earnings per share

Market capitalization at the end of the period	Number of shares at the end of the period * trading price at the end of the period

Proposed Placing of up to 24,589,050 new Ordinary Shares of Talvivaara Mining Company Plc

Thu, 16 Feb 2012 09:00:00 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

16 February 2012

Proposed Placing of up to 24,589,050 new Ordinary Shares of Talvivaara Mining Company Plc

Details of the Placing

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces today its intention to issue up to 24,589,050 new ordinary shares (the "Placing Shares") representing approximately 10 per cent of the number of the existing shares of the Company (the "Placing") to both new and existing institutional shareholders (the "Placees").

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process to be carried out by Merrill Lynch International ("BofA Merrill Lynch") who is acting as Sole Bookrunner and Joint Lead Manager and Liberum Capital Limited ("Liberum") and Pohjola Corporate Finance Ltd. ("Pohjola") who are acting as Joint Lead Managers in relation to the Placing. The identity of Placees and the basis of the allocations are at the discretion of Talvivaara, BofA Merrill Lynch, Liberum and Pohjola. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") will be agreed by Talvivaara with the Joint Lead Managers at the close of the book-building process. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the book-building process.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the existing ordinary shares, including the right to receive all dividends and other distributions declared in respect of such shares after the date of issue of the Placing Shares. The Placing will be made on a non-preemptive basis and as such will be subject to shareholder approval at an extraordinary general meeting of shareholders of the Company (the "EGM") scheduled for 12 March 2012.

The Company has also received irrevocable undertakings from its four largest shareholders, Pekka Perä, Varma Mutual Pension Insurance Company, Solidium Oy and Ilmarinen Mutual Pension Insurance Company, to vote in favour of the issue of the Placing Shares in respect of approximately 111.1 million Talvivaara Shares in aggregate, representing approximately 45.2 per cent of the existing issued share capital of Talvivaara.

The Appendix to this announcement (which forms part of this announcement) sets out the terms and conditions of the Placing.

Use of Proceeds

The proceeds of the Placing will be used to provide additional financial and operational flexibility for the continuing ramp-up of the mining and processing operations, as well as additional capital for potential investment in energy generation. These steps will further improve the strategically advantageous positioning of the Talvivaara operation and help to reach, and further enhance, the low cash cost position of the project.

Background and Reasons for the Placing

Talvivaara is pursuing this capital raising to provide operational and financial flexibility as part of its strategy to increase nickel production from 16,087 tonnes in 2011 to 50,000 tonnes.

Talvivaara's total resource base of more than one billion tonnes of ore corresponds to several decades of mine-life at the expanded capacity, which contributes to the Company's shift to full scale production.

Talvivaara also targets at being in a strong position to benefit from sustained worldwide demand driven particularly by China which continues to support its confidence in the long-term strength of commodity markets.

Q4 and Full Year Results 2011

Please refer to our Q4 and full year 2011 results released today for our latest disclosures regarding the Company's performance.

Contacts

Talvivaara Mining Company Plc	+358 20 712 9800
Pekka Perä
Saila Miettinen-Lähde

BofA Merrill Lynch	+44 20 7996 1000
Harri Sundvik
Peter Brown
Ignacio Maldonado
Matthew Blawat

Liberum Capital Limited	+44 20 3100 2000
Michael Rawlinson
Christopher Britton

Pohjola Corporate Finance Ltd.	+358 10 252 7400
Timo Mäkeläinen

APPENDIX: TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.
THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF THE PLACING SHARES.
Details of the Placing
The Joint Lead Managers have entered into a placing agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out in the Placing Agreement, the Joint Lead Managers have agreed to use reasonable endeavours to procure subscribers for Placing Shares at a price determined following completion of the bookbuilding process in respect of the Placing (the "Bookbuild"), described in this Announcement and set out in the Placing Agreement, and to the extent that any such Placees procured by any of the Joint Lead Managers, fails to pay for the Placing Shares it had agreed to subscribe for, the relevant Joint Lead Manager has agreed (itself or through an Affiliate, as the case may be) to subscribe for such Placing Shares at the agreed price.
The Placing Shares have been duly authorised and will, when issued, be credited as fully paid and will rankpari passuin all respects with the existing issued Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will be issued free of any pre-emption rights, encumbrance, lien or other security interest.
As part of the Placing, the Company has agreed that it will not issue or sell any Ordinary Shares for a period of 180 days after the Placing Shares have been issued, without the prior consent of the Joint Lead Managers. This agreement is subject to customary exceptions and does not, however, prevent the Company from granting or satisfying exercises of options granted pursuant to the terms of existing employee share schemes of the Company or issuing Ordinary Shares upon conversion of the convertible bonds of the Company as disclosed in publicly available information. Additionally, the Company's largest shareholder, Pekka Perä (c. 22.9% shareholder), has confirmed that he does not intend to sell any Ordinary Shares for a period of 180 days after Admission. This confirmation does not prevent Pekka Perä from selling options granted to him (and whichdo not form part ofhisexisting shareholding) under existing employee share schemes of the Company as disclosed in publicly available information.
Application for listing and admission to trading
Application will be made to the FSA as competent authority for listing (subject to the passing of the proposed Resolution at the EGM) for admission of the Placing Shares to the premium segment of the Official List of the FSA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on its main market for listed securities. Application will be made to the Helsinki Stock Exchange for admission (subject to the passing of proposed Resolution at the EGM) of the Placing Shares on the Helsinki Stock Exchange. It is expected that Admission on the London Stock Exchange and the Helsinki Stock Exchange will become effective on or around 14 March 2012 and that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Lead Managers will today commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No fees or commissions will be paid to Placees or by Placees in respect of any Placing Shares.
The Joint Lead Managers and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
Participation in, and principal terms of, the Placing
1.BofA Merrill Lynch is acting as sole bookrunner and the Joint Lead Managers are acting as joint lead managers and agents of the Company.
2.Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Lead Managers. The Joint Lead Managers and their Affiliates are each entitled to enter bids in the Bookbuild as principal.
3.The Bookbuild will establish a single price payable to the Joint Lead Managers by all Placees whose bids are successful (the "Placing Price"). The Placing Price and the number of Placing Shares to be issued will be agreed between the Joint Lead Managers and the Company following completion of the Bookbuild. Any discount to the market price of the Ordinary Shares will be determined in accordance with the Listing Rules. The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service and as a stock exchange release pursuant to Finnish Securities Law following the completion of the Bookbuild.
4.To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at either of the Joint Lead Managers. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at either the Placing Price, which is ultimately established by the Company and the Joint Lead Managers, or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Lead Managers on the basis referred to in paragraph9below. The Joint Lead Managers reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at each Joint Lead Manager's absolute discretion.
5.The Bookbuild is expected to close no later than 4.30 p.m. (Londontime) on 16 February 2012 but may be closed earlier or later at the discretion of the Joint Lead Managers. The Joint Lead Managers may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the agreement of the Joint Lead Managers) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
6.Each prospective Placee's allocation will be agreed between the Joint Lead Managers and the Company and will be confirmed orally by one of the Joint Lead Managers as agent of the Company following the close of the Bookbuild. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Company and the Joint Lead Managers to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association.
7.Each prospective Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by one of the Joint Lead Managers. The terms of this Appendix will be deemed incorporated in that contract note.
8.Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Lead Manager as agent of the Company to pay in cleared funds, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee.
9.The Joint Lead Managers may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as they may determine. The Joint Lead Managers may also, notwithstanding paragraphs4and5above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.
10.A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and except with the consent of either of the Joint Lead Managers will not be capable of variation or revocation after the time at which it is submitted.
11.Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
12.All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".
13.By participating in the Bookbuild, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
14.To the fullest extent permissible by law, none of the Joint Lead Managers nor any of their Affiliates nor any person acting on their behalf shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Joint Lead Managers nor any of their Affiliates nor any person acting on their behalf shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Lead Managers's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Lead Managers and the Company may agree.
15. In addition, certain of the Joint Lead Managers or their Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Lead Managers (or their Affiliates) may from time to time acquire, hold or dispose of Ordinary Shares.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Lead Managers under the Placing Agreement are conditional on, amongst other things:
(a)agreement being reached between the Company and the Joint Lead Managers on the Placing Price and the number of Placing Shares;
(b)the representations and warranties contained in the Placing Agreement being true, accurate and complete on the date of the Placing Agreement and remaining so at all times down to and including Admission (by reference to the facts and circumstances then existing);
(c)the Company complying with its obligations under the Placing Agreement to the extent the same fall to be performed or satisfied prior to Admission;
(d)Admission taking place by 8.00 a.m. (Londontime) on 14 March 2012 (or such later date as the Joint Lead Managers may otherwise determine);
(e)in the opinion of BofA Merrill Lynch, acting in good faith, there not having been and BofA Merrill Lynch not having become aware of a material adverse change in, or any development involving a prospective material adverse change in, the condition, financial, operational or otherwise, or in the management, prospects, results of operations or business of the Company and its subsidiaries taken as a whole; and
(f) the passing of the Resolution (without amendment) at the EGM (and not, save with the written consent of the Joint Lead Managers, at any adjournment thereof).
If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or, where permitted, waived by BofA Merrill Lynch, by the respective time or date where specified (or such later time and/or date as the Company and BofA Merrill Lynch may agree), or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and each Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
BofA Merrill Lynch may, at its discretion and upon such terms as it thinks fit, extend the time for satisfaction of any condition or waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition in the Placing Agreement relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.
None of BofA Merrill Lynch, the Company or any other person shall have any responsibility or liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and /or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of BofA Merrill Lynch.
By participating in the Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.
Termination of the Placing Agreement
BofA Merrill Lynch on behalf of the Joint Lead Managers is entitled, at any time before Admission, to terminate the Placing Agreement in relation to their obligations in respect of the Placing Shares by giving notice to the Company if, amongst other things:
(a)any of the conditions to the Joint Lead Managers' obligations under the Placing Agreement have not been satisfied by the Company or waived by BofA Merrill Lynch; or
(b) there has been a breach of any of the warranties and representations contained in the Placing Agreement or any material failure to perform any of the undertakings or agreements in the Placing Agreement; or
(c)it shall come to the notice of BofA Merrill Lynch that any statement contained in this Announcement, or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing (together, the "Placing Documents"), is or has become untrue, incorrect or misleading in any material respect, or any matter has arisen, which would, if the Placing were made at that time, constitute a material omission from the Placing Documents or a material omission from or misleading inaccuracy in publicly available information made public by the Company previously, or any of them, and which BofA Merrill Lynch, acting in good faith, considers to be material in the context of the Placing or the underwriting of the Placing Shares, Admission or any of the transactions contemplated by the Placing Agreement; or
(d)there has occurred (i) any material adverse change in the financial markets in the United States, the United Kingdom, Finland, any member states of the European Union or in the international financial markets, (ii) any outbreak or escalation of hostilities, or other calamity or crisis or (iii) any change or development involving a prospective change in national political, financial or economic conditions, or currency exchange rates in such countries or internationally, in each case the effect of which is such as to make it, in the judgement of BofA Merrill Lynch acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; or
(e)if trading in the Ordinary Shares is suspended or limited or there are certain other disruptions, limitations or suspensions in respect of the operations of certain stock exchanges or a banking moratorium is declared by certain authorities, or if there is an announcement of intended withdrawal from the Euro, or of intended redomination of any obligation, private or public, by any EEA member state which is such to make it, in the judgement of BofA Merrill Lynch acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares.
Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise by BofA Merrill Lynch of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of BofA Merrill Lynch and that it need not make any reference to Placees and that it shall have no responsibility or liability to Placees whatsoever in connection with any such exercise or failure so to exercise.
No prospectus
No offering document or prospectus has been or will be submitted to be approved by the FSA or the FFSA in relation to the Placing and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement (including this Appendix) released by the Company today, and any Exchange Information (as defined below) previously published by the Company and subject to the further terms set forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Joint Lead Managers or their Affiliates (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the contract note referred to below) or any other person and none of the Joint Lead Managers, their Affiliates, any persons acting on their behalf or the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take place within the Book-entry System.
Placees outside of the Republic of Finland who wish to hold their Placing Shares in uncertificated form in CREST will not be issued with Ordinary Shares but will receive their interest in the Company by means of the CREST International Settlement Links Service and, in particular, the link with Euroclear Finland and SIX SIS AG. The Placing Shares will be issued by the Company and incorporated within the Book-entry System and then transferred to CREST International Nominees Limited ("CINL"), a subsidiary of CRESTCo, which will hold them on trust and will be subject to the existing depositary arrangements between the Company and the depositary.
The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees who are outside of the Republic of Finland in certificated form if, in the Joint Lead Managers' opinion, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed within the Book-entry System maintained by Euroclear Finland and in respect of CREST.
It is expected that settlement will be on 14 March 2012 in accordance with the instructions given to the Joint Lead Managers.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate oftwo percentage points above LIBORas determined by the Joint Lead Managers.
Each Placee agrees that, if it does not comply with these obligations, any or all of the Placing Shares allocated to that Placee may be sold on such Placee's behalf and an amount equal to the aggregate amount owed by the Placee plus any interest due will be retained from the proceeds for the Company's account and benefit. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject to as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, neither the Joint Lead Managers nor the Company shall be responsible for the payment thereof.
Representations and warranties
By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Joint Lead Managers and the Company, in each case as a fundamental term of their application for Placing Shares as set out below. Each Placee (and any person acting on such Placee's behalf):
1.represents and warrants that it has read and understood this Announcement, including the Appendix, in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, warranties, acknowledgements, agreements and undertakings and other information contained herein;
2.acknowledges and agrees that no offering document, listing particulars or prospectus has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;
3.acknowledges that the Ordinary Shares are listed on the Official List of the FSA and the Helsinki Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, the FFSA and the Helsinki Stock Exchange and Finnish Securities Law (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and its most recent balance sheet and profit and loss account and similar statements for preceding financial years and that it has reviewed such Exchange Information and is able to obtain or access such Exchange Information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
4.acknowledges that none of the Joint Lead Managers or the Company nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide, it with any material or information regarding the Placing Shares, the Placing or the Company or any other person other than this Announcement; nor has it requested any of the Joint Lead Managers, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such material or information;
5.acknowledges that (i) it and, if different, the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be, a resident of Australia, Canada, South Africa or Japan, and (ii) the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada, South Africa or Japan or any other Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, reoffered, resold, pledged or otherwise delivered or transferred, directly or indirectly, in or into such Prohibited Jurisdiction;
6. confirms that (i) it is not within Australia, Canada, South Africa, Japan or any other Prohibited Jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares; (ii) either (a) it is not within the United States and is acquiring the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the Securities Act) or (b) it is a QIB; and (iii) it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Placing Shares into the United States or any other Prohibited Jurisdiction;
7. acknowledges that the Placing Shares have not been and will not be qualified by a prospectus under Canadian Securities Laws and are not being offered or sold to any person in any Canadian jurisdiction, except as may be permitted by applicable laws;
8.acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Lead Managers nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement, any information previously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information , such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given, investigations or representations, warranties or statements made by any of the Joint Lead Managers or the Company and none of the Joint Lead Managers or the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
9. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by any of the Joint Lead Managers, any of their Affiliates or any person acting on the Joint Lead Managers' or any of their Affiliates' behalf and understands that (i) none of the Joint Lead Managers, any of their Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Lead Managers, any of their Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of the Joint Lead Managers, any of their Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;
10.acknowledges that none of the Joint Lead Managers nor any person acting on behalf of them nor any of their Affiliates has or shall have any responsibility or liability for any Exchange Information, any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;
11.represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;
12. acknowledges that no action has been or will be taken by the Company, the Joint Lead Managers or any person acting on behalf of the Company or the Joint Lead Managers that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required
13.represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;
14. represents and warrants that it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or the Joint Lead Managers for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an "authorised person" for the purposes of FSMA and a "qualified investor" ("Qualified Investor") as defined in the Prospectus Directive acting as agent for such person, and (iv) such person is either (1) a "qualified investor" as referred to at section 86(7) of FSMA or (2) a "client" (as defined in section 86(2) of FSMA) of its that has engaged it to act as such client's agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on such client's behalf without reference to such client;
15. represents and warrants that it will subscribe for any Placing Shares for which it subscribes for its own account or for one or more accounts as to each of which it exercises sole investment discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;
16.if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC as amended (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to Qualified Investors, or in circumstances in which the prior consent of the Joint Lead Managers has been given to the proposed offer or resale;
17.represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");
18.acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are Qualified Investors and represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);
19.represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
20.represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;
21. represents and warrants that it is a person falling within Articles 19(1), Article 19(5) and/ or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise be lawfully communicated;
22.represents and warrants that (i) it and any person acting on its behalf has capacity and authority and is otherwise entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has not taken any action which will or may result in the Company, the Joint Lead Managers, any of their Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing and (iv) that the subscription for and purchase of the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;
23.undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Lead Managers may in their absolute discretion determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;
24.acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
25.acknowledges that none of the Joint Lead Managers, nor any of their respective Affiliates, nor any person acting on behalf of either of them, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of any of the Joint Lead Managers and that the Joint Lead Managers have no duties or responsibilities to any Placee for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
26.undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. None of the Joint Lead Managers or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement And (iii) each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be transferred to the stock account of BofA Merrill Lynch with CREST who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;
27.acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Lead Managers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;
28.acknowledges that the Joint Lead Managers will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises the Joint Lead Managers to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;
29.agrees to indemnify on an after-tax basis and hold the Company, the Joint Lead Managers and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;
30. acknowledges that it irrevocably appoints any director of BofA Merrill Lynch as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;
31. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing;
32. in making any decision to subscribe for the Placing Shares, confirms that (i) it has knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own examination and due diligence of the Company and its Affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved; (iv) it has had sufficient time to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the tax, legal, currency and other economic considerations relevant to such investment and (v) will not look to the Company, the Joint Lead Managers, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;
33. acknowledges and agrees that the Joint Lead Managers do not owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
34. understands and agrees that it may not rely on any investigation that the Joint Lead Managers or any person acting on their behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing and the Joint Lead Managers have not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by, or is the responsibility of, the Joint Lead Managers for the purposes of this Placing;
35. acknowledges and agrees that it will not hold the Joint Lead Managers or any of their Affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company's group or information made available (whether in written or oral form) relating to the Company's group (the "Information") and that none of the Joint Lead Managers or any person acting on their behalf, makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;
36. acknowledges that in connection with the Placing, the Joint Lead Managers and any of their Affiliates acting as an investor for their own accounts may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Joint Lead Manager and any Affiliate acting in such capacity. No Joint Lead Manager nor any Affiliate intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so;
37. acknowledges that (i) the Placing Shares are being offered and sold outside the United States pursuant to Regulation S in a transaction not involving a public offering of securities in the United States and the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority;
38. represents and warrants that unless it is a QIB in the United States to which the Placing Shares will be offered on a private placement basis, it (a) is, and at the time the Placing Shares are acquired it will be, outside the United States and (b) is acquiring the Placing Shares in an "offshore transaction" (as defined in Regulation S);
39. represents and warrants that it is not taking up and will not take up any Placing Shares as a result of any "directed selling efforts" as that term is defined in Regulation S under the Securities Act;
40 The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of each of the Company as well as the Joint Lead Managers (for their own benefit, and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable. The agreement to settle a Placee's allocation (and/or the allocation of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person whose business either is or includes issuing depositary receipts or the provision of clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Joint Lead Managers shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Joint Lead Managers accordingly;
Additional representations and warranties from purchasers in the United States
In addition to the foregoing, by participating in the Placing, each Placee (and any person acting on such Placee's behalf) who is in the United States:
41. represents and warrants that (a) it is a QIB within the meaning of Rule 144A under the Securities Act; (b) it has duly executed, or will duly execute, an investor letter in the form provided to it by BofA Merrill Lynch or Liberum, as the case may be, in which it will make certain undertakings, representations and warranties in addition to those contained herein; and (c) it is subscribing for the Placing Shares for its own account, or for an account managed on behalf of another QIB, and not with a view to any distribution within the meaning of the Securities Act or applicable state law except as set forth below;
42. represents and warrants that it understands and acknowledges that, the Placing Shares are being offered and sold to it in accordance with the exemption from registration under the Securities Act for transactions by an issuer not involving a public offering of securities in the United States and that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States.
43. represents and warrants that the Placing Shares will not be reoffered, resold, pledged or otherwise transferred by it except (a) outside the United States in an offshore transaction pursuant to Rule 903 or Rule 904 of Regulation S; (b) in the United States to a person whom the seller reasonably believes is a QIB and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A under the Securities Act; (c) pursuant to Rule 144 under the Securities Act ("Rule 144"), if available; (d) to the Company; (e) pursuant to an effective registration statement under the Securities Act; or (f) pursuant to another available exemption, if any, from registration under the Securities Act, in each case in compliance with all applicable laws;
44. it understands and agrees that (a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act;
45. represents and warrants that it will notify any transferee to whom it subsequently reoffers, resells, pledges or otherwise transfers the Placing Shares of the foregoing restrictions on transfer;
46. understands and acknowledges that the Company or registrar and transfer agent for the Placing Shares are not required to accept for registration of transfer any Placing Shares except upon presentation of evidence (including an opinion of legal counsel satisfactory to the Company) to the Company and the transfer agent that the foregoing restrictions on transfer have been complied with;
47. represents and warrants that for so long as the Placing Shares are "restricted securities" (within the meaning of Rule 144(a)(3) under the Securities Act), it will segregate such Placing Shares from any other shares that it holds that are not restricted securities, shall not deposit such shares in any depositary facility (including any American Depositary Receipt Facility) established or maintained by a depositary bank and will only transfer such Placing Shares in accordance with the foregoing restrictions;
48. acknowledges that until 40 days after the later of the commencement of the Placing and the closing date, an offer or sale of Placing Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A or pursuant to another exemption from registration under the Securities Act;
49. represents and warrants that if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, each such account is a QIB, it has sole investment discretion with respect to each such account and it has full power and authority to make, and does make, the acknowledgements, representations, warranties and agreements herein on behalf of each such account;
50. represents and warrants that it is acquiring the Placing Shares for its own account (or the account of a QIB as to which it has sole investment discretion) for investment purposes and (subject to the disposition of its property being at all times within its control) not with a view to any distribution of the Placing Shares;
51. represents and warrants that it is not purchasing the Placing Shares as a result of any "general solicitation or general advertising" (as those terms are used in Regulation D under the Securities Act); and
52. represents and warrants that no representation has been made as to the availability of the exemption provided by Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares.
Other terms and conditions
In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other similar impost, duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
Under Listing Rule 9.5.10 (3) the Placing Price cannot be set at a discount of more than ten per cent. to the middle market price of the Ordinary Shares at the time of agreeing the Placing unless such Placing Price is approved by the Shareholders. In such a situation, the Resolution will be amended and Shareholders will be asked to consider and, if thought fit, approve the Placing Price. Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Joint Lead Managers or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.
When a Placee or person acting on behalf of the Placee is dealing with the Joint Lead Managers, any money held in an account with any of the Joint Lead Managers on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Lead Managers' money in accordance with the client money rules and will be used by the relevant Joint Lead Managers in the course of their own business; and the Placee will rank only as a general creditor of the Joint Lead Managers.
All times and dates in this Announcement may be subject to amendment. The Joint Lead Managers shall notify the Placees and any person acting on behalf of the Placees of any changes.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.
The rights and remedies of the Joint Lead Managers and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the Joint Lead Managers:
if he is an individual, his nationality; or
if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.
DEFINITIONS
In this Announcement:
"Admission" means (i) the admission of the Placing Shares to listing on the Official List of the Financial Services Authority and to trading on the main market of the London Stock Exchange and (ii) the admission of the Placing Shares to listing on the Helsinki Stock Exchange;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D promulgated under the Securities Act or Rule 405 under the Securities Act, as applicable;
"Announcement" means this announcement (including the appendix to this announcement);
"Book-entry System" means the book-entry system maintained by Euroclear Finland in accordance with the Finnish Act on Book-entry Systems (17.5.1991/826);
"BofAML" means Merrill Lynch International;
"Company" or "Talvivaara" means Talvivaara Mining Company PLC;
"CREST" means the relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) (in respect of which EuroclearUK& Ireland Limited is the operator);
"CRESTCo" means CRESTCo Limited, the operator of CREST;
"DFSA" means the Dubai Financial Services Authority;
"EGM" means the general meeting of the Company to be held on around 12 March 2012;
"Euroclear Finland" means Euroclear Finland Limited;
"FFSA" means the Finnish Financial Supervision Authority (Finanssivalvonta);
"Finnish Securities Law" means the laws, regulations, decrees, guidelines and decisions taken by relevant authorities applicable to the Placing, including but not limited to the Finnish Securities Market Act (26.5.1989/495) and the administrative decrees and guidelines issued thereunder by the Ministry of Finance and the Finnish Financial Supervision Authority, respectively, and the rules of the Helsinki Stock Exchange;
"FSA" means the Financial Services Authority;
"FSMA" means Financial Services and Markets Act 2000, as amended;
"Group" means the Company and its subsidiaries;
"Helsinki Stock Exchange" means NASDAQ OMX Helsinki Ltd;
"Joint Lead Managers" means BofA Merrill Lynch, Liberum and Pohjola;
"Liberum" means Liberum Capital Limited;
"Listing Rules" means the listing rules made by the FSA under section 73A of the FSMA and each a "Listing Rule";
"London Stock Exchange" means the London Stock Exchange plc;
"Official List" means the official list of the FSA;
"Ordinary Share" means an ordinary share of the Company;
"Placee" means any person (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given;
"Placing" means the placing of the Placing Shares by the Joint Lead Managers, on behalf of the Company, with both new and existing institutional investors;
"Placing Agreement" means the placing agreement dated 16 February 2012 among the Company and the Joint Lead Managers in respect of the Placing;
"Placing Price" means the price per Ordinary Share at which the Placing Shares are placed;
"Placing Shares" means up to 24,589,050 Ordinary Shares to be issued pursuant to the Placing;
"Pohjola" means Pohjola Corporate Finance Ltd;
"Prospectus Directive" means the Directive of the European Parliament and of the Council of the European Union 2003/71/EC;
"Resolution" means the resolution(s) to be approved in the EGM, in a form and substance acceptable to the Joint Lead Managers;
"Securities Act" means the US Securities Act of 1933, as amended;
"Shareholder" means a holder of Ordinary Shares;
"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US" means theUnited States of America, its territories and possessions, any state of theUnited Statesand theDistrict of Columbia

Talvivaara Mining Company Plc Management and Board Changes 2012

Thu, 16 Feb 2012 09:00:00 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

16 February 2012

Talvivaara Management and Board Changes

Highlights

Harri Natunen appointed as CEO of Talvivaara; he will join the Company on 19 March 2012 and start as CEO following the Annual General Meeting to be held on 26 April 2012 ("AGM")
Saila Miettinen-Lähde appointed as Deputy CEO, to be held concurrently with her position as CFO
Pekka Perä to become Executive Chairman subject to reappointment to the Board by the AGM

Changes in management

Talvivaara Mining Company Plc ("Talvivaara" or "the Company") announces today that Harri Natunen will join the Company on 19 March 2012 and succeed Pekka Perä as Chief Executive Officer ("CEO") with effect from 26 April 2012, following Pekka Perä's decision to retire from active operational duties. Saila Miettinen-Lähde has been appointed Deputy CEO, with effect from 1 April 2012. She will hold the position concurrently with her role as Chief Financial Officer of the Company.

Pekka Perä will become Executive Chairman subject to reappointment to the Board by the AGM. Edward Haslam will retire from the role of Chairman, but will continue as a Non-Executive Director.

Harri Natunen, 56, has over thirty years of operational and managerial experience in the international mining industry, including a long-term successful track record in the Finnish mining sector. Mr. Natunen joined Outokumpu Mining Services in 1981 and spent some time at its Finnish projects, including two years at the Talvivaara project between 1982 and 1983. He went on to work with the Group's international projects in Norway and South America, where his experience included building management systems and supervising the ramp-up of processes in early stage operations, such as the Zaldivar copper bioheapleaching project in Chile, a joint venture between Outokumpu and Placer Dome. As a result, Mr. Natunen has substantial experience of technology driven mining projects, including in- depth knowledge of bioheapleaching processes.

Mr. Natunen has also managed large operations in full production such as Outokumpu's zinc division and ferrochrome operation including the Kemi mine. He led the successful modernization of the Outokumpu Kokkola zinc plant, focusing on streamlining the organization and improving cost control, and almost doubling production at the operation. The Kokkola plant is the second biggest zinc plant in Europe and the fifth biggest in the world. At the moment he holds the position of Director, Zinc Production and Business Development at Boliden AB in Sweden, with responsibility over the Kokkola, Finland, and Odda, Norway, zinc operations.

Edward Haslam, Chairman, comments:

"Talvivaara has been very close to my heart since I took on the role as Chairman in the summer of 2006. What was then a mere pilot heap using a technology which had never yet been applied for nickel has now been transformed beyond recognition into one of Europe's largest mines. The last six years as Chairman have been challenging and tremendously enjoyable, as I took part in this development process alongside a team which has impressed me with its hard work and commitment, and I am happy to continue to be involved closely with the Company as a Non-Executive Director.

With operational processes running more smoothly and a very strong team in place I feel that Talvivaara is approaching a turning point in its ramp-up and I cannot think of a better suited candidate to take the Company forward than Harri. His experience spans two continents and technology driven mining projects at every stage of development, from pilot heap stage to large successful operations. He has left his mark wherever he has worked, including at one of the world's most successful heap leach operations at Zaldivar, Chile. I look very much forward to working with Harri as he grows Talvivaara into full production."

Pekka Perä, CEO comments:

"I am delighted to announce that Harri Natunen will succeed me as CEO of Talvivaara. Harri's successful track record in the mining industry brings together both management and on-the-ground operational experience at a wide range of mining projects in Finland and beyond. His skill set could not have been a better match for Talvivaara, a site he knows very well after spending two years at the Outokumpu Talvivaara nickel pilot project between 1982 and 1983. I am confident that Talvivaara's operations are in extremely competent pair of hands who, together with the strong team on the ground, will bring the mine into full production successfully.

I would also like to congratulate Saila Miettinen-Lähde on her appointment as Deputy CEO. Saila will use her considerable experience, talent and energy to support Harri in his new role and to ensure continuity, with a particular focus on her on-going responsibilities for the Group's financial management and Investor Relations.

After eight challenging but very enjoyable years as CEO, I am delighted to be able to offer my support and experience to the continuing growth of the Company from my forthcoming position as Executive Chairman of the Board. I would like to thank Edward Haslam for his tremendous contribution to the Company throughout his 6 years as Chairman of the Company. Edward devoted his extensive experience in the mining industry and his hard work fully to Talvivaara as we grew the Company throughout a crucial period. We are very pleased to be able to retain his expertise as a Non-Executive Director."

ENQUIRIES

Talvivaara Mining Company Plc
Edward Haslam, Chairman Tel: +44 207 726 8400 (via Merlin switchboard)
Pekka Perä, Chief Executive Officer Tel: +358 20 712 9800

Merlin PR Tel: +44 207 726 8400
David Simonson
Anca Spiridon

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Share Subscription Schedule 2012 under Talvivaara Stock Options

Thu, 09 Feb 2012 16:19:12 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

9 February 2012

Share Subscription Schedule 2012 under Talvivaara Stock Options

The shares subscribed for under Stock Options 2007 during 2012 are expected to be registered in the Trade Register and listed on NASDAQ OMX Helsinki on the following target dates:

Share subscription deadline		Entry into the Trade Register on or about		New shares tradable on or about
10 February 2012	29 February 2012		1 March 2012
31 March 2012	20 April 2012		23 April 2012
23 April 2012	11 May 2012		14 May 2012
4 June 2012	21 June 2012		25 June 2012
10 August 2012	29 August 2012		30 August 2012
2 November 2012	21 November 2012		22 November 2012

Shares will establish shareholders rights as of the date of share registration.

The Stock Options 2007 entitle their holders to subscribe a maximum of 6,999,300 new shares in the Company. The Stock Options 2007 have been divided into series 2007A, 2007B and 2007C. The share subscription periods for Stock Options 2007 are the following:

2007A: 1 April 2010 - 31 March 2012
2007B: 1 April 2011 - 31 March 2013
2007C: 1 April 2012 - 31 March 2014

The share subscription prices per share with the option rights 2007A, 2007B and 2007C currently amount to GBP 2.25, GBP 2.625 and GBP 2.75, respectively.

Subscriptions will be accepted at Evli Bank Plc. The payments for the share subscriptions with Stock Options 2007 will be accepted both in pound sterling and in euro. The share subscription price in euro will be determined by the euro reference exchange rate for the pound sterling computed and published by the European Central Bank on the day preceding the date of share subscription.

By 31 December 2011 a total of 449,286 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 1,883,814 stock option rights 2007A remain unexercised and a total of 48,763 new shares were subscribed for under the stock option rights 2007B and a total of 2,284,337 stock option rights 2007B remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

www.talvivaara.com/investors/financial_information/share-options-plan

www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/talvivaara

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer

Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaaran Kaivososakeyhtiö Oyj : Notice of Financial Results 2011 on 16 February 2012

Thu, 02 Feb 2012 09:00:00 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

2 February 2012

Talvivaara Notice of Financial Results 2011 on 16 February 2012

Talvivaara Mining Company Plc will announce its preliminary results for the 12 months ended 31 December 2011 on Thursday 16 February 2012 at 7:00 am UK / 9:00 am Finland.

http://qsb.webcast.fi/t/talvivaara/talvivaara_2012_0216_q4/

A conference call facility is available for participants joining via telephone and there will be a Q&A following the presentation.

Listen via teleconference:
Europe & U.K Participants: +44 (0)20 7162 0077
US Participants: +1 334 323 6201
Finnish Participants: +358 (0)9 2313 9201

Conference id: 909943

ENQUIRIES
Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Saila Miettinen-Lähde,CFO
Timo Laatio, Investor Relations

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaara share subscriptions based on stock options 2007A

Thu, 19 Jan 2012 11:30:11 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

19 January 2012

Talvivaara share subscriptions based on stock options 2007A

Talvivaara Mining Company Plc's 100,000 new shares were subscribed for on 15 July 2011 and 8,700 company's new shares were subscribed for on 1 November 2011 under the company's stock option rights 2007A.The entire subscription price of EUR 277,826.07will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc. shares will increase to 245,890,503.

The shares subscribed for under the stock options were registered in the Trade Register on 19 January 2012, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 20 January 2012.Talvivaara will also apply for admission of the shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange and it is expected that the admission will take place and that trading will commence on or about 24 January 2012.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012. By 30 December 2011 a total of 449,286 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 1,883,814 stock option rights 2007A remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

www.talvivaara.com/investors/financial_information/share-options-plan
or
www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/Talvivaara

ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc Uranium Permitting Update 18 January 2012

Wed, 18 Jan 2012 15:49:02 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

18 January 2012

Uranium Permitting Update

European Commission confirms positive opinion on Talvivaara's uranium recovery process under the Euratom Treaty

Talvivaara Mining Company Plc ("Talvivaara") announces that it has received a positive opinion on its uranium recovery process from the European Commission under the Euratom Treaty ("Treaty"). One of the main objectives of the Treaty is to improve the supply security of nuclear fuel in the European Union. In its opinion, the European Commission considers that uranium recovery at the Talvivaara mine complies with the goals set by the Treaty and may improve the supply security of nuclear fuel in the European Union.

This opinion is the second step in the uranium permitting process and follows European Commission approval in November 2011 for Talvivaara's uranium off-take agreement with Cameco Corporation. Both steps are a requirement under the Finnish government licensing procedure.

The start of uranium production is further subject to Environmental Permit and license from the Finnish Government to extract uranium as a by-product. The Environmental Permit application for uranium extraction was submitted to the Regional Environmental Permitting Agency in March 2011 and the decision on the permit is expected during Q2 2012. In April 2010, Talvivaara applied to the Ministry of Employment and Economy for a license to extract uranium as a by-product, in accordance with the Nuclear Energy Act. Approval by the Finnish Government is expected during Q1 2012.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Kari Vyhtinen, Chief Investment Officer

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 and is included in the FTSE- 250 index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Annual Summary of Stock Exchange Releases 2011

Tue, 10 Jan 2012 11:45:56 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

10 January 2012

Talvivaara Mining Company Annual Summary of Stock Exchange Releases 2011

Talvivaara Mining Company annual summary of stock exchange releases published during the year 2011 has been published on the company's website. The summary is available at www.talvivaara.com/annual-summary.

Some of the information included in the releases may be out of date.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800

Saila Miettinen-Lähde, Chief Financial Officer

Timo Laatio, Investor Relations Manager

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 and is included in both the FTSE- 250 and OMXH-25 indices. Further information can be found at www.talvivaara.com.

Talvivaaran Mining Company Plc - Production Update January 2012

Tue, 03 Jan 2012 15:29:38 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

3 January 2012

Production update

Full year 2011 production target of 16,000t of nickel achieved

Talvivaara Mining Company Plc ("Talvivaara") announces that it has reached its production target for 2011; full year production totalled 16,087t of nickel and 31,815t of zinc.

Fourth quarter production of 4,769t nickel and 10,524t zinc was a new quarterly record. The availability of the metals recovery plant improved significantly during the quarter and, after both production lines were brought back online in mid-October, was effectively at the level required to meet the 2012 production targets. Nickel grade in the solution pumped to the metals recovery plant remained steady at around 2 g/l.

Talvivaara will announce its financial result for the fourth quarter and full year 2011 on 16 February 2012.

Pekka Perä, CEO of Talvivaara, commented: "We are pleased to begin the New Year by announcing that we have met our full-year production target for 2011. In the months to come, we will remain focused on production ramp-up and on further improving the consistency of all our operational processes."

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 712 9800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer

Merlin PR Tel: +44 207 726 8400
David Simonson
Anca Spiridon

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 and is included in the FTSE 250 and OMXH25 Indexes. Further information can be found at www.talvivaara.com.

Talvivaara receives European Commission approval for Uranium off-take agreement with Cameco Corporation

Wed, 30 Nov 2011 09:45:52 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

30 November 2011

Uranium Permitting Update

Talvivaara receives European Commission approval for Uranium off-take agreement with Cameco Corporation

Talvivaara Mining Company Plc ("Talvivaara") announces that its contract with Cameco Corporation ("Cameco") for the sale of uranium was approved by the Euratom Supply Agency ("ESA"), following European Commission ("EC") authorisation. The approval is the first step in the uranium permitting process and a requirement as part of the Finish government licensing procedure. The authorisation enables Talvivaara to sell its uranium production to Cameco under the terms of its off-take agreement. It also includes provisions which guarantee the security of uranium supply in the European Union.

The start of production is subject to further EC authorization regarding the Euratom Treaty, Environmental Permit approval and license from the Finnish Government to extract uranium as a by-product. The Environmental Permit application for uranium extraction was submitted to the Regional Environmental Permitting Agency in March 2011 and the decision on the permit is expected during Q2 2012. In April 2010, Talvivaara applied to the Ministry of Employment and Economy for a license to extract uranium as a by-product, in accordance with the Nuclear Energy Act. The application is currently being processed and approval by the Finnish Government is expected in early 2012. EC's approval pursuant tothe Euratom Treaty is also expected in early 2012.

Pekka Perä, CEO, commented: "We are delighted by the news that our contract with Cameco for the off-take of uranium was approved by the ESA. We have successfully reached the first milestone in the permitting process and we remain confident that, with final approvals over the coming period, we will soon be able to deliver further value from our ore at Talvivaara through uranium by-product extraction."

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800

Kari Vyhtinen, Chief Investment Officer

Talvivaara Mining Company Plc.

Talvivaara Mining Company Plc. 2011 Capital Markets Day Financial and operational update

Thu, 17 Nov 2011 14:01:18 +0200

STOCK EXCHANGE RELEASE
Talvivaara Mining Company Plc
17 November 2011

2011 Capital Markets Day
Financial and operational update

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") is holding its 2011 Capital Markets Day for analysts and investors at Intercontinental Hotel Park Lane, London, today. The Capital Markets Day presentations will include an update on strategy, operations and environmental sustainability, as well as guidance on 2012 full year production and planned capital and operating expenditure.

Highlights

Production remains on track to meet previously given 2011 guidance of 16,000t of nickel
2012 full year production guidance: 25,000-30,000t of nickel and 50,000-60,000t of zinc
2012 full year capital expenditure estimated at EUR 40-50 million (excluding uranium)
2012 full year operating expenditure estimated at approximately EUR 250 million

Q4 2011 operational update

Operations at the Sotkamo mine have progressed according to plan during the fourth quarter. Full year 2011 ore production is estimated at approximately 11Mt and waste mining at 18Mt. Materials handling operations are also progressing well, with the entire process now operating at a satisfactory level. In bioheapleaching, the newly constructed primary heap section 1 and secondary heap have been taken into production, enabling a further improvement and better control of metal grades in solution.

In metals recovery, both of Talvivaara's production lines have been on stream since mid-October, and the entire metals recovery process has operated in a stable and predictable manner. The average PLS feed to metals recovery has been approximately 1,100 m³/h during the fourth quarter, and is currently stable at approximately 1,500 m³/h. As a result, daily nickel precipitation since mid-October has been 60-70t. Based on current daily production volumes and foreseen overall availability of the metals recovery plant, Talvivaara expects to achieve the previously stated full year 2011 production guidance of 16,000t of nickel.

Production guidance

Talvivaara anticipates full year 2012 production to amount to 25,000-30,000t of nickel, 50,000-60,000t of zinc and 500-600t of cobalt. Copper is expected to be produced from the first half of 2012 onwards, and subject to receiving all the necessary permits, minor amounts of uranium intermediate (yellow cake) may also be recovered during the fourth quarter of 2012. The production guidance is based on a PLS flow to metals recovery of approximately 1,200-1,500 m³/h during the year, and an average nickel grade in solution of approximately 2.5 g/l, implying average daily nickel precipitation of 70-90t during the year. The mining department is expected to produce approximately 18Mt of ore and 12Mt of waste.

Talvivaara also reiterates 50,000tpa of nickel as the full capacity target. While all individual processes have been proven to be capable of operating at the full capacity level, further improvements are required such that all processes operate at the required level on a continuous basis.

Capital and operating expenditure guidance

Talvivaara anticipates full year 2012 operating expenditure to be approximately EUR 250 million, including financial leasing costs of EUR 15-20 million. Depreciation and amortization for the year is anticipated at EUR 40-45 million. The cash cost of production, net of by-product credits, on nickel in concentrate is estimated at EUR 6,000-6,500/t for 2012 and EUR 4,500-5,000/t for 2013. The cash cost on refined nickel metal, incorporating the treatment charge for nickel, is estimated at EUR 8,000-8,500/t for 2012 and EUR 6,500-7,000/t for 2013, net of by-product credits.

Full year 2012 capital expenditure is expected at EUR 40-50 million, excluding the construction costs of the uranium extraction circuit, which are estimated at approximately EUR 40 million for 2012. Under the uranium off-take agreement with Cameco Corporation, up to USD 60 million of the construction costs are reimbursed to Talvivaara by Cameco. Additionally, Talvivaara remains committed to carrying out required environmental investments.

Environmental update

Talvivaara is also providing an update in connection with recent media coverage on water discharges from its Sotkamo operations. When the Company discovered the higher than anticipated level of water discharges in the autumn of 2010, it commenced action in co-operation with the Kainuu Centre for Economic Development, Transport and the Environment ("ELY Centre") to systematically take corrective measures. These have included improved precipitation of manganese from process waters and removal of sulphates through increased recycling of process waters. As a result of the measures taken, sulphate discharges have reduced by approximately 50% and manganese discharges by 80% since 2010. Additional measures are planned, including further increasing the recycling of process waters, catalytic scrubbing of hydrogen sulphide gases, and application of new water purification techniques, that are currently being evaluated. A total reduction in sulphate emissions of 85% is targeted by 2015. Sustainability is a key component of Talvivaara's strategy, and the Company will continue to minimise environmental emissions through process improvements and environmental investments.

The police have been notified of Talvivaara's sulphate and manganese discharges on the grounds of the environmental protection legislation. While the police investigation is still ongoing,the Company continues to hold theview thatno crime hasoccurred.

The live webcast and presentations of the Capital Markets Day starting at 12:30 UK / 14:30 Finland are available on: http://www1.axisto.co.uk/webcasting/investis/talvivaara/capital-markets-day-2011/

Enquiries:

Talvivaara Mining Company Plc. Tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, CFO

Merlin PR Tel. +44 20 726 8400
David Simonson
Anca Spiridon

Talvivaara Mining Company Plc
Talvivaara Mining Company is an internationally significant base metals producer with its primary focus on nickel and zinc using a technology known as bioheapleaching to extract metals out of ore. Bioheapleaching makes extraction of metals from low grade ore economically viable. The Talvivaara deposits comprise one of the largest known sulphide nickel resources in Europe. The ore body is sufficient to support anticipated production for at least 46 years. Talvivaara has secured a 10-year off-take agreement for 100 per cent of its main output of nickel and cobalt to Norilsk Nickel and entered into a long-term zinc streaming agreement with Nyrstar NV. Talvivaara is listed on the London Stock Exchange Main Market and NASDAQ OMX Helsinki and is included in the FTSE 250 Index and the OMXH 25 Index. Further information can be found at www.talvivaara.com.

Talvivaara environmental update
Company reports systematic corrective action

Thu, 17 Nov 2011 14:00:36 +0200

The Talvivaara mine in Sotkamo has during this autumn been the focus of active environmental discussion in Finland. The recent publicity has however contained no new information, as Talvivaara’s emissions were first reported in the media in the spring of 2011. Since the autumn of 2010, when the larger than anticipated sulphate and manganese discharges were first discovered, Talvivaara has systematically taken corrective measures in cooperation with the supervisory authorities.

Actions to minimise environmental effects

Water

The nickel, copper and zinc concentrations in Talvivaara’s purified process waters are well within the permitted limits. The sodium, sulphate and manganese concentrations have been higher than the levels anticipated prior to the commencement of the mining operations.

In the autumn of 2010, Talvivaara discovered that manganese and sulphate concentrations in the nearby lakes had increased. As soon as the emissions were discovered, the Company took action to implement process changes without delay.

Manganese and sulphate emissions to local water bodies have already decreased significantly, but work to minimise discharges continues. Manganese is being removed by increasing the pH in the process waters, which precipitates the metal. After final neutralisation, the purified process water is conveyed to a post-treatment pond, from where the overflow can be discharged in accordance with the environmental permit. In this way, the manganese discharges have been reduced by 80% during the current year and are now at an environmentally sustainable level.

The higher than anticipated sulphate discharges have been mainly caused by the use of larger than expected amounts of caustic soda for the removal of hydrogen sulphide odour. Sulphate emissions have been reduced by increasing the circulation of water in the process and already, the discharges have declined by 50%.

In the future, Talvivaara will increase circulation of process waters further and by this aims to reduce emissions as well as the use of clean water. In addition, the Company will commence catalytic scrubbing of hydrogen sulphide gases during 2012, which will reduce the consumption of caustic soda and thereby also the emissions of sulphates. The Company will furthermore conduct pilot studies on new water purification technologies in 2012. It is expected that the new techniques can be employed in production in the next few years.

The condition of the nearby lakes is no longer deteriorating. Rather, concentrations in the surface waters are already declining. Talvivaara has ordered a study from an independent party to simulate the potential effect on the downstream waters of the sulphate containing waters in the deeper layers of the nearby lakes. The study will be completed early 2012.

Air

Odour discharges, which the operations have experienced, caused by hydrogen sulphide have now been largely addressed. Short-term odour discharges now only occur when the metals recovery process runs in an unstable manner, particularly when the plant is being ramped up or shut down.

Dust emissions outside the mining concession area are also now well undercontrol.

Extensive environmental programme continues

Talvivaara’s environmental programme aims at controlling the water balance and emissions of the operations, restricting hydrogen sulphide and dust emissions, and at developing stakeholder engagement.

The mining sector is strictly supervised by the Finnish authorities and commencement of any mining operations is preceded by extensive Environmental Impact Assessment and permitting processes that typically take several years. Operating mines are regularly monitored by the environmental authorities.

In 2010, Talvivaara’s environmental investments amounted to EUR 28.5 million and environment related operating expenditure to EUR 25.9 million.

Talvivaara has an extensive environmental monitoring programme, from which the Company incurs some EUR 300,000 in annual expenses. The monitoring programme is carried out by an external and independent consultant organisation and the monitoring results are simultaneously provided to the supervising authorities and the Company. In addition to the official sanctioned monitoring programme, Talvivaara carries out its own, supplementary monitoring programme and pursues continuous development work aimed at reducing emissions.

The water and air quality around the mine are under special surveillance. Last year alone, 4,200 samples from the nearby waters and 260 samples from air were taken and analysed.

Earlier in the autumn of 2011, the Kainuu Centre for Economic Development, Transport and the Environment (“ELY Centre”) has, on the basis of an application filed by two individuals, investigated whether there have been any breaches of applicable environmental provisions in Talvivaara’s mining operations, which would give rise to administrative coercive measures, such as an order to take action under a penalty payment or a temporary close-down of the operations. The Kainuu ELY Centre gave an unequivocal ruling on 4 October 2011, according to which there are no grounds for any such coercive measures.

A notice was recently given to the police relating to Talvivaara’s sulphate and manganese emissions under the Environmental Protection Act. The police investigation is still ongoing, but in the opinion of the Company, no crime has been committed.

Environmentally sustainable approach

Talvivaara Mining Company Plc (”Talvivaara” or the “Company”) aims to operate at all times in an environmentally responsible and efficient manner and in close dialogue with the relevant authorities. The Company’s intention is to set the standard in environmentally sustainable mining and to exceed the requirements set by law. The Company is also in regular, ongoing cooperation with the authorities to reduce the environmental effects of its mining operations.

Commenting, Talvivaara’s CEO Pekka Perä stated: “We fully understand people’s concerns. Untouched nature is a sacred matter for all, particularly to us Finns.”

Enquiries

Talvivaara Mining Company Plc. +358 (0)20 712 9800

Pekka Perä, Chief Executive Officer

Eeva Ruokonen, Chief Sustainability Officer

Notes

The Talvivaara mine contributes significantly to the GDP and employment in Finland, particularly in the Eastern part of the country and the Kainuu region. The employment effect of the mine in the region is around 1,800 people. In seven other regions of Finland combined, the employment, subcontracting and GDP effects are comparable to those in the mine’s home region of Kainuu.

Talvivaara Mining Company Plc. Announces Dates of Financial Reporting for 2012

Thu, 17 Nov 2011 14:00:00 +0200

Stock Exchange Release

Talvivaara Mining Company Plc.

17 November 2011

Talvivaara Mining Company Plc. Announces Dates of Financial Reportingfor 2012

Talvivaara Mining Company Plc. ("Talvivaara") will release financial information during the year 2012 as follows:

Q4 and Full Year 2011 Results, Thursday 16 February 2012 at 09:00 Finnish time / 07:00 UK time
Q1 2012 Interim Results, Wednesday 25 April 2012 at 09:00 Finnish time / 07:00 UK time
Q2 2012 Interim Results, Thursday 16 August 2012 at 09:00 Finnish time / 07:00 UK time
Q3 2012 Interim Results, Thursday 8 November 2012 at 09:00 Finnish time / 07:00 UK time

The Annual General Meeting of Talvivaara Mining Company Plc. is provisionally scheduled for Thursday 26 April 2012.
The Annual Report for 2011 will be published during the week starting 26 March 2012.

Enquiries:
Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Perä, CEO
Saila Miettinen-Lähde, CFO

Merlin Financial Communications Tel: +44 207 726 8400
David Simonson
Anca Spiridon

Correction to Finnish Stock Exchange Release: No authority investigation ongoing for a temporary close-down of Talvivaara mining operations

Tue, 15 Nov 2011 18:11:08 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

15 November 2011

Correction to Finnish Stock Exchange Release: No authority investigation ongoing for a temporary close-down of Talvivaara mining operations

Talvivaara Mining Company Plc. has corrected the date of the Kainuu ELY Centre ruling from 10 April to 4 October in the Finnish Stock Exchange Release: "No authority investigation ongoing for a temporary close-down of Talvivaara mining operations" released on 15 November 2011 at 3.12 p.m. UK time, 17:12 Finnish time. This correction does not concern the English Stock Exchange Release.

ENQUIRIES

Talvivaara Mining Company Plc.Tel: +358 20 7129 800

Pekka Perä, Chief Executive Officer

Pekka Erkinheimo, Chief Commercial Officer

Talvivaara Mining Company Plc

Talvivaara: No authority investigation ongoing for a temporary close-down of Talvivaara mining operations

Tue, 15 Nov 2011 17:12:09 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

15 November 2011

No authority investigation ongoing for a temporary close-down of Talvivaara mining operations

Talvivaara Mining Company Plc ("Talvivaara") announces that, contrary to the recent allegations presented in the media (Helsingin Sanomat 10 November , Yle News 15 November and Reuters 15 November), the Centre for Economic Development, Transport and the Environment (ELY Centre) of Kainuu is not contemplating on restricting or temporarily closing down Talvivaara's mining operations.

Earlier in the autumn of 2011, the Kainuu ELY Centre has, on the basis of an application filed by two individuals, investigated whether there have been any breaches of applicable environmental provisions in Talvivaara's mining operations, which would give rise to administrative coercive measures, such as an order to take action under a penalty payment or a temporary close-down of the operations. However, the Kainuu ELY Centre gave an unequivocal ruling on 4 October 2011, according to which there are no grounds for any such coercive measures.

Talvivaara's CEO Pekka Perä comments: "The stated allegation on ongoing investigations is puzzling, as we have on numerous occasions been confirmed by the Kainuu ELY Centre, as the competent authority, that they are presently not conducting such investigations. The news repeatedly broadcast in the media is completely incorrect."

"Talvivaara is a responsible mining operator and we will always do everything within our power to minimise the environmental impacts of our operations."

Talvivaara will give a more detailed description of the planned and taken actions to minimise the environmental impacts of its operations on Thursday 17 November.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Perä, Chief Executive Officer
Pekka Erkinheimo, Chief Commercial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc. Director Dealings

Fri, 11 Nov 2011 14:24:52 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

11 November 2011

Talvivaara Mining Company Plc. Director Dealings

Talvivaara Mining Company Plc. ("the Company"), was notified on 11 November 2011 that Eileen Carr, a member of the Board of Directors, has on 10 November 2011 purchased 24,000 Talvivaara ordinary shares at an average price of 208.44 GBp.

Following these transactions, Eileen Carr holds a total beneficial interest in the Company of 52,000 ordinary shares, representing 0.02% of the voting rights attached to the issued ordinary share capital of the Company.

ENQUIRIES
Talvivaara Mining Company Plc. Tel: +358 20 7129 800

Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde Chief Financial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Interim Report for January-September 2011

Wed, 09 Nov 2011 09:08:53 +0200

STOCK EXCHANGE RELEASE
9 November 2011

Talvivaara Mining Company Interim Report for January-September 2011
Solid financial performance whilst working to overcome operational challenges

Highlights

Q3 2011

Nickel production of 3,153t, adversely impacted by problems in hydrogen sulphide generators
Net sales of EUR 60.6m
Operating profit of EUR 5.5m

Q1-Q3 2011

Nickel production of 11,319t, up 73% versus Q1-Q3 2010
Net sales of EUR 164.7m (Q1-Q3 2010: EUR 91.9m)
Operating profit of EUR 16.0m (Q1-Q3 2010: EUR 11.1m)

Highlights after the reporting period

Full year 2011 production target revised to a minimum of 16,000t of nickel, as announced in the Operational Update released on 7 October
Both production lines at the metals recovery plant in uninterrupted operation since mid-October and production on track to achieve the targeted nickel output
In response to the volatile and uncertain market environment and decline in nickel prices, short term focus shifted from maximising production volume to optimising profitability
Pekka Perä, Talvivaara's CEO, to retire from active executive duties over the coming months, but will retain his shareholding and an active role on the Board; the Board has commenced the search for a new CEO
Amendment agreement to EUR 100m revolving credit facility signed in October; facility increased to EUR 130m and maturity extended by one year to June 2014

Key figures

EUR million	Q3 2011	Q3 2010	Q1-Q3 2011	Q1-Q3 2010	FY 2010
Net sales	60.6	45.1	164.7	91.9	152.2
Operating profit (loss)	5.5	10.9	16.0	11.1	25.5
% of net sales	9.1%	24.2%	9.7%	12.1%	16.7%
Profit (loss) for the period	(3.4)	5.1	(8.9)	(6.9)	(7.7)
Earnings per share, EUR	(0.02)	0.01	(0.05)	(0.03)	(0.04)
Equity-to-assets ratio	28.7%	40.1%	28.7%	40.1%	31.7%
Net interest bearing debt	410.2	263.4	410.2	263.4	315.0
Debt-to-equity ratio	128.1%	66.8%	128.1%	66.8%	81.7%
Capital expenditure	22.0	36.9	57.6	92.2	115.7
Cash and cash equivalents at the end of the period	38.6	6.0	38.6	6.0	165.6
Number of employees at the end of the period	446	370	446	370	389

All reported figures in this release are unaudited.

CEO Pekka Perä comments: "As we announced in our latest operational update, we continued to face reliability and availability issues at our metals recovery plant during the third quarter. Production was hurt particularly by problems in hydrogen sulphide generators, which suffered from the lack of critical spare parts and could only be operated at an overall capacity utilisation level of around 35% during the quarter. While both of our hydrogen sulphide generators have been back in operation since mid-October, we expect to keep running them below full capacity to avoid any further disruptions until a sufficient spare parts inventory has been received, expected by the year-end. Whilst we are naturally disappointed by the ongoing production constraints, we are however pleased to note that we have already demonstrated that all of our processes can be run at design capacities.

Despite the production issues, we achieved a solid financial result for the quarter. The significant improvement in net sales compared to the previous quarter reflected deliveries of nickel left in inventory at the end of Q2, and we recorded an operating profit of EUR 5.5 million. We have also strengthened our liquidity position by signing the amended EUR 130 million revolver, as well as establishing an up to EUR 100 million commercial paper programme.

During the third quarter, conditions in the financial and commodity markets became increasingly volatile and challenging with the nickel price closing the quarter at around USD 17,500 per tonne, which is its 2011 low point. While a degree of confidence on the commodity markets has been restored in recent weeks, we have responded to the challenges created by the market environment as well as our own production constraints by developing a revised short term operating plan. We are currently focusing on maximising the profitability of our operations rather than the production volume. Our financial position remains solid, however we have already taken action to defer some capital expenditure into 2012 and to optimise our operations to realise operating cost savings.

Going forward, we remain as committed as ever to a successful ramp-up of our operations. While all the processes are in place for full-scale production, further progress is needed with optimising our operations and implementing a robust management systems infrastructure. Already, we are seeing a clear improvement in the personnel morale and attitude, and I can only express my sincerest gratitude for the efforts of our employees in addressing the most acute production issues during the last few months.

As part of Talvivaara's transformation from a project to an operating entity, I have decided to retire from active executive duties and increasingly focus on shaping our strategy as a member of the Board of Directors. I am also committed to retaining my shareholding in the company. We have an experienced and established management team in place to lead Talvivaara forward, and have commenced the search for a new CEO."

Enquiries:

Talvivaara Mining Company Plc. Tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, CFO

Merlin PR Tel. +44 20 726 8400
David Simonson
Anca Spiridon

Webcast and conference call on 9 November 2011 at 12:00 GMT/14:00 EET

A combined webcast and conference call on the January-September 2011 Interim Result will be held on 9 November 2011 at 12:00 GMT/14:00 EET. The call will be held in English.

The webcast can be accessed through the following link:

http://qsb.webcast.fi/t/talvivaara/talvivaara_2011_1109_Q3/

A conference call facility will be available for a Q&A with senior management following the presentation.

Participant - Finland: +358 (0)9 2313 9201
Participant - UK: +44 (0)20 7162 0077
Participant - US: +1 334 323 6201

Conference id: 891450

The webcast will also be available for viewing on the Talvivaara website shortly after the event.

Financial review

Q3 2011 (July-September)

Net sales and financial result

Talvivaara's net sales for nickel and cobalt deliveries to Norilsk Nickel and for zinc deliveries to Nyrstar during the three months ended 30 September 2011 amounted to EUR 60.6 million (Q3 2010: EUR 45.1 million). Net sales increased by 61.0% compared to the previous quarter, mainly as a result of substantial nickel and cobalt deliveries having been delayed from Q2 2011 into Q3 2011 due to a maintenance stoppage at Norilsk Nickel Harjavalta. Product deliveries during the period amounted to 4,586 tonnes of nickel, 126 tonnes of cobalt and 8,848 tonnes of zinc.

Change in inventories of finished products and work in progress amounted to EUR 2.6 million (Q3 2010: EUR 20.9 million), with the small increment for the quarter reflecting the recovery of the unusually large finished product inventories of nickel and cobalt at the end of the previous quarter. Materials and services during the third quarter amounted to EUR (29.1) million (Q3 2010: EUR (26.9) million), and other operating expenses to EUR (12.3) million (Q3 2010: EUR (11.0) million). Costs were at a slightly lower level compared to the previous quarter, reflecting the lower production volume. On the other hand, the cost level was increased by maintenance costs relating to the issues with the hydrogen sulphide generators as well as improvements to the primary heap reclaiming system.

Operating profit for Q3 2011 was EUR 5.5 million (Q3 2010: EUR 10.9 million), and loss for the period amounted to EUR (3.4) million (Q3 2010: profit of EUR 5.1 million).

Statement of financial position and financing

Capital expenditure for the quarter totalled EUR 22.0 million (Q3 2010: EUR 36.9 million). The expenditure related primarily to the construction of secondary heap foundations and a gypsum pond, as well as to pressure filters acquired for drying of the zinc product.

In September, the Finnish State completed the redemption of the Talvivaara-Murtomäki railroad and reimbursed Talvivaara Infrastructure Ltd for the construction expenses of the railroad. The total reimbursement amounted to EUR 40 million (VAT 0%), of which EUR 20 million had been paid in June 2010 and the remaining EUR 20 million in September 2011. In conjunction with the final reimbursement, the railroad became property of the Finnish State and part of the national rail network. Subsequently, Talvivaara repaid the EUR 18.7 million term loan used to finance the construction of the railroad as well as interest subsidy loans amounting to EUR 4.2 million.

Also in September, Talvivaara entered into receivables factoring agreements amounting to a total combined factoring credit limit of EUR 100 million.

In August, Talvivaara entered into a commercial paper notes programme of up to EUR 100 million with Nordea Bank, Sampo Bank and Svenska Handelsbanken. On 30 September 2011, the outstanding commercial paper notes amounted to a nominal value of EUR 10 million.

Q1-Q3 2011 (January-September)

Net sales and financial result

Talvivaara's net sales during the nine months ended 30 September 2011 amounted to EUR 164.7 million (Q1-Q3 2010: EUR 91.9 million). Product deliveries during the period totalled 11,136 tonnes of nickel (Q1-Q3 2010: 5,614t), 24,266 tonnes of zinc (Q1-Q3 2010: 14,610t), and 266 tonnes of cobalt (Q1-Q3 2010: 47t).

The Group's other operating income amounted to EUR 2.6 million (Q1-Q3 2010: EUR 17.2 million), primarily relating to indemnities on a damaged drilling rig and transformers, gain on the sale of the railroad, and fair value gains on derivatives.

Materials and services during the nine months ended 30 September 2011 amounted to EUR (97.3) million (Q1-Q3 2010: EUR (68.3) million). The increase reflected the increased level of production, whilst the largest cost items were consumables, external services and production chemicals, particularly propane and lye (caustic soda).

Employee benefit expenses including the value of employee expenses related to the employee share option scheme of 2007 were EUR (19.1) million (Q1-Q3 2010: EUR (14.4) million). The increase was attributable to the increased number of personnel.

Other operating expenses amounted to EUR (42.6) million (Q1-Q3 2010: EUR (30.2) million). Energy and maintenance costs comprised over two thirds of the total. The impact of maintenance costs was particularly high in the second quarter of 2011 due to the maintenance and upgrading programmes carried out in April-May.

Operating profit amounted to EUR 16.0 million (Q1-Q3 2010: EUR 11.1 million), representing an operating margin of 9.7% for Q1-Q3 2011.

Finance income for the nine month period was EUR 1.0 million (Q1-Q3 2011: EUR 6.9 million), which mainly consisted of interests on bank accounts and exchange rate gains. Finance costs of EUR (27.8) million (Q1-Q3 2010: EUR (27.0) million) primarily related to interest and financing expenses on borrowings. As further explained in Note 6 to this Q3 2011 interim report, Talvivaara has reclassified the US dollar denominated Nyrstar advance payment as a non-monetary liability from Q3 2011 onwards. As a result of the reclassification, foreign exchange rate gains and losses in finance income and costs have decreased, and relevant financial information for prior periods since Q1 2010 has been restated accordingly.

The Company's loss for the period amounted to EUR (8.9) million (Q1-Q3 2010: EUR (6.9) million).

Total comprehensive income for the nine month period was EUR (16.3) million (Q1-Q3 2010: EUR (15.4) million), including a reduction in hedge reserves resulting from the occurrence of the hedged sales.

Statement of financial position

Capital expenditure during Q1-Q3 2011 totalled EUR 57.6 million (Q1-Q3 2010: EUR 92.2 million). The expenditure primarily related to construction of secondary heap foundations, a gypsum pond and the uranium extraction circuit. On the consolidated statement of financial position as at 30 September 2011, property, plant and equipment amounted to EUR 751.4 million (31 December 2010: EUR 728.2 million).

In the Group's assets, inventories amounted to EUR 225.0 million on 30 September 2011 (31 December 2010: EUR 175.4 million). The increase in inventories reflected the ramp-up of production and the consequent increase in the amount of ore stacked on heaps, valued at cost.

Trade receivables amounted to EUR 47.6 million on 30 September 2011 (31 December 2010: EUR 52.4 million). The 88% increase in trade receivables compared to EUR 25.4 million on 30 June 2011 reflected the higher level of nickel and cobalt deliveries during the third quarter, resulting from the recovery of the inventories accumulated at the end of Q2 2011 due to a maintenance stoppage at Norilsk Nickel Harjavalta.

On 30 September 2011, cash and cash equivalents totalled EUR 38.6 million (31 December 2010: EUR 165.6 million).

In equity and liabilities, total equity amounted to EUR 320.2 million on 30 September 2011 (31 December 2010: EUR 385.6 million). In June, Talvivaara acquired an additional 4% shareholding in its subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy, increasing Talvivaara's ownership in Talvivaara Sotkamo from 80% to 84%. As a result of the acquisition, equity decreased by EUR 61.5 million as the acquisition price of EUR 60 million and the transaction costs of EUR 1.5 million were deducted from equity under IFRS. On the other hand, the equity component of EUR 9.0 million for the senior unsecured convertible bonds due 2015 was recognised in equity during the period.

A total of 465,085 new shares were subscribed and paid for during Q1-Q3 2011 under the company's stock option rights 2007A and 2007B and the convertible bonds due 2015, with the entire subscription price recognised in equity.

Borrowings decreased from EUR 480.6 million on 31 December 2010 to EUR 448.7 million at the end of September 2011. The changes in borrowings during the period included determination of the equity component for the senior unsecured convertible bonds due 2015, issuance of EUR 10 million of commercial paper notes and repayment of the railroad loan and interest subsidy loans.

Total advance payments as at 30 September 2011 amounted to EUR 242.1 million (31 December 2010: EUR 259.9 million). The changes in advance payments during Q1-Q3 2011 consisted of the reclassification of the Nyrstar advance payment as a non-monetary liability, recognition of the advance payment for the railroad as revenue, EUR 7.0 million in advance payments from Cameco Corporation under the uranium off-take agreement as well as amortization of the Nyrstar advance payment. The reclassification of the Nyrstar advance payment as a non-monetary liability better reflects the financial nature of the transaction, as the advance payment is repaid through physical deliveries and therefore there is no actual foreign exchange risk. The effects of the reclassification on deferred tax assets, equity, advance payments, profit/loss, and earnings per share for the relevant periods are further described in Note 6 to this interim report. The restatement does not have any impact on the operating earnings or cash flows of prior periods.

Total equity and liabilities as at 30 September 2011 amounted to EUR 1,114.4 million (31 December 2010: EUR 1,214.5 million).

Financing

In September, Talvivaara received EUR 20 million from the Finnish State as the final redemption amount for the Talvivaara-Murtomäki railroad. Subsequently, Talvivaara repaid the EUR 18.7 million term loan used to finance the construction of the railroad as well as interest subsidy loans amounting to EUR 4.2 million.

Also in September, Talvivaara entered into receivables factoring agreements amounting to a total combined factoring credit limit of EUR 100 million.

In August, Talvivaara established a commercial paper notes programme of EUR 100 million. On 30 September 2011, the outstanding commercial paper notes amounted to a nominal value of EUR 10 million.

In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. According to the terms set forth in the agreement, Cameco is to provide an upfront investment of up to USD 60 million to cover the construction costs of the uranium extraction circuit at the Talvivaara mine. Talvivaara will repay the investment through deliveries of uranium concentrate during the initial years of the agreement. Once the capital has been repaid, all uranium concentrate produced thereafter until 31 December 2027 will be bought by Cameco at a price based on market prices at the time of delivery. As at 30 September 2011, Talvivaara had received a total of EUR 7.0 million in advance payments from Cameco.

In January, an Extraordinary General Meeting of Talvivaara resolved to approve the proposal of the Board of Directors for the issue of special rights in relation to EUR 225 million senior unsecured convertible bonds due 2015 which were issued in December 2010. The bonds are convertible into 27.0 million fully paid ordinary shares of the Company. The interest rate applied to the convertible bond is 4.00% and the yield to maturity 6.50%, reflecting a redemption price of 114.5% at maturity.

Currency option programme

In June 2011, Talvivaara entered into a currency option programme comprising USD options for six months from July 2011 through December 2011. The monthly obligation amounts to USD 7.5 million and protection to USD 5.0 million. As at 30 September 2011, the remaining collar ranges from EUR/USD ratio of 1.2884 to 1.4900.

Production review

During the third quarter, Talvivaara's production was constrained by problems in hydrogen sulphide generators. Because hydrogen sulphide is an essential reagent in the metals recovery process, the unforeseen downtime in the generators had a direct impact on Q3 2011 production output, which for nickel amounted to 3,153 tonnes and for zinc to 7,286 tonnes. Year-to-date production at the end of September amounted to 11,319 tonnes (Q1-Q3 2010: 6,550 tonnes) of nickel and 21,291 tonnes (Q1-Q3 2010: 16,092 tonnes) of zinc.

In metals recovery, primary focus during the quarter continued to be on improving the reliability and availability of the overall process, in particular the hydrogen sulphide plants. Both of Talvivaara's hydrogen sulphide generators were serviced and upgraded during the second quarter. Following the maintenance, the generators functioned well, but the operating procedure followed in the hydrogen sulphide process subsequently proved more wearing to certain heating elements than previous experience would have suggested. Talvivaara's spare parts inventory consequently proved insufficient, and given the long lead times of the required specialty steels, the hydrogen sulphide generators and therefore the entire metals recovery process had to be operated significantly below full capacity. The overall capacity utilisation of the hydrogen sulphide generators was only around 35% during the quarter.

The mining department continued to operate without material disturbances. The department produced 3.0Mt of ore (Q3 2010: 3.4Mt) and 4.5Mt of waste (Q3 2010: 5.4Mt). Emphasis during the period shifted increasingly towards ore mining, as primary heap reclaiming improved and was no longer restricting ore production for most of the quarter.

In materials handling, the earlier commissioning issues in primary heap reclaiming were largely addressed during the third quarter. As a result of the modifications made to the reclaiming equipment during Q2 2011, the feeding of ore into the system and overall availability of the process improved significantly during the third quarter. Additionally, more of Talvivaara's own staff and equipment as well as additional contractor resources were allocated to the process. Due to the measures taken, reclaiming of the primary heap is no longer a bottle-neck to the stacking of new ore and the entire materials handling process now operates at a satisfactory level. Crushing and stacking of ore in Q3 2011 amounted to 3.0Mt (Q3 2010: 3.4Mt), and during Q1-Q3 2011 to 7.9Mt (Q1-Q3 2010: 10.4Mt).

Bioheapleaching continued to progress according to plan during the third quarter, with the main sources of leach solution being primary heap sections 3 and 4. Nickel recovery from heap section 3 has reached around 65% in the slightly over a year that the heap has been in production, with heap section 4 following a similar pattern. During the third quarter, the average nickel grade in solution pumped to metals recovery was stable between 2.0-2.5 g/l.

The newly stacked primary heap section 1 was completed in September and has, along with the secondary heap, been taken into production during the fourth quarter, enabling a further ramp-up of production. Leaching in both the new heap section 1 and the secondary heap is progressing well.

Production key figures

		Q3 2011	Q3 2010	Q1-Q3 2011	Q1-Q3 2010	FY 2010
Mining
Ore production	Mt	3.0	3.4	7.9	10.4	13.3
Waste production	Mt	4.5	5.4	15.0	11.7	16.7
Materials handling
Stacked ore	Mt	3.0	3.4	7.9	10.4	13.3
Bioheapleaching
Ore under leaching	Mt	32.2	21.4	32.2	21.4	24.3
Metals recovery
Nickel metal content	Tonnes	3,153	3,211	11,319	6,550	10,382
Zinc metal content	Tonnes	7,286	7,557	21,291	16,092	25,462

Sustainable development and permitting

Environment

Environmental monitoring during the third quarter confirmed Talvivaara to comply with all of its environmental permit limits for water emissions. As a result of continued process improvements in metals recovery and other environmental investments, sulphate, sodium and manganese discharges to nearby lakes have continued to decrease.

Hydrogen sulphide (odour) emissions to air have also remained within the permitted limits, apart from briefly exceeding them during the third quarter due to the unstable running rate of the overall metals recovery process. Dust emissions have been addressed through watering systems on mine area roads, dust removal systems particularly in the crushing and screening areas, and modifications to the mining process. Dust emissions have been within permitted limits in all but one measurement point at the screening building.

Talvivaara is committed to minimizing the environmental effects of its mining operations, and targets at setting the bar in environmentally sustainable mining.

Permitting

Talvivaara submitted an application for the renewal of the existing environmental permit to the regional environmental permitting agency in March. Talvivaara continues to augment the application.

In June 2011, Talvivaara submitted to the Ministry of Employment and Economy an application in accordance with the Mining Act (503/1965) for the expansion of the Talvivaara mining concession area by approximately 70 km². Subject to approval of the expansion, the total area of the Talvivaara mining concession will be approximately 130 km². The expansion of the mining concession area relates to the previously announced increase in the Talvivaara mineral resources, the full exploitation of which is not possible within the existing mining concession area.

In March 2011, Talvivaara submitted the environmental permit application for uranium extraction to the regional environmental permitting agency, with the decision on the permit expected during Q2 2012. In April 2010, Talvivaara applied to the Ministry of Employment and Economy for a permit to extract uranium as a by-product, in accordance with the Nuclear Energy Act. Processing of the permit application at the Ministry of Employment and Economy is ongoing and Talvivaara expects to obtain this permit in early 2012.

Safety

At the end of the third quarter, the injury frequency among the Talvivaara personnel was 13.9 lost time injuries/million working hours on a rolling 12 month basis (31 December 2010: 10.7 lost time injuries/million working hours).

Planned uranium extraction and uranium off-take agreement with Cameco Corporation

In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. Under the terms of the agreement, Cameco will provide an up-front investment, up to a maximum of USD 60 million, to cover the construction costs of the uranium extraction circuit and related facilities. Cameco's capital contribution will be repaid through deliveries of uranium concentrate in the initial years of the agreement.

Once the capital is repaid, Cameco will purchase the uranium concentrate produced at Sotkamo through a supply agreement that will be in effect until 31 December 2027. Cameco will provide Talvivaara with payment for the uranium based on a formula that references market prices at the time of delivery.

Annual uranium production is estimated at 350tU (ca. 770,000 pounds), corresponding to approximately 410t (900,000 pounds) of yellow cake (UO₄).

Cameco is providing technical assistance to Talvivaara in the design, construction, commissioning and operation of the uranium extraction circuit to be constructed at the Sotkamo mine.

During the third quarter, the construction permit for the uranium recovery facility was received, and construction work commenced. Commissioning of the facility, subject to receiving the necessary permits and authorizations, is expected during the second half of 2012.

Production expansion - Operation Overlord

Conceptual studies relating to production expansion beyond 50,000tpa of nickel continued. The dedicated project team consists of nine members with metallurgical, infrastructure, bioheapleaching, materials handling and project coordination expertise.

Scoping studies are currently based on the target of doubling up the presently planned production to approximately 100,000tpa of nickel. Whilst studies relating to various processing options continue, it appears relatively likely that a substantial part of the expanded production would be LME quality nickel metal. Production of cobalt metal is also an option, but refining of zinc to zinc metal is currently not within the planning scope. For certain products and raw materials, e.g. manganese and sulphuric acid, joint ventures or other partnering arrangements will be investigated.

Investment into the expansion project is planned to be carried out in a modular fashion to allow stretching of the expenditure over an estimated 5-6 year period starting in 2013. The modular approach also allows commissioning of the equipment and processes sequentially in the order of the process stages, which is expected to reduce the risk of serious start-up issues.

Acquisition of an additional 4% shareholding in the operating subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy

Talvivaara Mining Company signed an agreement on 1 June 2011 with Outokumpu Mining Oy and its parent company Outokumpu Oyj to acquire an additional 4% shareholding in Talvivaara Sotkamo Ltd. As a result of the acquisition, Talvivaara's ownership in Talvivaara Sotkamo increased from 80% to 84% and Outokumpu Mining's ownership decreased to 16%. The acquisition price for the 4% stake was EUR 60 million.

Simultaneously, Talvivaara entered into an exclusive option agreement with Outokumpu Mining Oy and Outokumpu Oyj (the "Option") whereby it will have the right, at its sole discretion, in one or more installments, to acquire Outokumpu Mining's remaining 16% shareholding in Talvivaara Sotkamo for EUR 240 million at any time prior to 31 March 2012. Should Talvivaara choose to exercise the Option, entirely or partially, it will consider appropriate funding arrangements for the payment of the exercise price at that time.

Redemption of the Talvivaara-Murtomäki railroad by the Finnish State

In 2008-2009, Talvivaara constructed a 25 km railway connecting the Talvivaara mine with the national railway grid. Subject to agreed minimum transportation volumes on the railroad being achieved, the Finnish State agreed to reimburse the construction expenses to Talvivaara Infrastructure Ltd up to an amount of EUR 40 million (0% VAT) in two instalments and to redeem the railroad as part of the national rail grid. The first agreed transportation milestone was reached in 2010 and the Finnish State subsequently paid EUR 20 million in June 2010 as a partial reimbursement. The remaining minimum transportation volumes were reached in January 2011, and the Finnish State paid the remaining EUR 20 million in September 2011. In conjunction with the final reimbursement, the railroad became property of the Finnish State and part of the national rail network.

Inclusion of Talvivaara Mining Company in the OMX Helsinki 25 index

Talvivaara was included in the OMX Helsinki 25 index of the Helsinki Stock Exchange from 1 August 2011.

Annual General Meeting

Talvivaara's Annual General Meeting was held on 28 April 2011 in Sotkamo, Finland. The resolutions of the AGM included:

that no dividend be paid for the financial year 2010;
that the annual fee payable to the members of the Board in 2012 be as follows: Chairman of the Board EUR 160,000, Deputy Chairman (Senior Independent Director) EUR 69,000, Chairman of the Audit Committee EUR 69,000, Chairman of the Nomination Committee EUR 53,000, Chairman of the Remuneration Committee EUR 53,000, Chairman of the Sustainability Committee EUR 53,000, other Non-executive Directors and Executive Directors EUR 48,000;
that the number of Board members be seven and that Mr. Edward Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä, Mr. Tapani Järvinen and Ms. Saila Miettinen-Lähde be re-elected as Board Members;
that the auditor be reimbursed according to the auditor's approved invoice and authorised public accountants PricewaterhouseCoopers Oy be elected as the company's auditor for the financial year 2011;
that the Board be authorised to decide on the repurchase, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares. The repurchase authorisation is valid until 27 October 2012. The proposed authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 15 April 2010; and
that the Company shall issue stock options partly to the key employees and partly to the personnel of the Company and its subsidiaries. The maximum total number of stock options issued will be 5,500,000 and the stock options entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or to receive existing shares held by the Company. The beginning of the share subscription period shall require attainment of certain operational or financial targets determined by the Board annually.

Risk management and principal risks

In the short term, Talvivaara's key operational risks relate to the ongoing ramp-up of operations. While the Company has demonstrated that all of its production processes work and can be operated on an industrial scale, the rate of ramp-up is still subject to risk factors, including various technical and operational risks, that may currently be unknown or are beyond the Company's control. In order to better mitigate operational risks going forward, Talvivaara has in place an ongoing production reliability programme, which targets at reducing downtime and risk of accidents through detailed evaluation of all equipment and processes and subsequent improvement of operating procedures and maintenance. The Company is also undertaking a detailed evaluation of management systems at the operational level and a concomitant performance improvement programme.

The market price of nickel is, together with production volumes, the main determinant of Talvivaara's revenues. The volatility of nickel price has historically been high and the volatility is in the Company's view likely to persist also in the future. Talvivaara is unhedged against variations in nickel prices, which means that nickel price volatility will have a substantial effect on the Company's revenues and results. Full or substantially full exposure to nickel prices is in line with Talvivaara's strategy and supported by the Company's view that it can operate the Talvivaara mine profitably also during the lows of commodity price cycles.

Talvivaara's revenues are determined mostly in US dollars, whilst the majority of the Company's costs are incurred in Euro. Potential strengthening of the Euro against the US dollar could thus have a material adverse effect on the business and financial condition of the Company. Talvivaara hedges its exposure to the currency exchange risk relating to the US dollar on a case by case basis with the aim of limiting the adverse effects of US dollar weakness as considered justified from time to time.

Personnel

The number of personnel employed by the Group on 30 September 2011 was 446 (Q3 2010: 370).

Wages and salaries paid during the three months to 30 September 2011 totalled EUR 4.9 million (Q3 2010: EUR 3.8 million). Wages and salaries paid during the nine months to 30 September 2011 totalled EUR 16.2 million (Q1-Q3 2010: EUR 12.2 million).

As part of the Group's long term incentive plan, the employees of Talvivaara resolved on 18 June 2011 to establish a Group personnel fund to manage the earnings bonuses paid by Talvivaara. In accordance with its bylaws, the fund will invest a substantial proportion of its assets in Talvivaara Mining Company shares. The fund is managed by personnel representatives elected by the employees. Registration of the fund is pending at the Ministry of Employment and Economy.

Shares and shareholders

The number of shares issued and outstanding and registered on the Euroclear Shareholder Register as of 30 September 2011 was 245,781,803. Including the effect of the EUR 85 million convertible bond of 14 May 2008, the EUR 225 million convertible bond of 16 December 2010 and the Option Scheme of 2007, the authorised full number of shares of the Company amounted to 290,636,391.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012 and for stock options 2007B between 1 April 2011 and 31 March 2013. By 30 September 2011 a total of 340,586 Talvivaara Mining Company's new shares had been subscribed for under the stock option rights 2007A and a total of 1,992,514 stock option rights 2007A remain unexercised. A total of 48,763 new shares of Talvivaara were subscribed for under the stock option rights 2007B and a total of 2,284,337 stock option rights 2007B remain unexercised. In addition, a total of 214,736 new shares of the Company were subscribed for under the convertible bonds due 2015.

As at 30 September 2011, the shareholders who held more than 5% of the shares and votes of Talvivaara were Pekka Perä (23.0 %), Varma Mutual Pension Insurance Company (8.6%), Ilmarinen Mutual Pension Insurance Company (5.7%) and Solidium Oy (5.1%).

Events after the review period

Operational and Management update

On 7 October 2011, Talvivaara announced a revised operating plan and strategic decision to focus on maximising profitability of operations rather than the production volume over the remainder of 2011, in response to the heightened volatility and uncertainty in the commodity and financial markets. During Q4 2011, savings will be sought by deferring approximately EUR 10 million of capital expenditure into 2012, as well as minimizing the use of contractors and optimizing the scale of mining operations. Based on the short-term foreseen availability of the metals recovery plant, the Company also rebased its full year 2011 production guidance to a minimum of 16,000t of nickel.

Simultaneously, Talvivaara announced a number of measures to address the improvement requirements of the management systems applied at the Company. Effective as of 1 October 2011, the production organization has been restructured into two operating divisions: the ore processes, i.e. mining and materials handling, and the metals processes, i.e. bioheapleaching and metals recovery. The management systems at the operational level are addressed through a detailed evaluation and concomitant performance improvement programme commencing in Q4 2011. All management systems are under review also on the corporate level, including reorganisation of the Executive Committee and redefinition of the duties within it.

Retirement from active executive duties of CEO Pekka Perä

On 7 October 2011, Talvivaara announced that CEO Pekka Perä had stated to the Board of Directors his decision to retire from active executive duties over the coming months. Consequently, the Company will seek to appoint a new CEO at the earliest opportunity, and Mr Perä has agreed to continue with his current duties until that time. Mr Perä has also confirmed that he intends to continue as an active member of the Board and to retain his current shareholding in the Company.

The Board has commenced the search for a new CEO and will update the market as appropriate, to ensure a smooth handover of responsibilities and effective transition.

Signing of the revolving credit facility amendment agreement

In October, an amendment agreement was signed by Talvivaara and the lending banks to an originally EUR 100 million revolving credit facility agreement. In addition to certain amendments to reflect Talvivaara's current stage of development, the facility was expanded to EUR 130 million and the maturity was extended by one year to June 2014. The lenders and arrangers of the facility are Nordea Bank, Sampo Bank, Svenska Handelsbanken and Pohjola Bank. The facility, which is currently undrawn, carries a varying margin of 1.75-3.00% depending on the Company's leverage ratio.
The amended EUR 130 million facility replaced the EUR 80 million commitment by Nordea Bank signed in June 2011, primarily as back-up financing relating to the acquisition of Talvivaara Sotkamo shares from Outokumpu Mining.

Strike of the Metal Workers Union and Trade Union Pro

The Finnish Metal Workers Union and the Trade Union Pro commenced a strike on 21 October 2011 across 40 companies within the technology industries. Certain mining companies including Talvivaara were however excluded from the scope of the strike. The strike ended on 24 October 2011.

Environmental permitting

The Kainuu Centre for Economic Development, Transport and the Environment (the "ELY Centre") resolved on 21 October 2011 that the increase in the annual production rate of the Talvivaara mine from approximately 30,000t to 50,000t of nickel will require a new Environmental Impact Assessment ("EIA"). The intended increase in the production rate was initially part of Talvivaara's renewal application for its existing environmental permit, submitted in March 2011. However, subsequent to the ELY Centre's decision, the target to increase the production rate was pulled from the renewal application in order to conduct the required EIA and to apply for the permit to produce 50,000tpa nickel separately.

The new EIA process has commenced and discussions with the authorities for the finalization of the programme are ongoing. The EIA relating to the 50,000tpa of nickel production rate will be conducted simultaneously with the EIA required for the potential increase of the production rate to up to 100,000tpa of nickel, and for the expansion of the mining concession area to 130 km². The EIA's are anticipated to be completed during the second half of 2012. Thereafter, Talvivaara intends to first apply for a permit to produce 50,000tpa of nickel with a separate application and, based on discussions with the authorities, anticipates obtaining the permit around mid-year 2013. The environmental permit application relating to the 100,000tpa of nickel production rate will also be submitted in 2012, but it is anticipated that the processing time of the application will be longer and that the permit can therefore only be obtained in early 2014.

Given that the environmental permit to produce 50,000tpa of nickel is expected to be obtained mid-year 2013, the change in the permitting agenda is not anticipated to have a material impact on Talvivaara's ramp-up schedule.

Short-term outlook

Operational outlook

The availability and utilization rate of the hydrogen sulphide generators and the overall metals recovery process are the critical factors in view of Talvivaara's short term production volumes. Since mid-October, both of Talvivaara's hydrogen sulphide generators are in production, and the entire metals recovery process is operating as anticipated. Talvivaara however expects to keep running the hydrogen sulphide generators below full capacity in order to avoid any further unscheduled downtime until a sufficient spare parts inventory has been received, expected by the year-end.

Based on current production output and the foreseen short term availability of the metals recovery plant, Talvivaara reiterates its production target for the current year at a minimum of 16,000 tonnes of nickel.

Production guidance for the coming year is being reassessed based on, amongst others, anticipated reliability and availability of the metals recovery plant, expected progress in the stacking of new ore and Talvivaara's revised short term operating plan. Further information relating to 2012 production and financial guidance will be released in connection with Talvivaara's Capital Markets Day on 17 November 2011.

Market outlook

The third quarter of 2011 was marked by heightened volatility and uncertainty across financial and commodity markets, driven by escalating macroeconomic concerns on global economic growth, Eurozone sovereign debt issues and robustness of the European banking system. The nickel price declined from a high of around USD 25,000 per tonne in July to a low of USD 17,570 per tonne at the quarter end.

In terms of nickel market fundamentals, however, LME nickel stocks have continued to decline and currently track around their lowest levels since early 2009. While a degree of new supply is expected to come on stream, the Company does not expect a significant shift of the supply-demand balance in the near term. Furthermore, as nickel prices declined during the quarter, a supply-side response especially from nickel pig iron producers was reported already at price levels around USD 19,000 per tonne. In a weaker nickel price environment, high-cost swing capacity is thus expected to be shut down also going forward, thereby supporting price levels.

While base metals, including nickel, have somewhat recovered during October and early November, volatility is expected to remain at an elevated level until there is more clarity on the growth trajectory of the global economy and on the policymakers' ability to contain the debt crisis in Europe. Barring a severe global recession, however, further significant downside to nickel prices would appear to be capped by marginal costs of production. Talvivaara continues to believe the longer term support level to be around USD 20,000 per tonne, although shorter term, macro-economy driven declines even substantially below this level remain possible.

9 November 2011

Talvivaara Mining Company Plc
Board of Directors

CONSOLIDATED INCOME STATEMENT
	Unaudited three	Unaudited three	Unaudited nine	Unaudited nine
	months to	months to	months to	months to
(all amounts in EUR '000)	30 Sep 11	30 Sep 10	30 Sep 11	30 Sep 10
Net sales	60,620	45,091	164,734	91,945
Other operating income	1,136	532	2,557	17,243
Changes in inventories of finished goods and work in progress	2,562	20,938	42,236	53,097
Materials and services	(29,131)	(26,915)	(97,335)	(68,284)
Personnel expenses	(5,708)	(4,590)	(19,129)	(14,446)
Depreciation, amortization, depletion and impairment charges	(11,668)	(13,159)	(34,484)	(38,191)
Other operating expenses	(12,277)	(10,966)	(42,612)	(30,234)
Operating profit (loss)	5,534	10,931	15,967	11,130
Finance income	170	2,028	961	6,892
Finance cost	(10,025)	(6,137)	(27,781)	(27,026)
Finance income (cost) (net)	(9,855)	(4,109)	(26,820)	(20,134)
Profit (loss) before income tax	(4,321)	6,822	(10,853)	(9,004)
Income tax expense	921	(1,748)	1,909	2,154
Profit (loss) for the period	(3,400)	5,074	(8,944)	(6,850)
Attributable to:
Owners of the parent	(3,577)	3,576	(10,178)	(7,889)
Non-controlling interest	177	1,498	1,234	1,039
	(3,400)	5,074	(8,944)	(6,850)
Earnings per share for profit (loss) attributable to the owners of the parent expressed in EUR per share)
Basic and diluted	(0.02)	0.01	(0.05)	(0.03)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
	Unaudited three	Unaudited three	Unaudited nine	Unaudited nine
	months to	months to	months to	months to
(all amounts in EUR '000)	30 Sep 11	30 Sep 10	30 Sep 11	30 Sep 10
Profit (loss) for the period	(3,400)	5,074	(8,944)	(6,850)

Other comprehensive income,
items net of tax
Cash flow hedges	(2,506)	(2,696)	(7,385)	(8,572)

Other comprehensive income, net of tax	(2,506)	(2,696)	(7,385)	(8,572)
Total comprehensive income	(5,906)	2,378	(16,329)	(15,422)
Attributable to:
Owners of the parent	(5,682)	1,419	(16,381)	(14,747)
Non-controlling interest	(224)	959	52	(675)
	(5,906)	2,378	(16,329)	(15,422)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
	Unaudited	Audited	Unaudited
	As at	As at	As at
(all amounts in EUR '000)	30 Sep 11	31 Dec 10	30 Sep 10
ASSETS
Non-current assets
Property, plant and equipment	751,448	728,226	687,226
Biological assets	8,793	8,464	8,474
Intangible assets	7,485	7,737	7,758
Deferred tax assets	25,847	20,552	26,748
Other receivables	2,986	7,626	7,616
Available-for-sale financial assets	630	464	-
	797,189	773,069	737,822
Current assets
Inventories	225,038	175,361	160,389
Trade receivables	47,602	52,354	33,716
Other receivables	5,806	8,702	6,189
Derivative financial instruments	237	40	-
Cash and cash equivalent	38,555	165,555	5,976
	317,238	402,012	206,270
Assets held for sale	-	39,391	39,391
Total assets	1,114,427	1,214,472	983,483

EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital	80	80	80
Share issue	-	91	-
Share premium	8,086	8,086	8,086
Hedge reserve	1,665	7,494	9,709
Other reserves	448,802	433,012	439,784
Retained earnings	(152,646)	(80,068)	(79,257)
	305,987	368,695	378,402
Non-controlling interest in equity	14,238	16,895	16,091
Total equity	320,225	385,590	394,493

Non-current liabilities
Borrowings	421,982	437,623	239,769
Advance payments	227,344	225,068	228,324
Trade payables	-	17	29
Derivative financial instruments	-	-	1,553
Provisions	5,860	3,935	2,987
	655,186	666,643	472,662
Current liabilities
Borrowings	26,761	42,934	29,601
Advance payments	14,800	34,800	32,658
Trade payables	35,607	39,408	31,361
Other payables	61,074	43,820	21,880
Derivative financial instruments	774	1,277	828
	139,016	162,239	116,328
Total liabilities	794,202	828,882	588,990
Total equity and liabilities	1,114,427	1,214,472	983,483

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Share capital
Share issue
Share premium
Hedge reserve
Invested unrestricted equity
Other reserves
Retained earnings
Total
Non- controlling interest
Total equity

(all amounts in EUR '000)
	A	B	C	D	E	F	G	H	I	J
1 Jan 10	80	-	8,086	16,567	401,248	16,200	(71,368)	370, 813	11, 784	382, 597

Profit (loss) for the period	-	-	-	-	-	-	(7,889)	(7, 889)	1, 039	(6, 850)
Other comprehensive income
- Cash flow hedges	-	-	-	(6,858)	-	-	-	(6, 858)	(1, 714)	(8, 572)
Total comprehensive income for the period	-	-	-	(6,858)	-	-	(7,889)	(14, 747)	(675)	(15, 422)
Transactions with owners
Stock options	-	-	-	-	364	-	-	364	-	364
Perpetual capital loan	-	-	-	-	-	19,925	-	19, 925	4, 982	24, 907
Employee share option scheme
- value of employee services	-	-	-	-	-	2,047	-	2, 047	-	2, 047
Total contribution by and distribution to owners	-	-	-	-	364	21,972	-	22, 336	4, 982	27, 318
Total transactions with owners	-	-	-	-	364	21,972	-	22, 336	4, 982	27, 318
30 Sep 10	80	-	8,086	9,709	401,612	38,172	(79,257)	378, 402	16, 091	394, 493
31 Dec 10	80	91	8,086	7,494	401,612	31,400	(80,068)	368, 695	16, 895	385, 590
1 Jan 11	80	91	8,086	7,494	401,612	31,400	(80,068)	368, 695	16 ,895	385, 590
Profit (loss) for the period	-	-	-	-	-	-	(10,178)	(10, 178)	1 ,234	(8, 944)
Other comprehensive income
- Cash flow hedges	-	-	-	(6,203)	-	-	-	(6, 203)	(1, 182)	(7, 385)
Total comprehensive income for the period	-	-	-	(6,203)	-	-	(10,178)	(16, 381)	52	(16, 329)
Transactions with owners
Stock options	-	(91)	-	-	658	-	-	567	-	567
Conversion of convertible bond	-	-	-	-	1,800	-	-	1, 800	-	1 ,800
Acquisition of subsidiary	-	-	-	374	-	996	(60,509)	(59, 139)	(2, 349)	(61, 488)
Perpetual capital loan	-	-	-	-	-	-	(1,891)	(1, 891)	(360)	(2, 251)
Incentive arrangement for Executive Management	-	-	-	-	70	-	-	70	-	70
Convertible bond, equity component	-	-	-	-	9,018	-	-	9, 018	-	9, 018
Employee share option scheme						-
- value of employee services	-	-	-	-	3,248	-	-	3, 248	-	3, 248
Total contribution by and distribution to owners	-	(91)	-	374	14,794	996	(62,400)	(46, 327)	(2, 709)	(49, 036)
Total transactions with owners	-	(91)	-	374	14,794	996	(62,400)	(46, 327)	(2, 709)	(49, 036)
30 Sep 11	80	-	8,086	1,665	416,406	32,396	(152,646)	305, 987	14, 238	320, 225

CONSOLIDATED STATEMENT OF CASH FLOWS
	Unaudited three	Unaudited three	Unaudited nine	Unaudited nine
	months to	months to	months to	months to
(all amounts in EUR '000)	30 Sep 11	30 Sep 10	30 Sep 11	30 Sep 10
Cash flows from operating activities
Profit (loss) for the period	(3,400)	5,074	(8,944)	(6,850)
Adjustments for
Tax	(921)	1,748	(1,909)	(2,154)
Depreciation and amortization	11,668	13,159	34,484	38,191
Other non-cash income and expenses	(8,824)	(2,060)	(26,816)	(4,364)
Interest income	(170)	(2,028)	(961)	(6,892)
Fair value gains (losses) on financial assets at fair value through profit or loss	58	(3,638)	(327)	(20,280)
Interest expense	10,026	6,137	27,781	27,026
	8,437	18,392	23,308	24,677
Change in working capital
Decrease(+)/increase(-) in other receivables	(23,324)	(10,030)	14,383	(19,774)
Decrease (+)/increase (-) in inventories	(5,934)	(23,566)	(49,677)	(50,878)
Decrease(-)/increase(+) in trade and other payables	30,673	(20,040)	8,026	14,253
Change in working capital	1,415	(53,636)	(27,268)	(56,399)
	9,852	(35,244)	(3,960)	(31,722)
Interest and other finance cost paid	(2,573)	(3,154)	(14,087)	(16,364)
Interest and other finance income	716	2,002	1,055	52,820
Net cash generated (used) in operating activities	7,995	(36,396)	(16,992)	4,734
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired	-	-	(61,487)	-
Purchases of property, plant and equipment	(21,938)	(36,721)	(57,322)	(91,899)
Purchases of biological assets	(29)	-	(64)	(7)
Purchases of intangible assets	(71)	(153)	(175)	(277)
Proceeds from sale of property, plant and equipment	19,995	-	19,995	-
Proceeds from sale of biological assets	25	-	257	76
Proceeds from sale of intangible assets	5	-	5	-
Purchases of financial assets at fair value through profit or loss	-	-	(12,010)	-
Purchases of available-for-sale financial assets	(39)	-	(167)	-
Proceeds from sale of financial assets at fair value through profit or loss	12,022	-	12,022	-
Net cash generated (used) in investing activities	9,970	(36,874)	(98,946)	(92,107)
Cash flows from financing activities
Realised stock options	156	13	567	364
Proceeds from interest-bearing liabilities	9,949	50,000	11,016	56,539
Perpetual capital loan	-	-	(3,042)	24,875
Proceeds from advance payments	-	-	7,000	263,419
Payment of interest-bearing liabilities	(24,143)	(6,198)	(26,603)	(263,725)
Net cash generated (used) in financing activities	(14,038)	43,815	(11,062)	81,472
Net increase (decrease) in cash and cash equivalents	3,927	(29,455)	(127,000)	(5,901)
Cash and cash equivalents at beginning of the period	34,628	35,431	165,555	11,877
Cash and cash equivalents at end of the period	38,555	5,976	38,555	5,976

NOTES

1. Basis of preparation

2. Property, plant and equipment
(all amounts in EUR '000)	Machinery and equipment	Construction in progress	Land and buildings	Other tangible assets	Total
Gross carrying amount at 1 Jan 11	336,59	21,035	257,613	206,227	821,473
Additions	329	56,916	73	4	57,322
Disposals	-	-	(66)	-	(66)
Transfer to assets held for sale	-	-	27	1	28
Transfers	10,888	(14,228)	2,584	756	-
Gross carrying amount at 30 Sep 11	347,815	63,723	260,231	206,988	878,757

Accumulated depreciation and impairment losses
at 1 Jan 11	39,793	-	21,150	32,304	93,247
Depreciation for the period	19,852	-	8,571	5,639	34,062
Accumulated depreciation and impairment losses
at 30 Sep 11	59,645	-	29,721	37,943	127,309

Carrying amount at 1 Jan 11	296,805	21,035	236,463	73,923	728,226
Carrying amount at 30 Sep 11	288,170	63,723	230,510	169,045	751,448

3. Trade receivables
(all amounts in EUR '000)
	30 Sep 11	31 Dec 10
Nickel-Cobalt sulphide	45,690	50,437
Zinc sulphide	1,912	1,917
Total trade receivables	47,602	52,354

4. Inventories
(all amounts in EUR '000)
	30 Sep 11	31 Dec 10
Raw materials and consumables	16,109	8,668
Work in progress	195,453	154,632
Finished products	13,476	12,061
Total inventories	225,038	175,361

5. Borrowings
(all amounts in EUR '000)
Non-current	30 Sep 11	31 Dec 10
Senior Unsecured Convertible Bonds due 2015	215,068	219,426
Senior Unsecured Convertible Bonds due 2013	80,125	78,086
Investment and Working Capital loan	57,771	57,324
Finance lease liabilities	42,953	53,018
Capital loans	1,405	1,405
Other	24,660	28,364
	421,982	437,623
Current
Commercial papers	9,969	-
Railway Term Loan Facility	-	18,527
Finance lease liabilities	16,077	20,211
Interest Subsidy Loans	-	4,196
Investment and Working Capital loan	715	-
	26,761	42,934
Total borrowings	448,743	480,557

6. Advance payments
(all amounts in EUR '000)
Non-current	30 Sep 11	31 Dec 10
Deferred zinc sales revenue	220,344	225,068
Deferred uranium sales revenue	7,000	-
	227,344	225,068
Current
Deferred zinc sales revenue	14,800	14,800
Advance payment on railway	-	20,000
	14,800	34,800
Total advance payments	242,144	259,868
Adjustments to reported financial information for prior periods

In February 2010, Talvivaara completed a long-term Zinc in Concentrate Streaming Agreement with Nyrstar. Under the terms of the agreement, Talvivaara shall deliver all of its zinc in concentrate production to Nyrstar until a total of 1,250,000 metric tonnes has been delivered. Talvivaara received an advance payment of USD 335 million from Nyrstar for the agreed deliveries. The advance payment was initially classified as a monetary liability and translated to euros on the basis of end-of-period exchange rates. Exchange rate gains and losses were recognised on the income statement as finance income or cost.

The Company has reclassified the advance payment as a non-monetary liability and restated the financial statements of prior periods according to IAS 8. The reclassification better reflects the financial nature of the transaction, as the advance payment is repaid through physical deliveries and therefore there is no actual foreign exchange risk. The reclassification does not have any impact on the operating earnings or cash flows of prior periods. The adjusted amounts and financial statement line items affected are presented below for each prior period.

Deferred tax assets	31 Mar 10	30 Jun 10	30 Sep 10	31 Dec 10	31 Mar 11	30 Jun 11
Initial value	28,222	35,199	27,272	22,421	18,927	21,104
Adjustment	(1,330)	(7,652)	(524)	(1,869)	1,939	2,943
Adjusted value	26,892	27,547	26,748	20,552	20,866	24,047
Equity	31 Mar 10	30 Jun 10	30 Sep 10	31 Dec 10	31 Mar 11	30 Jun 11
Initial value	388,779	369,915	393,000	380,272	399,204	333,635
Adjustment	3,786	21,776	1,493	5,318	(5,516)	(8,377)
Adjusted value	392,565	391,691	394,493	385,590	393,688	325,258
Advance payments	31 Mar 10	30 Jun 10	30 Sep 10	31 Dec 10	31 Mar 11	30 Jun 11
Initial value	248,535	291,571	262,999	267,055	257,713	252,547
Adjustment	(5,116)	(29,428)	(2,017)	(7,187)	7,456	11,320
Adjusted value	243,419	262,143	260,982	259,868	265,168	263,867
Profit/loss (-) for the period	1.1.-31.3. 2010	1.4.-30.6. 2010	1.7.-30.9. 2010	1.10.-31.12. 2010	1.1.-31.3. 2011	1.7.-30.6. 2011
Initial value	(16,936)	(16,764)	25,357	(4,709)	12,784	(4,633)
Adjustment	3,786	17,990	(20,283)	3,825	(10,834)	(2,861)
Adjusted value	(13,150)	1,226	5,074	(884)	1,950	(7,494)
Earnings per share	1.1.-31.3. 2010	1.4.-30.6. 2010	1.7.-30.9. 2010	1.10.-31.12. 2010	1.1.-31.3. 2011	1.7.-30.6. 2011
Initial value	(0.06)	(0.06)	0.08	(0.02)	0.03	(0.02)
Adjustment	0.02	0.06	(0.07)	0.01	(0.04)	(0.01)
Adjusted value	(0.04)	(0.00)	0.01	(0.01)	(0.00)	(0.03)

Key figures have been adjusted accordingly.

7. Changes in the number of shares issued
	Number of shares
31 Dec 10	245,316,718
Stock options 2007A and 2007B	249,349
Conversion of senior unsecured Convertible Bonds due 2015	215,736
30 Sep 11	245,781,803

8. Contingencies and commitments

(all amounts in EUR '000)

The future aggregate minimum lease payments under non-cancellable operating leases

	30 Sep 11	31 Dec 10
Not later than 1 year	1,722	1,175
Later than 1 year and not later than 5 years	1,935	1,993
Later than 5 years	-	11
	3,657	3,179

Capital commitments

At 30 September 2011, the Group had capital commitments principally relating to the completion of the Talvivaara mine, improving the reliability and expansion of production capacity. These commitments are for the acquisition of new property, plant and equipment.

Talvivaara Mining Company Plc
Key financial figures of the Group		Three months to	Three months to	Nine months to	Nine months to	Twelve months to
		30 Sep 11	30 Sep 10	30 Sep 11	30 Sep 10	30 Dec 10
Net sales	EUR '000	60,620	45,091	164,734	91,945	152,163
Operating profit (loss)	EUR '000	5,534	10,931	15,967	11,130	25,456
Operating profit (loss) percentage		9.1 %	24.2 %	9.7 %	12.1 %	16.7 %
Profit (loss) before tax	EUR '000	(4,321)	6,822	(10,853)	(9,004)	(2,722)
Profit (loss) for the period	EUR '000	(3,400)	5,074	(8,944)	(6,850)	(7,734)
Return on equity		-1.1 %	1.3 %	-2.5 %	-1.8 %	-2.0 %
Equity-to-assets ratio		28.7 %	40.1 %	28.7 %	40.1 %	31.7 %
Net interest-bearing debt	EUR '000	410,188	263,394	410,188	263,394	315,002
Debt-to-equity ratio		128.1 %	66.8 %	128.1 %	66.8 %	81.7 %
Return on investment		0.9 %	1.7 %	2.3 %	2.7 %	2.8 %
Capital expenditure	EUR '000	22,038	36,874	57,561	92,183	115,658
Research & development expenditure	EUR '000	-	-	-	63	365
Property, plant and equipment	EUR '000	751,448	687,226	751,448	687,226	728,226
Derivative financial instruments	EUR '000	(537)	2,381	(537)	2,381	(1,237)
Borrowings	EUR '000	448,743	269,370	448,743	269,370	480,557
Cash and cash equivalents at the end of the period¹	EUR '000	38,555	5,976	38,555	5,976	165,555

'
1) including financial assets at fair value through profit or loss

Share-related key figures
		Three months to	Three months to	Nine months to	Nine months to	Twelve months to
		30 Sep 11	30 Sep 10	30 Sep 11	30 Sep 10	30 Dec 10
Earnings per share	EUR	(0.02)	0.01	(0.05)	(0.03)	(0.04)
Equity per share	EUR	1.25	1.54	1.25	1.54	1.50
Development of share price at London Stock Exchange
Average trading price¹	EUR	3.95	4.98	5.19	4.59	4.89
	GBP	3.44	4.15	4.56	3.94	4.20
Lowest trading price¹	EUR	2.89	4.32	2.87	3.99	3.99
	GBP	2.52	3.60	2.52	3.42	3.42
Highest trading price¹	EUR	5.24	5.90	7.09	5.74	7.11
	GBP	4.57	4.92	6.22	4.92	6.10
Trading price at the end of the period²	EUR	2.91	5.72	2.91	5.72	6.92
	GBP	2.52	4.92	2.52	4.92	5.96
Change during the period		-45.8 %	34.7 %	-57.7 %	27.3 %	54.2 %
Price-earnings ratio		neg.	392	neg.	neg.	neg.
Market capitalization at the end of the period³	EUR '000	714,672	1,402,951	714,672	1,402,951	1,697, 196
	GBP '000	619,370	1,206,468	619,370	1,206,468	1,460, 861
Development in trading volume
Trading volume	1000 shares	15,709	11,247	42,056	77,074	93,802
In relation to weighted average number of shares		6.4 %	4.6 %	17.1 %	31.4 %	38.2 %
Development of share price at OMX Helsinki
Average trading price	EUR	3.87	5.09	5.46	4.66	5.18
Lowest trading price	EUR	2.97	4.35	2.97	3.99	3.99
Highest trading price	EUR	5.11	5.72	7.34	5.72	7.18
Trading price at the end of the period	EUR	2.97	5.68	2.97	5.68	7.07
Change during the period		-42.4 %	27.6 %	-58.0 %	31.2 %	63.3 %
Price-earnings ratio		neg.	389	neg.	neg.	neg.
Market capitalization at the end of the period	EUR '000	730,464	1,392,829	730,464	1,392,829	1,734, 389
Development in trading volume
Trading volume	1000 shares	34,256	21,058	116,983	97,450	140, 115
In relation to weighted average number of shares		14.0 %	8.6 %	47.6 %	39.7 %	57.1 %
Adjusted average number of shares		245,540,343	245,216,366	245,540,343	245,216,366	245,241, 660

Fully diluted average number of shares		244,436,343	257,969,064	244,436,343	257,969,064	245,241, 660
Number of shares at the end of the period		245,781,803	245,316,718	245,781,803	245,316,718	245,316, 718

¹⁾Trading price is calculated on the average of EUR/GBP exchange rates published by the European Central Bank during the period.
²⁾ Trading price is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.
³⁾ Market capitalization is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.

Employee-related key figures		Three months to	Three months to	Nine months to	Nine months to	Twelve months to
		30 Sep 11	30 Sep 10	30 Sep 11	30 Sep 10	30 Dec 10
Wages and salaries	EUR '000	4,927	3,828	16,189	12,209	16,652
Average number of employees		471	379	443	356	362
Number of employees at the end of the period		446	370	446	370	389

Talvivaara Mining Company Plc

Key financial figures of the Group

Return on equity	Profit (loss) for the period
	(Total equity at the beginning of period + Total equity at the end of period)/2

Equity-to-assets ratio	Total equity
	Total assets

Net interest-bearing debt	Interest-bearing debt - Cash and cash equivalent

Debt-to-equity ratio	Net interest-bearing debt
	Total equity


Share-related key figures

Earnings per share	Profit (loss) attributable to equity holders of the Company
	Adjusted average number of shares

Equity per share	Equity attributable to equity holders of the Company
	Adjusted average number of shares

Market capitalization at the end of the period	Number of shares at the end of the period * trading price at the end of the period

Talvivaara Management Change

Fri, 07 Oct 2011 09:11:15 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

7 October 2011

Talvivaara Management Change

Talvivaara Mining Company Plc ("Talvivaara" or "the Company") announces today that Pekka Perä, the Chief Executive Officer ("CEO"), has stated to the Board his decision to retire from active executive duties over the coming months. Consequently, the Company will seek to appoint a new CEO at the earliest opportunity, and Mr Perä has agreed to continue with his current duties until that time. Mr Perä has also confirmed that he intends to continue as an active member of the Board and to retain his current shareholding in the Company.

The Board has commenced a search for a new CEO and will update the market as appropriate, to ensure a smooth handover of responsibilities and effective transition.

Edward Haslam, Chairman of Talvivaara said: "Pekka Perä has worked tirelessly on behalf of the Company over the past eight years since its foundation, successfully bringing the Talvivaara assets into production over a remarkably short period of time."

"Pekka's decision to retire from the day to day running of the Company is part of Talvivaara's on-going transformation from a start-up project to a fully operating mining company and we are delighted that he will continue to provide his support, invaluable expertise and guidance on the Board of Directors, where he will retain an active role which will help guide the Company through its next stage of development."

Pekka Perä, CEO commented: "Bringing Talvivaara from greenfield site into a producing nickel mine over the last eight years, although not without its challenges, has been an immensely rewarding experience. As the Company enters the final phase of its development into full production, I remain committed to delivering value for shareholders."

ENQUIRIES

Talvivaara Mining Company Plc
Edward Haslam, ChairmanTel: +44 207 726 8400 (via Merlin switchboard)
Pekka Perä, Chief Executive Officer Tel: +358 20 712 9800

Merlin PR Tel: +44 207 726 8400
David Simonson
Anca Spiridon

CONFERENCE CALL

A conference call on the operational and management update will be held on 7 October 2011 at 10:00 GMT/12:00 EET. The call will be held in English.

Participant - Finland: +358 (0)9 23 114 173
Participant - UK: +44 (0)1452 569 372

Conference ID: 17197066

Talvivaara Mining Company Plc

Talvivaara Operational and Management Update Oct 2011

Fri, 07 Oct 2011 09:01:17 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

7 October 2011

Operational and Management Update

Revised operating strategy focused on optimising profitability over

production volume in the short term

Organisational changes commenced to reflect Talvivaara's ongoing

evolution from a project to an operating company

Highlights

In response to the current market environment and decline in nickel prices, short term focus shifted from maximising production volume to optimising profitability
Full year 2011 production target a minimum of 16,000t of nickel
Q3 2011 nickel production 3,153t, year-to-date output at the end of September 11,319t
Unscheduled down-time in Q3 in metals recovery due to reduced availability of the hydrogen sulphide generators
Significant progress in materials handling and bioheapleaching with newly stacked heap section 1 and secondary heap being taken into production in the next few weeks; nickel inventory in heaps approximately 55,000t
Management systems being improved through organisational changes and performance enhancing projects
Metal Workers Union have warned of a potential strike in October/November 2011 which may impact operations

Near term focus on profitability due to current market environment

In view of the current volatility and uncertainty in the commodity and financial markets, Talvivaara management has developed a revised operating plan and made the strategic decision to focus on maximising profitability of operations rather than the production volume over the remainder of 2011. The Company intends to defer capital expenditure amounting to approximately EUR 10 million into 2012, bringing the total estimated capital expenditure for the current year down to approximately EUR 70 million. Savings in operational expenditure will be sought by minimising the use of contractors in materials handling and waste mining. The scale of mining operations will also be optimised with the target of maintaining the current level, around 55,000t, of nickel inventories in the heaps. Should there be a significant downward movement in the nickel price over the coming weeks, further cost savings may be sought by temporarily discontinuing mining and materials handling operations. Metals recovery will however continue with the target of steadily increasing production volumes.

Whilst the short term shift in focus may have some impact on Talvivaara's production volumes in 2012, the effect is not anticipated to be material as long as the current nickel inventory in the heaps is maintained.

In view of the short term foreseen availability of the metals recovery plant, the full year 2011 production target has been rebased to a minimum of 16,000t of nickel.

Production update

Metals recovery

Talvivaara's third quarter production suffered from problems in hydrogen sulphide generators during the latter half of the period. Because hydrogen sulphide is an essential reagent in the metals recovery process, the unforeseen down-time in the hydrogen sulphide generators had a direct impact on the production output, which for nickel amounted to 3,153t and for zinc to 7,286t for the quarter. Year-to-date production at the end of September amounted to 11,319t (Q1-Q3 2010: 6,550t) of nickel and 21,291t (Q1-Q3 2010: 16,092t) of zinc.

Both of Talvivaara's hydrogen sulphide generators were serviced and upgraded in the maintenance programme carried out during the second quarter. Following the maintenance, the generators functioned well, but the operating procedure followed in the hydrogen sulphide process subsequently proved more wearing to certain heating elements than previous experience would have suggested. The need for certain spare parts was therefore also higher than anticipated and the spare parts inventory proved insufficient. As delivery times of the specialty steels required for the spares were extended, the lack of availability resulted in limited capacity operation and down-time of the hydrogen sulphide generators and subsequently the entire metals recovery plant. During the third quarter, the overall availability of the hydrogen sulphide generators was approximately 57%, i.e. on average only one generator was operating at any given time. As the generators also often had to be operated below the name plate capacity, the overall capacity utilisation for the quarter was around 35%.

As of the beginning of October, approximately half of the hydrogen sulphide capacity was again in operation, and full capacity is expected to be reached during the second week of the month. However, the Company anticipates regulating the running rate of the generators below the full capacity in order to avoid further unscheduled stoppages and to maximise availability until a sufficient inventory of spare parts has been received. The spare parts inventory is expected to be at a sustainable level by the year end. In the meantime, regulation of the run rate is not expected to impact Talvivaara's ability to meet its stated production target for the current year.

The operating procedure for the hydrogen sulphide process has recently been improved such that the use of the heating elements is reduced, which in turn is anticipated to decrease the need for spare parts in the future.

Given the unscheduled down-time during the third quarter, the maintenance and upgrade measures originally scheduled for the fourth quarter have already been taken and no further stoppage is planned for the remainder of the year.

Materials handling

In materials handling, significant progress was made in primary heap reclaiming in August and September. The improved performance came partly as a result of allocating more of Talvivaara's own staff and equipment as well as contractor resources to the process, and partly as a result of better availability of the purpose-built reclaiming equipment. As a result of all of the measures taken, reclaiming of the primary heap is no longer a bottle-neck to the stacking of new ore and the entire materials handling process now operates at a satisfactory level.

Bioheapleaching

The newly stacked primary heap section 1 was completed in September and will be ready to be taken into production in the near future. With the secondary heap also ready to be taken into production, the amount of pregnant leach solution available for metals recovery will increase substantially over the next few weeks. Previously, solution has only been pumped to metals recovery from two heap sections at a time; hence these developments will approximately double up the amount of treatable solution and therefore enable significant ramp-up of production. The increased amount of solution will also make it easier to control and further improve the metal grades in solution.

Metal recoveries from bioheapleaching are progressing in line with expectations. Nickel recovery from heap section 3 has reached 65%; production from the heap started slightly over a year ago. Similar development is being seen also in heap section 4 with nickel recovery to date at around 45%. Leaching from the secondary heap is currently progressing faster than from any of the primary heaps.

Development of management systems and organisation

During the last three years, Talvivaara has held its focus tightly on solving technical problems in production and on de-bottlenecking all of the process stages. As a result, and having proven that all process stages can be run at design capacities, management is confident that no fundamental flaws in process technology nor any significant technical bottle-necks exist. The management systems applied in the Company have however received less attention to date and will require improvement going forward, especially as the most recent delays in production ramp-up have been the result of systems rather than technology related matters.

Reflecting Talvivaara's on-going transformation from a project into an operating entity as well as the increased focus on management systems, Talvivaara has restructured its production organisation. Effective as of 1 October 2011, the organisation has been divided into two operating divisions: the ore processes, i.e. mining and materials handling, and the metals processes, i.e. bioheapleaching and metals recovery. Recruitment of senior managers to both operating divisions is ongoing and the organisation will also be strengthened on all other levels. The management systems at the operational level will be addressed through a detailed management consultancy evaluation during the fourth quarter of 2011 and a performance improvement programme will be implemented in 2012.

All management systems are under review also on corporate level, including reorganisation of the Executive Committee and redefinition of the duties within it. Changes in the composition of the Executive Committee will be announced separately.

Liquidity position

Talvivaara's cash and cash equivalents amounted to EUR 38 million at the end of September 2011.

In June, Talvivaara signed a EUR 80 million revolving credit facility with Nordea Bank, primarily as back-up financing relating to the acquisition of Talvivaara Sotkamo shares from Outokumpu Mining. The facility is currently available but remains undrawn.
The Company also has obtained credit approvals from all participating banks for an amendment to an originally EUR 100 million revolving credit facility signed in June 2010. The amended facility will be expanded to EUR 130 million and its maturity will be extended by a year until 30 June 2014. The signing of the amendment agreement is pending approvals by Finnvera and Nyrstar to an amended intercreditor agreement. Once signed, the EUR 130 million facility will replace the EUR 80 million Nordea commitment.

Strike warning by the Metal Workers Union

The Finnish Metal Workers Union and the Trade Union Pro have announced an overtime ban to the Finnish technology industries. The two unions have also given a strike warning to 44 companies within the technology industries, including Talvivaara. Should an agreement with the unions not be reached in the interim, a two week strike from 21 October through 7 November is likely to follow.

Talvivaara anticipates its metals recovery plant will be declared emergency work due to environmental reasons and hence outside the scope of the strike. However, in the event the strike commences, it will have a significant impact on Talvivaara's mining and materials handling operations during the fourth quarter and, at worst, also on metals production.

Pekka Perä, CEO of Talvivaara, commented:

"Volatility and uncertainty have returned to the commodity and financial markets, including the nickel market. Being faced also with ongoing production constraints we have announced a number of measures today to maximise short-term profitability and address our operating and management needs."

"We are disappointed that we are experiencing ongoing problems with metals recovery as a result of difficulties with the hydrogen sulphide generators. We believe we have now identified improved operating procedures for the generators and are addressing spares shortages to enable more reliable production. The overall impact of the metals recovery problems will however constrain our production for the current year."

"The Board recognises that moving from a development to an operating company brings with it new requirements, and we are now implementing wide-ranging changes to our management structure and systems to address these. The changes will extend throughout the organisation, including the composition and duties of the Executive Committee. We will communicate further details of these latter changes shortly."

"Our priority remains to achieve a successful ramp-up to our planned production, but with great emphasis on cash flow generation and profitability."

ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 712 9800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer

Merlin PR Tel: +44 207 726 8400
David Simonson
Anca Spiridon

CONFERENCE CALL

A conference call on the operational and management update will be held on 7 October 2011 at 10:00 GMT/12:00 EET. The call will be held in English.

Participant - Finland: +358 (0)9 23 114 173
Participant - UK: +44 (0)1452 569 372

Conference ID: 17197066

Talvivaara Mining Company Plc

Talvivaara - Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Mon, 26 Sep 2011 09:46:02 +0300

Stock Exchange Release
Talvivaara Mining Company Plc.
26 September 2011

Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Talvivaara Mining Company Plc. ("Talvivaara") has on 26 September 2011 received the attached flagging notification in accordance with Chapter 2, Section 9 of the Finnish Securities Market Act from Solidium Oy. ("Solidium") regarding the shares of Talvivaara.

The holding of Solidium in Talvivaara has increased, through a share transaction concluded on 24 September 2011, to 12,418,718 ordinary shares of Talvivaara, representing in aggregate 5.05% percent of the issued ordinary share capital and total voting rights attached to shares in Talvivaara (above 5%).

Attachment
1. Name of the target company
Talvivaara Mining Company Plc.

2. Basis for the flagging obligation
Share Transaction

3. Date when the holdings have changed
24 September 2011

4. Holdings of the target company's voting rights and share capital
Holding of Solidium in Talvivaara is as follows:

Shares and voting rights attached to them
Number of shares	% of shares	Number of voting rights	% of voting rights
12,418,718	5.05%	12,418,718	5.05%

5. Name of shareholder and business identification code
Solidium Oy, (Business ID 2245475-9)

Enquiries

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Saila Miettinen-Lähde, Chief Financial Officer
Pekka Erkinheimo, Chief Commercial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara share subscriptions based on stock options 2007A and 2007B

Wed, 21 Sep 2011 10:37:10 +0300

Stock Exchange Release

Talvivaara Mining Company Plc.

21 September 2011

Talvivaara share subscriptions based on stock options 2007A and 2007B

A total of 48,000 Talvivaara Mining Company Plc's new shares were subscribed for during the period between 1 July 2011 and 31 August 2011 under the company's stock option rights 2007A and a total of 6,000 company's new shares were subscribed for during the period between 1 July 2011 and 31 August 2011 under the company's stock option rights 2007B. The entire subscription price of EUR 138,238.71 will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc shares will increase to 245,781,803.

The shares subscribed for under the stock options were registered in the Trade Register on 21 September 2011, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 22 September 2011.Talvivaara will also apply for admission of the shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange and it is expected that the admission will take place and that trading will commence on or about 22 September 2011.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012 and for stock options 2007B between 1 April 2011 and 31 March 2013. By 31 August 2011 a total of 340,586 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 1,992,514 stock option rights 2007A remain unexercised and a total of 48,763 company's new shares were subscribed for under the stock option rights 2007B and a total of 2,284,337 stock option rights 2007B remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

http://www.talvivaara.com/investors/financial_information/share-options-plan

https://www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/Talvivaara

ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Mining Company Interim Report for January-June 2011

Wed, 17 Aug 2011 09:00:00 +0300

STOCK EXCHANGE RELEASE
17 August 2011

Talvivaara Mining Company Interim Report for January-June 2011
Focus on production reliability

Highlights

Q2 2011

Nickel production of 3,951t despite an extended maintenance and upgrade stoppage in April-May; all planned measures at the metals recovery plant completed
Net sales of EUR 37.6m adversely impacted by a high nickel inventory at the end of the quarter caused by a maintenance stoppage at Norilsk Nickel Harjavalta and a decrease in nickel price
Operating loss EUR (1.2)m
Acquisition of an additional 4% shareholding in the operating subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy for EUR 60 million in June; option to acquire Outokumpu's remaining 16% shareholding in Talvivaara Sotkamo Ltd for EUR 240 million

H1 2011

Nickel production of 8,166t, up 245% versus H1 2010
Net sales EUR 104.1m (H1 2010: EUR 46.9m)
Operating profit EUR 10.4m (H1 2010: EUR 0.2m)

Highlights after the reporting period

Talvivaara was included in the OMX Helsinki 25 index of the Helsinki Stock Exchange from 1 August 2011 onwards

Key figures

EUR million	Q2 2011	Q2 2010	Q1-Q2 2011	Q1-Q2 2010	FY 2010
Net sales	37.6	35.2	104.1	46.9	152.2
Operating profit (loss)	(1.2)	2.5	10.4	0.2	25.5
% of net sales	(3.1%)	7.2%	10.0%	0.4%	16.7%
Profit (loss) for the period	(4.6)	(16.8)	8.1	(33.7)	(13.1)
Earnings per share, EUR	(0.02)	(0.06)	0.02	(0.12)	(0.06)
Equity-to-assets ratio	29.8%	38.4%	29.8%	38.4%	31.3%
Net interest bearing debt	417.0	190.7	417.0	190.7	315.0
Debt-to-equity ratio	125.0%	51.6%	125.0%	51.6%	82.8%
Capital expenditure	25.1	36.3	35.5	55.3	115.7
Cash and cash equivalents at the end of the period	46.5	35.4	46.5	35.4	165.6
Number of employees at the end of the period	481	382	481	382	389

All reported figures in this release are unaudited.

CEO Pekka Perä comments: "Our second quarter operations were focused on improving production reliability through an extensive upgrading and maintenance programme at the metals recovery plant. Whilst this work necessitated holding back our ramp-up plans, I am pleased to report that the upgrade has been completed and that both production lines are now back in operation. However, I must also underline the need for our continued improvement in running the plant in an optimised fashion and minimising production disturbances through preventative maintenance. These same targets hold true also for our other processes, especially materials handling, where our efforts to get the primary heap reclaiming to work at full capacity went on throughout the second quarter and will continue into the third.

We are also placing continued emphasis on further mitigation of odour, dust and water emissions to the environment. We have set ourselves the goal of becoming an industry leader in environmentally sustainable mining and want to avoid causing any environmental concerns in the nearby communities. Naturally, we must also ensure we can comply with our environmental permit on a sustainable basis.

Our financial performance for the second quarter reflected our production stoppage in April-May as well as declining nickel prices. Due to a maintenance stoppage at Norilsk Nickel Harjavalta, we were also left with a sizeable nickel inventory, which pushed close to EUR 20 million in net sales beyond the end of the quarter. Norilsk Nickel is again receiving concentrate and we expect the impact of this inventory increase to be fully recovered in the third quarter.

After the quarter end, market conditions have become challenging once again, with nickel prices declining back to their 2011 lows seen earlier in the summer, and the very recent financial markets volatility impacting business confidence. We expect however to counter the difficult market environment with the continued production ramp-up, and greater sustained production reliability during the second half of the year."

Enquiries:

Talvivaara Mining Company Plc Tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, CFO

Merlin PR Tel. +44 20 726 8400
David Simonson
Anca Spiridon

Webcast and conference call on 17 August 2011 at 12:00 GMT/14:00 EET

A combined webcast and conference call on the January-June 2011 Interim Result will be held on 17 August 2011 at 12:00 GMT/14:00 EET. The call will be held in English.

The webcast can be accessed through the following link:

http://qsb.webcast.fi/t/talvivaara/talvivaara_2011_0817_Q2/

A conference call facility will be available for a Q&A with senior management following the presentation.

Participant - Finland: +358 (0)9 2313 9201
Participant - UK: +44 (0)20 7162 0077
Participant - US: +1 334 323 6201

Conference id: 891449

The webcast will also be available for viewing on the Talvivaara website shortly after the event.

Financial review

Q2 2011 (April-June)

Net sales and financial result

Talvivaara's net sales for nickel and cobalt deliveries to Norilsk Nickel and for zinc deliveries to Nyrstar during the three months ended 30 June 2011 amounted to EUR 37.6 million (Q2 2010: EUR 35.2 million). The net sales decreased by 43.4% compared to Q1 2011 due to a high nickel inventory at the end of the quarter, and adverse changes in the EUR/USD exchange rate and nickel price. More specifically, substantial nickel and cobalt deliveries to Norilsk Nickel were delayed into the third quarter due to a maintenance stoppage at Norilsk Nickel Harjavalta. Also, the final settlement in Q2 2011 of sales that were provisionally invoiced and recorded in Q1 2011, lead to foreign exchange losses of EUR 2.0 million and to nickel price losses of EUR 12.0 million. During the second quarter, the EUR/USD exchange rate increased from 1.3825 to 1.4453 and the LME nickel cash price decreased from 28,873 USD/tonne to 23,113 USD/tonne. Product deliveries during the period amounted to 2,705 tonnes of nickel, 64 tonnes of cobalt and 6,682 tonnes of zinc.

Materials and services during the second quarter amounted to EUR (31.9) million (Q2 2010: EUR (21.4) million) and, relative to the level of production, were in line with the previous quarter. Other operating expenses were EUR (16.7) million in Q2 2011 (Q2 2010: EUR (7.8) million), reflecting a 54.4% increase in maintenance costs compared to the previous quarter due to the extended maintenance programmes carried out in April-May.

Operating loss for Q2 2011 was EUR (1.2) million (Q2 2010: profit of EUR 2.5 million). Loss for the period amounted to EUR (4.6) million (Q2 2010: EUR (16.8) million).

Balance sheet

Capital expenditure during the quarter totalled EUR 25.1 million (Q2 2010: EUR 36.3 million). The expenditure related primarily to the construction of secondary heap foundations and a gypsum pond, equipment needed for secondary leaching, and dust removal.

In June, Talvivaara Mining Company Plc acquired an additional 4% shareholding in its operating subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy for EUR 60 million. As a result of the acquisition, Talvivaara Mining Company's ownership in Talvivaara Sotkamo increased from 80% to 84%. The equity effect of the share acquisition is described below in the H1 2011 Balance sheet section.

H1 2011 (January-June)

Net sales and financial result

Talvivaara's net sales during the six months ended 30 June 2011 amounted to EUR 104.1 million (H1 2010: EUR 46.9 million). The revenues came from the deliveries of 6,551 tonnes of nickel, 15,418 tonnes of zinc, and approximately 140 tonnes of cobalt.

The Group's other operating income amounted to EUR 1.4 million (H1 2010: EUR 16.7 million) and came mainly from fair value gains on foreign exchange derivatives and indemnities on losses relating to certain equipment failures.

Materials and services during the six months ended 30 June 2011 amounted to EUR (68.2) million (H1 2010: EUR (41.4) million) with the rise from the previous year stemming from increased level of production.

Employee benefit expenses including the value of employee expenses related to the employee share option scheme of 2007 were EUR (13.4) million (H1 2010: EUR (9.9) million). The increase was attributable to the increased number of personnel.

Other operating expenses amounted to EUR (30.3) million (H1 2010: EUR (19.3) million), of which energy and maintenance costs comprised over two thirds. The impact of maintenance costs was particularly high in the second quarter due to the maintenance and upgrading programmes carried out in April-May.

Operating profit amounted to EUR 10.4 million (H1 2010: EUR 0.2 million), which represents 10.0% of the net sales during the period.

Finance income for the six month period was EUR 20.1 million (H1 2010: EUR 4.9 million) and consisted mainly of exchange rate gains of EUR 18.5 million relating to the advance payment received from Nyrstar for the zinc streaming agreement entered into in February 2010. Finance costs of EUR (18.5) million (H1 2010: EUR (50.3) million) were mainly caused by interests on borrowings.

The Company's profit for the period amounted to EUR 8.2 million (H1 2010: loss of EUR (33.7) million).

The total comprehensive income for H1 of 2011 was EUR 3.3 million (H1 2010: EUR (39.6) million), including a reduction in hedge reserves resulting from the occurrence of the hedged sales.

Balance sheet

Capital expenditure during H1 2011 totalled EUR 35.5 million (H1 2010: EUR 55.3 million). The expenditure related primarily to secondary heap foundations, secondary leaching, gypsum pond and dust removal. On the consolidated statement of financial position as at 30 June 2011, property, plant and equipment totalled EUR 741.0 million (31 December 2010: EUR 728.2 million).

In the Group's assets, inventories amounted to EUR 219.1 million on 30 June 2011 (31 December 2010: EUR 175.4 million). The increase in inventories reflected the ramp-up of production and the consequent increase in the amount of ore stacked on heaps, valued at cost.

Trade receivables amounted to EUR 25.4 million on 30 June 2011 (31 December 2010: EUR 52.4 million). The decrease in trade receivables reflected the maintenance stoppage at Norilsk Nickel Harjavalta and the consequent high nickel inventories at Talvivaara at the end of the period.

On 30 June 2011, cash and cash equivalents, including short-term deposits of EUR 11.9 million, totalled EUR 46.5 million (31 December 2010: EUR 165.6 million).

In equity and liabilities, the total equity amounted to EUR 333.6 million on 30 June 2011 (31 December 2010: EUR 380.3 million). Subsequent to Talvivaara Mining Company's acquisition of an additional 4% shareholding in its operating subsidiary Talvivaara Sotkamo, the equity decreased by EUR 61.5 million as the acquisition price of EUR 60 million and the transaction costs of EUR 1.5 million were deducted from equity under to IFRS. On the other hand, the equity component of EUR 9.0 million for the EUR 225 million senior unsecured convertible bonds due 2015 was recognised in equity during the period.

A total of 370,507 new shares were subscribed for during H1 2011 under the company's stock option rights 2007A and 2007B and the convertible bonds due 2015. The entire subscription price of EUR 2.2 million was recognised in equity.

Borrowings decreased from EUR 480.6 million on 31 December 2010 to EUR 463.5 million at the end of June 2011. The changes in borrowings during the period included determination of the equity component for the senior unsecured convertible bonds due 2015 after an Extraordinary General Meeting of Talvivaara resolved to approve the issue of special rights in January 2011.

Total advance payments as at 30 June 2011 amounted to EUR 252.5 million (31 December 2010: EUR 267.1 million). The changes in advance payments during H1 2011 included the addition of a EUR 7.0 million advance payment by Cameco Corporation relating to the uranium off-take agreement and non-cash exchange rate gains of approximately EUR 18.5 million on the Nyrstar advance payment. The Nyrstar advance payment was also amortised by USD 4.1 million as a result of 15,418 tonnes of zinc deliveries during the first half of 2011. The remaining USD equivalent of the Nyrstar advance payment amounted to USD 326.0 million on 30 June 2011.

Total equity and liabilities as at 30 June 2011 amounted to EUR 1,118.7 million (31 December 2010: EUR 1,216.3 million).

Financing

Negotiations also commenced in June to amend the EUR 100 million revolving credit facility signed in June 2010 with Nordea Bank, Svenska Handelsbanken and Danske Bank to accommodate the share transaction with Outokumpu Mining and to also otherwise amend the agreement to reflect Talvivaara's current stage of development. Final bank approvals of the amendments are pending but expected in August 2011. Upon approval of the amendment agreement, the EUR 100 million revolving credit facility will replace the EUR 80 million commitment by Nordea Bank.

In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. According to the terms set forth in the agreement Cameco is to provide an upfront investment of up to USD 60 million to cover the construction costs of the uranium extraction circuit. Talvivaara will repay the investment through deliveries of uranium concentrate during the initial years of the agreement. Once the capital sum has been repaid all uranium concentrate produced thereafter until 31 December 2027 will be bought by Cameco at a price based on market prices at the time of delivery.

In January, an Extraordinary General Meeting of Talvivaara resolved to approve the proposal of the Board of Directors for the issue of special rights in relation to EUR 225 million senior unsecured convertible bonds due 2015 which were issued on in December 2010. The bonds are convertible into 27.0 million fully paid ordinary shares of the Company. The interest rate applied to the convertible bond is 4.00% and the yield to maturity 6.50%, reflecting a redemption price of 114.5% at maturity.

Currency option programme

Going concern

Talvivaara Group's forecasts and projections, taking account of the Group's current liquidity position and reasonably possible changes in production, metal prices and foreign exchange rates, indicate the Group to be able to continue in operational existence with adequate financial resources for the foreseeable future. The Group therefore continues to adopt the going concern basis in preparing its consolidated financial statements.

Production review

During the second quarter, operations at the Sotkamo mine focused on improving production reliability through an extensive maintenance and upgrading programme carried out at the metals recovery plant. The programme involved the increasing of sulphur melting and certain pumping capacities, cleaning and upgrading of hydrogen sulphide generators, inspection and maintenance of reactors and thickeners, and numerous small modification items, e.g. doubling up of selected process pipelines, that will help improve production reliability and sustainable capacity. The main findings from the thorough inspections included largely anticipated levels of wear and tear; no unexpected or serious corrosion was found. In the hydrogen sulphide generators large amounts of contamination were found and identified as the main cause of the reduced hydrogen sulphide capacity during the winter and spring. As the primary source of the contamination was determined to be dust from crushing and screening, measures were also taken to prevent dust from entering the sulphur storage area.

The maintenance and upgrading works commenced in early April and were completed in late May. While most of the work was carried out while one production line at the plant was operating, a full stoppage of fifteen days was also required. In view of the length of the full stoppage and the fact that for most of April and May only one production line at a time was operating, the achieved production output in Q2 2011 of 3,951t of nickel (Q2 2010: 2,729t) and 7,662t of zinc (Q2 2010: 5,575t) can be considered satisfactory. Furthermore, operation of the plant after the completion of the upgrading and maintenance programme has proven the facility to have sufficient capacity for full scale operation.
For the half-year, nickel output amounted to 8,166t, representing an increase of 245% over the 3,339t of nickel production achieved during the first half of 2010. The corresponding half-year figures for zinc were 14,005t in 2011 and 8,535t in 2010.

The mining department produced 2.8Mt of ore (Q2 2010: 3.5Mt) and 5.3Mt of waste (Q2 2010: 4.1Mt). The emphasis was again on waste mining to provide material for levelling the ground for the secondary heap foundations. Ore mining continued to be restricted due to the bottle-neck in primary heap reclaiming.

In materials handling, the focus was on primary heap reclaiming, which was initially delayed by a contractor change in Q1 2011 and has subsequently suffered from continued commissioning issues with the purpose-built reclaiming system. Modifications to the reclaiming equipment were made during the second quarter in order to improve the feeding of ore into the system. Additional reclaiming capacity was also obtained by engaging a second contractor to excavate and crush ore from the heap. Despite these efforts, crushing and stacking of ore continued to be restricted by the limited reclaiming capacity and amounted in Q2 2011 to 2.8Mt (Q2 2010: 3.7Mt) and during the first half of the year to 4.7Mt (Q1-Q2 2010: 7.0Mt).

Bioheapleaching continued to progress well during the second quarter. The average nickel grades in solution pumped to metals recovery increased from 2.3 g/l in April to 3.0 g/l in June. The main sources of leach solution were heap sections 3 and 4. Leaching in the secondary heap also progressed well, but solution from the secondary leaching was not yet pumped to metals recovery due to the yet insufficient size of the secondary heap.

Production key figures

		Q2 2011	Q2 2010	Q1-Q2 2011	Q1-Q2 2010	FY 2010
Mining
Ore production	Mt	2.8	3.5	4.9	6.6	13.3
Waste production	Mt	5.3	4.1	10.4	6.5	16.7
Materials handling
Stacked ore	Mt	2.8	3.7	4.9	7.0	13.3
Bioheapleaching
Ore under leaching	Mt	29.2	18.0	29.2	18.0	24.3
Metals recovery
Nickel metal content	Tonnes	3,951	2,729	8,166	3,339	10,382
Zinc metal content	Tonnes	7,662	5,575	14,005	8,535	25,462

Sustainable development and permitting

Emissions to the environment

Environmental monitoring during the second quarter confirmed Talvivaara to comply with all of its environmental permit limits for water emissions. Similarly, the hydrogen sulphide emissions have been within the permitted limits. Despite the already achieved good results, work aimed at minimizing the odour discharges continues with process and equipment modifications. Dust emissions have been within permitted limits in all but one measurement point at the screening building.

Permitting

The environmental permit application for uranium extraction was submitted to the regional environmental permitting agency in March. Application for the renewal of the existing environmental permit was also submitted in March. Public notice on both permit applications is expected during the autumn, following Talvivaara's responses to the relevant authorities' requests for amendments by the end of August.

Baseline studies of the environment and preparations for the Environmental Impact Assessment relating to the potential production expansion (Operation Overlord) and the expansion of the mining concession area continued during the second quarter. The Environmental Impact Assessment is anticipated to commence during the fourth quarter of 2011 and to cover certain parallel process options, as the final production processes and end products have not yet been chosen. Following the EIA, Talvivaara expects to submit the environmental permit application for the expansion in 2012.

In April 2010, Talvivaara applied to the Ministry of Employment and Economy for a permit to extract uranium as a by-product, in accordance with the Nuclear Energy Act. Processing of the permit application at the Ministry of Employment and Economy is ongoing and the Talvivaara expects to obtain this permit in late 2011.

Safety and security

At the end of the second quarter, the injury frequency among the Talvivaara personnel was 13.1 lost time injuries/million working hours on a rolling 12 month basis (31 December 2010: 10.7 lost time injuries/million working hours).

Planned uranium extraction and uranium off-take agreement with Cameco Corporation

In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. Under the terms of the agreement, Cameco will provide an up-front investment, up to a maximum of USD 60 million, to cover the construction cost of the uranium extraction circuit and related facilities. Cameco's capital contribution will be repaid through deliveries of uranium concentrate in the initial years of the agreement.

Annual uranium production is estimated at 350tU (ca. 770,000 pounds), corresponding to approximately 410t (900,000 pounds) of yellow cake (UO₄).

Cameco is providing technical assistance to Talvivaara in the design, construction, commissioning and operation of the uranium extraction circuit to be constructed at the Sotkamo mine.

During the second quarter, preparations for the construction of the uranium recovery facility continued and the key components of the uranium extraction circuit were ordered. Commissioning of the facility, subject to receiving the necessary permits and authorizations, is expected during the second half of 2012.

Production expansion - Operation Overlord

Conceptual studies relating to production expansion beyond 50,000tpa of nickel continued. Recruiting of a dedicated project team progressed during the second quarter, strengthening the team to nine members with metallurgical, infrastructure, bioheapleaching, materials handling and project coordination expertise. Recruiting to the project team continues targeting added expertise in environmental and water management issues, and automation.

Acquisition of an additional 4% shareholding in the operating subsidiary Talvivaara Sotkamo Ltd from Outokumpu Mining Oy

Simultaneously, Talvivaara entered into an exclusive option agreement with Outokumpu Mining and Outokumpu Oyj (the "Option") whereby it will have the right, at its sole discretion, in one or more instalments, to acquire Outokumpu Mining's remaining 16% shareholding in Talvivaara Sotkamo for EUR 240 million at any time prior to 31 March 2012. Should Talvivaara choose to exercise the Option, entirely or partially, it will consider appropriate funding arrangements for the payment of the exercise price at that time.

Fulfilment of minimum transportation requirement on Talvivaara-Murtomäki railroad

In 2008-2009, Talvivaara constructed a 25 km railway connecting the Talvivaara mine with the national railway grid. Subject to agreed minimum transportation volumes on the railroad being achieved, the Finnish State agreed to reimburse the construction expenses to Talvivaara Infrastructure Oy up to an amount of EUR 40 million (0% VAT) in two instalments and to redeem the railroad as part of the national rail grid. The first agreed transportation milestone was reached in 2010 and the Finnish State subsequently paid EUR 20 million as a partial reimbursement. The remaining minimum transportation volumes were reached in January 2011 and documentation work with the relevant authorities has since been ongoing in order to effect the final redemption payment during 2011.

Annual General Meeting

Talvivaara's Annual General Meeting was held on 28 April 2011 in Sotkamo, Finland. The resolutions of the AGM included:

that no dividend be paid for the financial year 2010;
that the annual fee payable to the members of the Board in 2012 be as follows: Chairman of the Board EUR 160,000, Deputy Chairman (Senior Independent Director) EUR 69,000, Chairman of the Audit Committee EUR 69,000, Chairman of the Nomination Committee EUR 53,000, Chairman of the Remuneration Committee EUR 53,000, Chairman of the Sustainability Committee EUR 53,000, other Non-executive Directors and Executive Directors EUR 48,000;
that the number of Board members be seven and that Mr. Edward Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä, Mr. Tapani Järvinen and Ms. Saila Miettinen-Lähde be re-elected as Board Members;
that the auditor be reimbursed according to the auditor's approved invoice and authorised public accountants PricewaterhouseCoopers Oy be elected as the company's auditor for the financial year 2011;
that the Board be authorised to decide on the repurchase, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares. The repurchase authorisation is valid until 27 October 2012. The proposed authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 15 April 2010; and
that the Company shall issue stock options partly to the key employees and partly to the personnel of the Company and its subsidiaries. The maximum total number of stock options issued will be 5,500,000 and the stock options entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or to receive existing shares held by the Company. The beginning of the share subscription period shall require attainment of certain operational or financial targets determined by the Board annually.

Risk management and principal risks

Talvivaara's operations are affected by various risks common to the mining industry, such as risks relating to the development of Talvivaara's mineral deposits, estimates of reserves and resources, infrastructure risks, and volatility of commodity prices. There are also risks related to counter parties, currency exchange ratios, management and control systems, historical losses and uncertainties about the future profitability of Talvivaara, dependence on key personnel, effect of laws, governmental regulations and related costs, environmental hazards, and risks related to Talvivaara's mining concessions and permits.

In the short term, Talvivaara's key operational risks relate to the ongoing ramp-up of operations. While the Company has demonstrated that all of its production processes work and can be operated on an industrial scale, the rate of ramp-up is still subject to risk factors, including various technical and operational risks, that may currently be unknown or are beyond the Company's control. In order to better mitigate operational risks going forward, Talvivaara has in place an ongoing production reliability programme, which targets at reducing downtime and risk of accidents through detailed evaluation of all equipment and processes and subsequent improvement of operating procedures and maintenance. The Company has also recently carried out and is planning further maintenance and upgrading programmes at the metals recovery plant in order to improve plant availability and capacity in the future.

The market price of nickel is, together with production volumes, the main determinant of Talvivaara's revenues. The volatility of nickel price has historically been high and the volatility is in the Company's view likely to persist also in the future. Talvivaara is unhedged against variations in nickel prices, which means that nickel price volatility will have a substantial effect on the Company's revenues and result. Full or substantially full exposure to nickel prices is in line with Talvivaara's strategy and supported by the Company's view that it can operate the Talvivaara mine profitably also during the lows of commodity price cycles.

Personnel

The number of personnel employed by the Group on 30 June 2011 was 481 (Q2 2010: 382), including 65 summer trainees.

Wages and salaries paid during the first three months of the year totalled EUR 8.7 million (Q2 2010: EUR 6.7 million).

As part of the Group's long term incentive plan, the employees of Talvivaara resolved on 18 June 2011 to establish a Group personnel fund to manage the earnings bonuses paid by Talvivaara. In accordance with its byelaws, the fund will invest a substantial proportion of its assets in Talvivaara Mining Company shares. The fund is managed by personnel representatives elected by the employees. Registration of the fund is pending at the Ministry of Employment and Economy.

Shares and shareholders

The number of shares issued and outstanding and registered on the Euroclear Shareholder Register as of 30 June 2011 was 245,727,603. Including the effect of the EUR 85 million convertible bond of 14 May 2008, the EUR 225 million convertible bond of 16 December 2010 and the Option Scheme of 2007, the authorised full number of shares of the Company amounted to 290,636,391.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012 and for stock options 2007B between 1 April 2011 and 31 March 2013. By 30 June 2011 a total of 292,586 Talvivaara Mining Company's new shares had been subscribed for under the stock option rights 2007A and a total of 2,040,514 stock option rights 2007A remain unexercised. A total of 42,763 new shares of Talvivaara were subscribed for under the stock option rights 2007B and a total of 2,290,337 stock option rights 2007B remain unexercised. In addition, a total of 214,736 new shares of the Company were subscribed for under the convertible bonds due 2015.

As at 30 June 2011, the shareholders who held more than 5% of the shares and votes of Talvivaara were Pekka Perä (23.0 %), Varma Mutual Pension Insurance Company (8.6%), BlackRock Investment Management (6.0%) and Ilmarinen Mutual Pension Insurance Company (5.4%).

Events after the review period

Inclusion of Talvivaara Mining Company in the OMX Helsinki 25 index

Talvivaara was included in the OMX Helsinki 25 index of the Helsinki Stock Exchange from 1 August 2011.

Short-term outlook

Operational outlook

The nickel inventory build-up of the second quarter is expected to be recovered during the third quarter, which in turn is likely to have a substantial positive impact on the Group's Q3 2011 financial result.

The maintenance and upgrading stoppage planned for the second half of 2011 is likely to be scheduled for the fourth quarter.

Production ramp-up at the Sotkamo mine has continued and Talvivaara expects its nickel production for the current year to report towards the lower end of the previously given guidance range of 22,000-28,000t.

Near term progress in the reclaiming and stacking of the primary heap is critical in view of the 2012 production targets. The production guidance for the coming year will be reassessed based on the performance of these processes over the next 2-3 months. The availability and utilization rate of the metals recovery plant in the near future will also be a factor.

Market outlook

The third quarter of 2011 started relatively positively for base metals with nickel price climbing to around USD 25,000 per tonne and zinc reaching USD 2,500 per tonne. However, the recently heightened macroeconomic concerns over, amongst others, a slowdown of economic growth, the US debt burden and the Eurozone sovereign debt issues, have impacted also the commodity markets. This has resulted in the whole base metals complex retracting lower and in nickel price declining to its lowest level in 2011 at around USD 21,000 per tonne. Whilst this movement has been predominantly driven by speculative trading and the overall de-risking taking place across asset classes, prolonged macroeconomic concerns may also begin to impact the fundamental supply-demand balance and hence the nickel price. On the other hand, the global nickel market has remained in a deficit throughout the first half of the year with LME nickel stocks currently around their lowest levels since early 2009. An increase in production especially from ferronickel and nickel pig iron is predicted, but a significant shift of the supply-demand balance is not expected in the near term.

Overall, the short-term outlook for nickel is uncertain and volatility across the base metals complex is likely to remain high. The macroeconomic uncertainties create downside risks, but longer term fundamentals, including marginal cost of production, would appear to support the nickel price at around USD 20,000 per tonne.

17 August 2011

Talvivaara Mining Company Plc
Board of Directors

CONSOLIDATED INCOME STATEMENT
(all amounts in EUR '000)	Unaudited three months to 30 Jun 11	Unaudited three months to 30 Jun 10	Unaudited six months to 30 Jun 11	Unaudited six months to 30 Jun 10
Net sales	37,647	35,248	104,114	46,854

Other operating income	1,085	1,283	1,421	16,711
Changes in inventories of finished goods and work in progress	26,893	13,084	39,674	32,159
Materials and services	(31,894)	(21,439)	(68,204)	(41,369)
Personnel expenses	(6,626)	(5,004)	(13,421)	(9,856)
Depreciation, amortization, depletion and impairment charges	(11,618)	(12,786)	(22,816)	(25,032)
Other operating expenses	(16,671)	(7,843)	(30,335)	(19,268)

Operating profit (loss)	(1,184)	2,543	10,433	199
Finance income	4,320	3,713	20,053	4,864
Finance cost	(9,125)	(28,988)	(18,512)	(50,316)
Finance income (cost) (net)	(4,805)	(25,275)	1,541	(45,452)
Profit (loss) before income tax	(5,989)	(22,732)	11,974	(45,253)

Income tax expense	1,356	5,968	(3,823)	11,553

Profit (loss) for the period	(4,633)	(16,764)	8,151	(33,700)
Attributable to:
Owners of the parent	(3,937)	(15,025)	4,902	(28,886)
Non-controlling interest	(696)	(1,739)	3,249	(4,814)
	(4,633)	(16,764)	8,151	(33,700)
Earnings per share for profit (loss) attributable to the owners of the parent expressed in EUR per share)
Basic and diluted	(0.02)	(0.06)	0.02	(0.12)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(all amounts in EUR '000)	Unaudited three months to 30 Jun 11	Unaudited three months to 30 Jun 10	Unaudited six months to 30 Jun 11	Unaudited six months to 30 Jun 10
Profit (loss) for the period	(4,633)	(16,764)	8,151	(33,700)
Other comprehensive income,
items net of tax
Cash flow hedges	(2,335)	(2,857)	(4,879)	(5,876)
Other comprehensive income, net of tax	(2,335)	(2,857)	(4,879)	(5,876)

Total comprehensive income	(6,968)	(19,621)	3,272	(39,576)

Attributable to:
Owners of the parent	(6,000)	(17,311)	804	(33,587)
Non-controlling interest	(968)	(2,310)	2,468	(5,989)
	(6,968)	(19,621)	3,272	(39,576)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(all amounts in EUR '000)	Unaudited as at 30 Jun 11	Audited as at 31 Dec 10	Unaudited as at 30 Jun 10
ASSETS
Non-current assets
Property, plant and equipment	741,006	728,226	663,154
Biological assets	8,317	8,464	8,112
Intangible assets	7,559	7,737	7,734
Deferred tax assets	21,104	22,421	35,199
Other receivables	2,970	7,626	7,600
Available-for-sale financial assets	590	464	-
	781,546	774,938	721,799
Current assets
Inventories	219,105	175,361	136,824
Trade receivables	25,352	52,354	26,736
Other receivables	6,094	8,702	3,680
Financial assets at fair value through profit or loss	11,898	-	-
Derivative financial instruments	703	40	-
Cash and cash equivalent	34,628	165,555	35,431
	297,780	402,012	202,671
Assets held for sale	39,395	39,391	39,372
Total assets	1,118,721	1,216,341	963,842
EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital	80	80	80
Share issue	-	91	340
Share premium	8,086	8,086	8,086
Hedge reserve	3,770	7,494	11,866
Other reserves	447,929	433,012	439,020
Retained earnings	(142,032)	(84,322)	(100,254)
	317,833	364,441	359,138
Non-controlling interest in equity	15,802	15,831	10,777
Total equity	333,635	380,272	369,915
Non-current liabilities
Borrowings	423,903	437,623	196,756
Advance payments	218,454	231,812	259,559
Trade payables	-	17	-
Derivative financial instruments	-	-	1,557
Provisions	5,278	3,935	2,453
	647,635	673,387	460,325
Current liabilities
Borrowings	39,622	42,934	29,404
Advance payments	34,093	35,243	32,012
Trade payables	40,035	39,408	31,580
Other payables	22,644	43,820	39,788
Derivative financial instruments	1,057	1,277	818
	137,451	162,682	133,602
Total liabilities	785,086	836,069	593,927
Total equity and liabilities	1,118,721	1,216,341	963,842

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Share capital
Share issue
Share premium
Hedge reserve
Invested unrestricted equity
Other reserves
Retained earnings
Total
Non-controlling interest
Total equity

(all amounts in EUR '000)	A	B	C	D	E	F	G	H	I	J
1 Jan 10	80	-	8,086	16,567	401,248	16, 200	(71, 368)	370, 813	11, 784	382, 597
Profit (loss) for the period	-	-	-	-	-	-	(28, 886)	(28, 886)	(4, 814)	(33, 700)
Other comprehesive income
- Cash flow hedges	-	-	-	(4,701)	-	-	-	(4, 701)	(1, 175)	(5, 876)
Total comprehensive income for the period	-	-	-	(4,701)	-	-	(28, 886)	(33, 587)	(5, 989)	(39, 576)
Transactions with owners
Stock options	-	340	-	-	11	-	-	351	-	351
Perpetual capital loan	-	-	-	-	-	19, 925	-	19, 925	4, 982	24, 907
Employee share option scheme
- value of employee services	-	-	-	-	-	1, 636	-	1, 636	-	1, 636
Total contribution by and distribution to owners	-	340	-	-	11	21, 561	-	21, 912	4, 982	26, 894
Total transactions with owners	-	340	-	-	11	21, 561	-	21, 912	4, 982	26, 894
30 Jun 11	80	340	8,086	11,866	401,259	37, 761	(100, 254)	359, 138	10, 777	369, 915
31 Dec 10	80	91	8,086	7,494	401,612	31, 400	(84, 322)	364, 441	15, 831	380, 272
1 Jan 11	80	91	8,086	7,494	401,612	31, 400	(84, 322)	364, 441	15, 831	380, 272
Profit (loss) for the period	-	-	-	-	-	-	4, 902	4, 902	3, 249	8, 151
Other comprehesive income
- Cash flow hedges	-	-	-	(4,098)	-	-	-	(4, 098)	(781)	(4, 879)
Total comprehensive income for the period	-	-	-	(4,098)	-	-	4, 902	804	2, 468	3, 272
Transactions with owners
Stock options	-	(91)	-	-	502	-	-	411	-	411
Conversion of convertible bond	-	-	-	-	1,800	-	-	1, 800	-	1, 800
Acquisition of subsidiary	-	-	-	374	-	996	(60, 721)	(59, 351)	(2, 137)	(61, 488)
Perpetual capital loan	-	-	-	-	-	-	(1, 891)	(1, 891)	(360)	(2, 251)
Incentive arrangement for Executive Management	-	-	-	-	-	47	-	47	-	47
Convertible bond, equity component	-	-	-	-	-	9, 018	-	9, 018	-	9, 018
Employee share option scheme
- value of employee services	-	-	-	-	-	2, 554	-	2, 554	-	2, 554
Total contribution by and distribution to owners	-	(91)	-	374	2,302	12, 615	(62, 612)	(47, 412)	(2, 497)	(49, 909)
Total transactions with owners	-	(91)	-	374	2,302	12, 615	(62, 612)	(47, 412)	(2, 497)	(49, 909)
30 Jun 2011	80	-	8,086	3,770	403,914	44, 015	(142, 032)	317, 833	15, 802	333, 635

CONSOLIDATED STATEMENT OF CASH FLOWS
(all amounts in EUR '000)	Unaudited three months to 30 Jun 11	Unaudited three months to 30 Jun 10	Unaudited six months to 30 Jun 11	Unaudited six months to 30 Jun 10
Cash flows from operating activities
Profit (loss) for the period	(4,633)	(16,764)	8,151	(33,700)
Adjustments for
Tax	(1,357)	(5,968)	3,822	(11,553)
Depreciation and amortization	11,618	12,786	22,816	25,032
Other non-cash income and expenses	(12,012)	(2,459)	(17,992)	(2,320)
Interest income	(4,320)	(3,713)	(20,053)	(4,864)
Fair value gains (losses) on financial assets at fair value through profit or loss	(240)	(2,987)	(385)	(16,642)
Interest expense	9,125	28,988	18,512	50,316
	(1,819)	9,883	14,871	6,269
Change in working capital
Decrease(+)/increase(-) in other receivables	36,364	(14,063)	37,707	(9,744)
Decrease (+)/increase (-) in inventories	(28,221)	(12,517)	(43,743)	(27,312)
Decrease(-)/increase(+) in trade and other payables	(8,254)	39,181	(22,647)	34,293
Change in working capital	(111)	12,601	(28,683)	(2,763)
	(1,930)	22,484	(13,812)	3,506
Interest and other finance cost paid	(9,704)	(8,809)	(11,514)	(13,210)
Interest and other finance income	70	3,702	339	50,818
Net cash generated (used) in operating activities	(11,564)	17,377	(24,987)	41,114
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired	(61,487)	-	(61,487)	-
Purchases of property, plant and equipment	(25,013)	(36,218)	(35,384)	(55,178)
Purchases of biological assets	(35)	(7)	(35)	(7)
Purchases of intangible assets	(81)	(110)	(104)	(124)
Proceeds from sale of biological assets	48	33	232	92
Purchases of financial assets at fair value through profit or loss	(12,010)	-	(12,010)	-
Purchases of available-for-sale financial assets	(90)	-	(128)	-
Net cash generated (used) in investing activities	(98,668)	(36,302)	(108,916)	(55,217)
Cash flows from financing activities
Realised stock options	377	351	411	351
Proceeds from interest-bearing liabilities	1,067	1,539	1,067	6,539
Perpetual capital loan	-	-	(3,042)	24,875
Proceeds from advance payments	-	20,000	7,000	263,419
Payment of interest-bearing liabilities	(1,234)	(23,448)	(2,460)	(257,527)
Net cash generated (used) in financing activities	210	(1,558)	2,976	37,657
Net increase (decrease) in cash and cash equivalents	(110,022)	(20,483)	(130,927)	23,554
Cash and cash equivalents at beginning of the period	144,650	55,914	165,555	11,877
Cash and cash equivalents at end of the period	34,628	35,431	34,628	35,431

NOTES

1. Basis of preparation

This interim report has been prepared in compliance with IAS 34.

2. Property, plant and equipment
(all amounts in EUR '000)		Machinery and equipment		Construction in progress	Land and buildings	Other tangible assets	Total
Gross carrying amount at 1 Jan 11		336,598		21,035	257,613	206,227	821,473
Additions		275		35,038	67	4	35,384
Disposals		-		-	(66)	-	(66)
Transfer to assets held for sale		-		-	-	(4)	(4)
Transfers		10,591		(13,931)	2,583	757	-
Gross carrying amount at 30 Jun 11		347,464		42,142	260,197	206,984	856,787
Accumulated depreciation and impairment losses
at 1 Jan 11		39,793		-	21,150	32,304	93,247
Depreciation for the period		9,522		-	9,254	3,758	22,534
Accumulated depreciation and impairment losses at 30 Jun 11		49,315		-	30,404	36,062	115,781
Carrying amount at 1 Jan 11		296,805		21,035	236,463	173,923	728,226
Carrying amount at 30 Jun 11		298,149		42,142	229,793	170,922	741,006
3. Trade receivables
(all amounts in EUR '000)
	30 Jun 11		31 Dec 10
Nickel-Cobalt sulphide	23,377		50,437
Zinc sulphide	1,975		1,917
Total trade receivables	25,352		52,354

4. Inventories
(all amounts in EUR '000)
	30 Jun 11	31 Dec 10
Raw materials and consumables	12,738	8,668
Work in progress	178,990	154,632
Finished products	27,377	12,061
Total inventories	219,105	175,361

5. Borrowings
(all amounts in EUR '000)
Non-current	30 Jun 11	31 Dec 10
Capital loans	1,405	1,405
Investment and Working Capital loan	57,732	57,324
Senior Unsecured Convertible Bonds due 2013	79,452	78,086
Senior Unsecured Convertible Bonds due 2015	212,955	219,426
Finance lease liabilities	46,456	53,018
Other	25,903	28,364
	423,903	437,623
Current
Investment and Working Capital loan	715	-
Railway Term Loan Facility	18,700	18,527
Finance lease liabilities	16,007	20,211
Interest Subsidy Loans	4,200	4,196
	39,622	42,934
Total borrowings	463,525	480,557

6. Changes in the number of shares issued

	Number of shares issued
31 Dec 10	245,316,718
Stock options 2007A and 2007B	189,149
Conversion of senior unsecured Convertible Bonds due 2015	215,736
30 Jun 11	245,721,603

7. Contingencies and commitments
(all amounts in EUR '000)
The future aggregate minimum lease payments under non-cancellable operating leases
	30 Jun 11	31 Dec 10
Not later than 1 year	1,724	1,175
Later than 1 year and not later than 5 years	2,089	1,993
Later than 5 years	-	11
	3,813	3,179

Capital commitments

At 30 June 2011, the Group had capital commitments principally relating to the completion of the Talvivaara mine, improving the reliability and expansion of production capacity. These commitments are for the acquisition of new property, plant and equipment.

Talvivaara Mining Company Plc
Key financial figures of the Group		Three months to 30 Jun 11	Three months to 30 June10	Six months to 30 Jun 11	Six months to 30 Jun 10	Twelve months to 31 Dec 10
Net sales	EUR '000	37,647	35,248	104,114	46,854	152,163
Operating profit (loss)	EUR '000	(1,184)	2,543	10,433	199	25,456
Operating profit (loss) percentage		-3.1 %	7.2 %	10.0 %	0.4 %	16.7 %
Profit (loss) before tax	EUR '000	(5,989)	(22,732)	11,974	(45,253)	(9,908)
Profit (loss) for the period	EUR '000	(4,633)	(16,764)	8,151	(33,700)	(13,052)
Return on equity		-1.3 %	-4.4 %	2.3 %	-9.0 %	-3.4 %
Equity-to-assets ratio		29.8 %	38.4 %	29.8 %	38.4 %	31.3 %
Net interest-bearing debt	EUR '000	416,999	190,729	416,999	190,729	315,002
Debt-to-equity ratio		125.0 %	51.6 %	125.0 %	51.6 %	82.8 %
Return on investment		0.5 %	2.0 %	3.2 %	2.3 %	3.1 %
Capital expenditure	EUR '000	25,129	36,335	35,523	55,308	115,658
Research & development expenditure	EUR '000	-	63	-	63	365
Property, plant and equipment	EUR '000	741,006	663,154	741,006	663,154	728,226
Derivative financial instruments	EUR '000	(354)	(2,375)	(354)	(2,375)	(1,237)
Borrowings	EUR '000	463,525	226,160	463,525	226,160	480,557
Cash and cash equivalents at the end of the period¹	EUR '000	46,526	35,431	46,526	35,431	165,555

'1) including financial assets at fair value through profit or loss

Share-related key figures
		Three months to 30 Jun 11	Three months to 30 Jun 10	Six months to 30 Jun 11	Six months to 30 Jun 10	Twelve months to 31 Dec 10
Earnings per share	EUR	(0.02)	(0.06)	0.02	(0.12)	(0.06)
Equity per share	EUR	1.29	1.46	1.29	1.46	1.55
Development of share price at London Stock Exchange
Average trading price¹	EUR	5.50	4.60	6.12	4.48	4.89
	GBP	4.86	4.00	5.31	3.90	4.20
Lowest trading price¹	EUR	4.56	3.94	4.64	3.94	3.99
	GBP	4.03	3.42	4.03	3.42	3.42
Highest trading price¹	EUR	6.59	5.63	7.16	5.63	7.11
	GBP	5.82	4.90	6.22	4.90	6.10
Trading price at the end of the period²	EUR	5.15	4.47	5.15	4.47	6.92
	GBP	4.65	3.65	4.65	3.65	5.96
Change during the period		-20.0 %	-17.8 %	-21.9 %	-5.5 %	54.2 %
Price-earnings ratio		neg.	neg.	258	neg.	neg.
Market capitalization at the end of the period³	EUR '000	1,265,975	1,094,758	1,265,975	1,094,758	1,697,196
	GBP '000	1,142,605	894,910	1,142,605	894,910	1,460,861
Development in trading volume
Trading volume	1000 shares	14,927	26,722	26,347	65,827	93,802
In relation to weighted average number of shares		6.1 %	10.9 %	10.8 %	26.8 %	38.2 %
Development of share price at OMX Helsinki
Average trading price	EUR	5.55	4.71	6.16	4.55	5.18
Lowest trading price	EUR	4.53	4.04	4.53	3.99	3.99
Highest trading price	EUR	6.63	5.62	7.34	5.62	7.18
Trading price at the end of the period	EUR	5.16	4.45	5.16	4.45	7.07
Change during the period		-21.8 %	-10.4 %	-27.0 %	2.8 %	63.3 %
Price-earnings ratio		neg.	neg.	258	neg.	neg.
Market capitalization at the end of the period	EUR '000	1,267,923	1,091,545	1,267,923	1,091,545	1,734,389
Development in trading volume
Trading volume	1000 shares	44,708	36,300	82,728	76,392	140,115
In relation to weighted average number of shares		18.3 %	14.8 %	33.9 %	31.2 %	57.1 %
Adjusted average number of shares		244,339,128	245,177,646	244,339,128	245,177, 646	245,241, 660
Fully diluted average number of shares		244,339,128	245,177,646	244,339,128	245,177, 646	245,241, 660
Number of shares at the end of the period		245,721,603	245,180,718	245,721,603	245,180, 718	245,316, 718

Employee-related key figures
		Three months to 30 Jun 11	Three months to 30 Jun 10	Six months to 30 Jun 11	Six months to 30 Jun 10	Twelve months to 31 Dec 10
Wages and salaries	EUR '000	5,405	4,145	11,262	8,381	16,652
Average number of employees		451	365	429	344	362
Number of employees at the end of the period		481	382	481	382	389

Other figures
	Three months to 30 Jun 11	Three months to 30 Jun 10	Six months to 30 Jun 11	Six months to 30 Jun 10	Twelve months to 31 Dec 10
Share options outstanding at the end of the period	5,796,111	5,333,100	5,796,111	5,333,100	5,950,822
Number of shares to be issued against the outstanding share options	5,796,111	5,333,100	5,796,111	5,333,100	5,950,822
Rights to vote of shares to be issued against the outstanding share options	2.4 %	2.1 %	2.4 %	2.1 %	2.4 %

Talvivaara Mining Company Plc
Key financial figures of the Group

Return on equity	Profit (loss) for the period
	(Total equity at the beginning of period + Total equity at the end of period)/2

Equity-to-assets ratio	Total equity
	Total assets

Net interest-bearing debt	Interest-bearing debt - Cash and cash equivalent

Debt-to-equity ratio	Net interest-bearing debt
	Total equity

Share-related key figures

Earnings per share	Profit (loss) attributable to equity holders of the Company
	Adjusted average number of shares

Equity per share	Equity attributable to equity holders of the Company
	Adjusted average number of shares

Market capitalization at the end of the period	Number of shares at the end of the period * trading price at the end of the period

Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Mon, 01 Aug 2011 09:46:43 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
1 August 2011

Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Talvivaara Mining Company Plc ("Talvivaara") has on 29 July 2011 received the attached flagging notification in accordance with Chapter 2, Section 9 of the Finnish Securities Market Act from BlackRock, Inc. ("BlackRock") regarding the shares of Talvivaara.

The holding of BlackRock in Talvivaara has decreased, through a share transaction concluded on 21 July 2011, to 12,253,730 ordinary shares of Talvivaara, representing in aggregate 4.99% percent of the issued ordinary share capital and total voting rights attached to shares in Talvivaara (below 5%).

Attachment
1. Name of the target company

Talvivaara Mining Company Plc

2. Basis for the flagging obligation

Share Transaction

3. Date when the holdings have changed

21 July 2011

4. Holdings of the target company's voting rights and share capital

Holding of BlackRock in Talvivaara is as follows:

Shares and voting rights attached to them
Number of shares	% of shares	Number of voting rights	% of voting rights
12,253,730	4.99%	12,253,730	4.99%

5. Name of shareholder and business identification code
BlackRock, Inc. (USA Tax ID 32-0174421, SEC CIK Code#: 0001364742)

ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Saila Miettinen-Lähde, CFO
Pekka Erkinheimo, Chief Commercial Officer

Talvivaara Share Subscriptions Based on Stock Options 2007A and 2007B

Fri, 22 Jul 2011 09:00:00 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

22.7.2011

Talvivaara Share Subscriptions Based on Stock Options 2007A and 2007B

A total of 1,500 Talvivaara Mining Company Plc's new shares were subscribed for during the period between 30 April 2011 and 30 June 2011 under the company's stock option rights 2007A and a total of 4,700 company's new shares were subscribed for during the period between 30 April 2011 and 30 June 2011 under the company's stock option rights 2007B. The entire subscription price of EUR 17,526.80 will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc shares will increase to 245,727,803.

The shares subscribed for under the stock options were registered in the Trade Register on 22 July 2011, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 25 July 2011. Talvivaara will also apply for admission of the shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange and it is expected that the admission will take place and that trading will commence on or about 26 July 2011.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012 and for stock options 2007B between 1 April 2011 and 31 March 2013. By 29 April 2011 a total of 292,586 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 2,040,514 stock option rights 2007A remain unexercised and a total of 42,763 company's new shares were subscribed for under the stock option rights 2007B and a total of 2,290,337 stock option rights 2007B remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

http://www.talvivaara.com/investors/financial_Information/share-options-plan

https://www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/Talvivaara

ENQUIRIES
Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Mining Company Plc. Director Dealings

Fri, 15 Jul 2011 15:22:41 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

15 July 2011

Talvivaara Mining Company Plc. Director Dealings

Talvivaara Mining Company Plc. ("the Company"), was notified on 15 July 2011 that Mr. Edward Haslam, Chairman of the Board of Directors has, on 14 July 2011 subscribed for 28,000 shares of the Company at a subscription price of GBP 2.25 under stock options rights 2007A.

The Company was also notified on 15 July 2011 that Mr. Pekka Perä, Chief Executive Officer, has on 15 July 2011 subscribed for 100,000 shares of the Company at a subscription price of GBP 2.25 under stock options rights 2007A.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800

Pekka Erkinheimo, Chief Commercial Officer

Talvivaara Mining Company Plc

Talvivaara Mining Company Plc. Director Dealings

Thu, 07 Jul 2011 17:19:05 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

7 July 2011

Talvivaara Mining Company Plc. Director Dealings

Talvivaara Mining Company Plc. ("the Company"), was notified on 6 July 2011 that Graham Titcombe, a member of the Board of Directors, has on 6 July 2011 sold 13,000 2007A options at a price of 2.35 euro each. In addition Graham Titcombe has subscribed for 15,000 shares of the Company at a subscription price of GBP 2.25 under stock options rights 2007A.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc acquires 4% shareholding in Talvivaara Sotkamo Ltd from Outokumpu Mining Oy

Wed, 01 Jun 2011 08:59:44 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

1 June 2011

Acquisition of an additional 4% shareholding in the operating subsidiary, Talvivaara Sotkamo Ltd, from Outokumpu Mining Oy for 60 million

Option to acquire Outokumpu Mining Oy's remaining 16% shareholding in Talvivaara Sotkamo Ltd for 240 million

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announced today that it has signed an agreement with Outokumpu Mining Oy ("Outokumpu Mining") and its parent company Outokumpu Oyj to acquire an additional 4% shareholding in Talvivaara Sotkamo Ltd ("Talvivaara Sotkamo"), the primary operating subsidiary of Talvivaara. As a result of this acquisition, Talvivaara's ownership in Talvivaara Sotkamo increases from 80% to 84% and Outokumpu Mining's ownership decreases to 16%. The acquisition price for the 4% stake is 60 million, and will be funded from Talvivaara's existing cash resources and available financing facilities.

Simultaneously, Talvivaara has entered into an exclusive option agreement with Outokumpu Mining and Outokumpu Oyj (the "Option") whereby it will have the right, at its sole discretion, in one or more instalments, to acquire Outokumpu Mining's remaining 16% shareholding in Talvivaara Sotkamo for 240 million at any time prior to 31 March 2012. Should the Company choose to exercise the Option, entirely or partially, appropriate funding arrangements for the payment of the exercise price will be considered at that time, keeping in mind the Company's continuing progress in the ramp-up of its operations and the overall development of its financial position.

This transaction is anticipated to be accretive for Talvivaara shareholders on both an earnings per share and net asset value basis in the current financial year.

Talvivaara has been informed that, in connection with this transaction, Solidium Oy has agreed to purchase Outokumpu Oyj's shareholding in Talvivaara representing 4.3% of all Talvivaara shares outstanding.

Merrill Lynch International acted as lead financial advisor to Talvivaara, Liberum Capital acted as co-financial advisor to the Company and White & Case acted as Talvivaara's legal advisor.

Pekka Perä, Talvivaara's CEO commented:

"This transaction provides Talvivaara with improved access to the cash flows generated by Talvivaara Sotkamo through the increased ownership in the operating subsidiary. This is increasingly important as we continue our production ramp-up and consider further expansion in the future. Moreover, we are simplifying the corporate structure further. This is truly excellent news for Talvivaara shareholders.

Outokumpu has been a valuable partner and a supportive shareholder in Talvivaara and Talvivaara Sotkamo since the inception of the Company, and throughout its development into a producing mining operation. We are pleased that they have been able to participate in the considerable value creation that has resulted from the ongoing successful development of the operation. Based on the currently prevailing circumstances, we believe that the exercise of the option to acquire Outokumpu Mining's remaining 16% stake would be beneficial for Talvivaara as it would enable further integration of our corporate structure. As a result, we would expect to exercise the option, in one or more instalments, by 31 March 2012, subject to prevailing market conditions at the time and availability of financing at attractive terms. "

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 712 9800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Outokumpu
Outokumpu is a global leader in stainless steel with plants in Finland, Sweden, the UK and the US producing a wide range of stainless steel products including hot and cold rolled, precision strip, tubular and long products together with a comprehensive range of fittings, flanges and welding consumables. Outokumpu also produces raw materials at its own chrome mine and ferrochrome facility. The Group's head office is located in Espoo, Finland. Outokumpu has been listed on the NASDAQ OMX Helsinki since 1988. Further information can be found at www.outokumpu.com.

Merrill Lynch International is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Merrill Lynch International or for providing advice in relation to the transaction.

Talvivaara Share Subscriptions based on Stock Options 2007A and 2007B

Tue, 24 May 2011 14:46:49 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

24 May 2011

Talvivaara Share Subscriptions based on Stock Options 2007A and 2007B

A total of 103,708 Talvivaara Mining Company Plc.'s new shares were subscribed for during the period between 29 February 2011 and 29 April 2011 under the company's stock option rights 2007A and a total of 38,063 company's new shares were subscribed for during the period between 1 April 2011 and 29 April 2011 under the company's stock option rights 2007B. The entire subscription price of EUR 376,886.37 will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc shares will increase to 245,721,603.

The shares subscribed for under the stock options were registered in the Trade Register on 24 May 2011, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 25 May 2011. Talvivaara will also apply for admission of the shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange and it is expected that the admission will take place and that trading will commence on or about 27 May 2011.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012 and for stock options 2007B between 1 April 2011 and 31 March 2013. By 29 April 2011 a total of 291,086 Talvivaara Mining Company Plc.'s new shares were subscribed for under the stock option rights 2007A and a total of 2,042,014 stock option rights 2007A remain unexercised and a total of 38,063 company's new shares were subscribed for under the stock option rights 2007B and a total of 2,295,037 stock option rights 2007B remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on

http://www.talvivaara.com

https://www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/Talvivaara

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Share Subscriptions Based on Conversion of the Convertible Bonds and Stock Options 2007A

Wed, 11 May 2011 15:11:15 +0300

Stock Exchange Release

Talvivaara Mining Company Plc.

11 May 2011

Share Subscriptions Based on Conversion of the Convertible Bonds and Stock Options 2007A

On 16 December 2010, Talvivaara Mining Company Plc. ("Talvivaara") issued EUR 225 million in senior unsecured convertible bonds due 2015 (the "Bonds"). The extraordinary general meeting of shareholders of Talvivaara held on 27 January 2011 approved the issue of special rights in respect of the Bonds.

In March 2011, Talvivaara received a conversion notice pursuant to which Bonds amounting to EUR 1,800,000 are converted to a total of 215,736 new Talvivaara shares (the "Conversion Shares"). As a result of the conversion of the Bonds, the number of Talvivaara shares will increase to 245,579,832. The Conversion Shares were registered in the Trade Register on 11 May 2011, as of which date the Conversion Shares will carry shareholder rights. Trading in the Conversion Shares will begin on NASDAQ OMX Helsinki Ltd [(the "Helsinki Stock Exchange")] on 12 May 2011.

In addition to the Conversion Shares, a total of 187,378 shares have been subscribed for under Talvivaara's stock option rights 2007A (the "Stock Option Shares"). The Stock Option Shares have already been admitted to trading on the Helsinki Stock Exchange. Talvivaara will now apply for admission of the Conversion Shares and the Stock Option Shares to listing on the official list of the United Kingdom's Financial Services Authority and to trading on the main market of the London Stock Exchange (the "Admission"). It is expected that the Admission will take place and that trading will commence on or about 16 May 2011.

ENQUIRIES

Talvivaara Mining Company Plc. Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Share Subscription Price and Market Value Stock Options 2011A

Fri, 29 Apr 2011 15:05:08 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

29 April 2011

Talvivaara Mining Company Plc Share Subscription Price and Market Value ofStock Options 2011A

The Annual General Meeting of Shareholders of Talvivaara Mining Company Plc decided on issue of stock options to the Talvivaara Group key employees and partly to the personnel on 28 April 2011. The share subscription price for stock option 2011A is EUR 6.33 per share (the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd. during 1 March-31 March 2011). Each year dividends and repayments of equity will be deducted from the share subscription price.

A total of 2,500,000 new shares or existing shares held by the Company can be subscribed for with stock options 2011A. The share subscription period for stock options 2011A will be 1 April 2014-31 March 2016. The commencement of the share subscription period requires attainment of certain operational or financial targets of the Group determined by the Board of Directors.

The Board of Directors decides on the distribution of stock options annually in spring 2011, 2012 and 2013. The target group of the Plan consists of the Group key employees including the members of the Group Executive Committee and partly the personnel of the Group.

The theoretical market value of one stock option 2011A is EUR 2.00. The theoretical market value of the stock options 2011A is EUR 5,000,000 in total. The theoretical market value of one stock option has been calculated through the use of Black & Scholes stock option pricing model with the following input factors: share price EUR 5.98, share subscription price EUR 6.33, risk free interest rate 2.84%, validity of stock options five years and volatility 35%.

The terms and conditions of the Stock Options 2011 are available on the Company's website www.talvivaara.com/options-scheme-2011-terms.

Enquiries:

Talvivaara Mining Company Plc, tel. +358 20 712 9800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc. Board of Directors Organizational Meeting

Fri, 29 Apr 2011 13:25:57 +0300

Stock Exchange Release
29 April 2011

Talvivaara Mining Company Plc. Board of Directors Organizational Meeting

The Talvivaara Board of Directors held its organizational meeting on 28 April 2011.The Board of Directors elected Edward Haslam as its Chairman and D. Graham Titcombe as the Deputy Chairman (Senior Independent Director). The Board also decided on the composition of the Audit Committee, Nomination Committee, Remuneration Committee and the Sustainability Committee.

The Board appointed from among its members the following members to the Committees:

Audit Committee:
Eileen Carr, Chairman
D. Graham Titcombe
Eero Niiva

Nomination Committee:
D. Graham Titcombe, Chairman
Eero Niiva
Tapani Järvinen

Remuneration Committee:
Eero Niiva, Chairman
G. Edward Haslam
Tapani Järvinen
D. Graham Titcombe

Sustainability Committee:
Tapani Järvinen, Chairman
G. Edward Haslam
Pekka Perä

Enquiries

Talvivaara Mining Company Plc Tel: +358 20 712 9800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Mining Company Plc

Resolutions of Talvivaara Mining Company Plc Annual General Meeting

Thu, 28 Apr 2011 23:16:15 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
28 April 2011

Resolutions of Talvivaara Mining Company Plc Annual General Meeting

Talvivaara Mining Company Plc is pleased to announce that, at the Annual General Meeting of the Company held at 10:00 am on 28 April 2011, all the resolutions proposed, as set out in the notice of the meeting to shareholders dated 23 March 2011, were duly passed.

Talvivaara's Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2010. Annual General Meeting resolved that no dividend is paid for 2010 and that the loss of the financial period is entered into the Company's profit/loss account on the balance sheet.

The Board of Directors and the Auditor

As proposed by the Remuneration Committee the Annual General Meeting approved the annual fee payable to the members of the Board of Directors for the term until the close of the Annual General Meeting in 2012 to be as follows: Chairman of the Board of Directors EUR 160,000, Deputy Chairman (Senior Independent Director) EUR 69,000, Chairman of the Audit Committee EUR 69,000, Chairman of the Nomination Committee EUR 53,000, Chairman of the Remuneration Committee EUR 53,000, Chairman of the Sustainability Committee EUR 53,000, other Non-executive Directors and Executive Directors EUR 48,000.

As proposed by the Nomination Committee the Annual General Meeting decided that the number of Board members be seven and that Mr. Edward Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä, Mr. Tapani Järvinen and Ms. Saila Miettinen-Lähde were re-elected as Board Members.

Authorising the Board of Directors to decide on the repurchase of the Company's own shares

The Annual General Meeting resolved to authorise the Board of Directors to decide on the repurchase, in one or several transactions, of a maximum of 10,000,000 of the Company's own shares. Own shares shall be repurchased in proportion other than that of holdings of the shareholders and by using the non-restricted equity. The shares shall be acquired through public trading at the share price prevailing at the time of acquisition. The repurchase authorisation is proposed to be valid until 27 October 2012. The proposed authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 15 April 2010.

Issue of stock options

The Annual General Meeting resolved to issue stock options partly to the key employees and partly to the personnel of the Company and its subsidiaries. The maximum total number of stock options issued will be 5,500,000 and the stock options entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or to receive existing shares held by the Company. The share subscription price will be based on the trade volume weighted average quotation of the Talvivaara Mining Company Plc share on NASDAQ OMX Helsinki Ltd in March 2011, 2012 and 2013. The share subscription period for stock options 2011A, will be 1 April 2014 - 31 March 2016, for stock options 2011B, 1 April 2015 - 31 March 2017 and for stock options 2011C, 1 April 2016 - 31 March 2018. The beginning of the share subscription period requires attainment of certain operational or financial targets determined by the Board of Directors annually.

ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Mining Company Interim Report for January-March 2011

Thu, 28 Apr 2011 09:00:00 +0300

STOCK EXCHANGE RELEASE
28 April 2011

Talvivaara Mining Company Interim Report for January-March 2011
New production record despite technical challenges at the metals recovery plant

Highlights of the first quarter of 2011
· Nickel production 4,215t, up 10% from Q4 2010 and a new quarterly record
· Net sales EUR 66.5m and operating profit EUR 11.6m

Uranium off-take agreement signed with Cameco Corporation in February

Production guidance for 2011

Production guidance for 2011 revised to 22,000-28,000t of nickel on 7 April 2011
Zinc production expected to amount to 44,000-50,000t
Modification and maintenance programmes at the metals recovery plant commenced in order to improve plant availability and to remove bottlenecks

Key figures

EUR million	Q1 2011	Q4 2010	Q1 2010	FY 2010
Net sales	66.5	60.2	11.6	152.2
Operating profit (loss)	11.6	14.3	(2.3)	25.5
% of net sales	17.5%	23.8%	(20.2%)	16.7%
Profit (loss) for the period	12.8	(4.7)	(16.9)	(13.1)
Earnings per share, EUR	0.03	(0.02)	(0.06)	(0.06)
Equity-to-assets ratio	33.0%	31.3%	42.8%	31.3%
Net interest bearing debt	325.8	315.0	176.3	315.0
Debt-to-equity ratio	81.6%	82.8%	45.4%	82.8%
Capital expenditure	10.4	23.5	19.0	115.7
Cash and cash equivalents at the end of the period	144.7	165.6	55.9	165.6
Number of employees at the end of the period	413	389	336	389

All reported figures in this release are unaudited.

CEO Pekka Perä comments: "I am pleased to report yet another record quarterly nickel production, especially as it was achieved despite a series of technical issues resulting in low availability of the metals recovery plant. Going forward, we aim to secure successful continuation of our ramp-up through an upgrade and maintenance programme at the plant, which has now commenced and should boost production capacity and improve resilience during difficult weather conditions.

We also posted record revenues in the first quarter, helped in part by the increased product deliveries, but also by nickel prices that held up strong at around USD 24,000-28,000 per tonne throughout the period."

Enquiries:

Talvivaara Mining Company Plc Tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, CFO

Merlin PR Tel. +44 20 726 8400
David Simonson
Anca Spiridon

Webcast and conference call on 28 April 2011 at 11:00 GMT/13:00 EET

A combined webcast and conference call on the Q1 2011 result will be held on 28 April 2011 at 11:00 GMT/13:00 EET. The call will be held in English.

The webcast can be accessed through the following link:

http://qsb.webcast.fi/t/talvivaara/talvivaara_2011_0428_Q1/

A conference call facility will be available for a Q&A with senior management following the presentation.
Finland: +358 (0)9 2313 9201
UK: +44 (0)20 7131 2799
US: +1 334 323 6201

Conference id: 891445

The webcast will also be available for viewing on the Talvivaara website from shortly after the event until the end of December 2011.

Financial review

Financial result

Talvivaara's net sales for nickel and cobalt deliveries to Norilsk Nickel and for zinc deliveries to Nyrstar during the three months ended 31 March 2011 increased by 10% from the previous quarter and totalled EUR 66.5 million (Q1 2010: EUR 11.6 million). The product deliveries amounted to 3,846 tonnes of nickel, 76 tonnes of cobalt and 8,736 tonnes of zinc.

The Group's other operating income of EUR 0.3 million (Q1 2010: EUR 15.4 million) consisted mainly of fair value gains on interest rate and currency exchange derivatives.

Materials and services amounted to EUR (36.3) million (Q1 2010: EUR (19.9) million). The costs increased by 18% from EUR (30.7) million in the previous quarter, reflecting the growth in production volumes and related use of production chemicals, particularly propane. Use of maintenance services and spare parts was also higher during the period, and the price of many high volume process chemicals such as propane and caustic soda increased compared to Q4 2010.

Personnel expenses including the value of employee expenses related to the employee share option scheme of 2007 were EUR (6.8) million (Q1 2010: EUR (4.9) million). The increase was attributable to the increased number of personnel.

Other operating expenses amounted to EUR (13.7) million (Q1 2010: EUR (11.4) million) and remained at the same level as in the previous quarter. The other operating expenses were mainly due to accruals in maintenance costs, higher cost and consumption of electricity during the colder winter season, and freight.

The operating profit for Q1 2011 was EUR 11.6 million (Q1 2010: loss of EUR (2.3) million). The operating margin of 17.5% decreased from that reported for the fourth quarter partly due to technical issues and related maintenance expenses in materials handling and in metals recovery. The operating margin was also negatively affected by the fact that some March production was delivered just after the end of the reporting period and hence not included in the first quarter revenues.

Finance income amounted to EUR 15.7 million (Q1 2010: EUR (1.2) million). It consisted primarily of non-cash exchange rate gains of approximately EUR 14.6 million on the USD 335 million Nyrstar advance payment. Finance cost amounted to EUR (9.4) million (Q1 2010: EUR (21.3) million). It consisted primarily of interests on borrowings of approximately EUR (8.1) million.

Profit for the period amounted to EUR 12.8 million (Q1 2010: loss of EUR (16.9) million).

The total comprehensive income for the first quarter of 2011 was EUR 10.2 million (Q1 2010: EUR (20.0) million), including a reduction in hedge reserves resulting from the occurrence of the hedged sales.

Balance sheet

Capital expenditure during the first quarter totalled EUR 10.4 million (Q1 2010: EUR 19.0 million). The expenditure related primarily to dust removal systems for crushing and screening, the secondary heap stacker and the secondary heap foundations. On the consolidated statement of financial position as at 31 March 2011, property, plant and equipment totalled EUR 727.5 million (31 December 2010: EUR 728.2 million).

In the Group's assets, inventories amounted to EUR 190.9 million on 31 March 2011 (31 December 2010: EUR 175.4 million). The increase in inventories reflected the ramp-up of production and the consequent increase in the amount of ore stacked on heaps, valued at cost.

Trade receivables amounted to EUR 61.3 million on 31 March 2011 (31 December 2010: EUR 52.4 million). The increase in trade receivables reflected the ramp-up of production and increase in nickel price compared to the previous quarter.

On 31 March 2011, cash and cash equivalents totalled EUR 144.7 million (31 December 2010: EUR 165.6 million).

In equity and liabilities, the total equity amounted to EUR 399.2 million on 31 March 2011 (31 December 2010: EUR 380.3 million), including approximately EUR 25 million from a perpetual capital loan. An equity component of EUR 9.0 million for the senior unsecured convertible bonds issued in December 2010 and due 2015 was recognised in equity during the first quarter. At year-end 2010, the equity component was not recognised, as the shareholder resolution allowing the conversion of the bonds had not yet been obtained. A total of 13,000 new shares were subscribed and paid for during the first quarter of 2011 under the company's stock option rights 2007A and the entire subscription price was recognised in equity.

Borrowings decreased from EUR 480.6 million on 31 December 2010 to EUR 470.5 million at the end of March 2011. The changes in borrowings during the period included determination of the equity component for senior unsecured convertible bonds due 2015 after an Extraordinary General Meeting of Talvivaara resolved to approve the issue of special rights in January 2011.

Total advance payments as at 31 March 2011 amounted to EUR 257.7 million (31 December 2010: EUR 267.1 million). The changes in advance payments during the period included non-cash exchange rate gains of approximately EUR 14.6 million for the Nyrstar advance payment. In addition, Talvivaara received EUR 7.0 million in advance payments during the first quarter based on a uranium off-take agreement with Cameco Corporation.

Total equity and liabilities as at 31 March 2011 amounted to EUR 1,208.0 million (31 December 2010: EUR 1,216.3 million).

Financing

In January, a Talvivaara Extraordinary General Meeting resolved to approve the proposal of the Board of Directors for the issue of special rights in relation to EUR 225 million senior unsecured convertible bonds which were issued in December 2010 and are due 2015. The bonds are convertible into 27.0 million fully paid ordinary shares of the Company. The interest rate applied to the convertible bond is 4.00% and the yield to maturity 6.50%, reflecting a redemption price of 114.5% at maturity.

Uranium off-take agreement with Cameco

In February, Talvivaara signed a uranium off-take agreement with Cameco Corporation. Under the terms of the agreement, Cameco will provide an up-front investment, up to a maximum of USD 60 million, to cover the construction cost of the uranium extraction circuit. Cameco's capital contribution will be repaid through deliveries of uranium concentrate in the initial years of the agreement.

Annual uranium production is estimated at 350tU (ca. 770,000 pounds), corresponding to approximately 410t (900,000 pounds) of yellow cake (UO₄).

Cameco provides technical assistance to Talvivaara in the design, construction, commissioning and operation of the uranium extraction circuit to be constructed at the Sotkamo mine. Subject to receiving the necessary permits and authorizations, Talvivaara plans to start construction in the coming months and complete it in 2012.

The agreements between Talvivaara and Cameco are subject to ratification by the Euratom Supply Agency and the approval of the European Commission pursuant to the Euratom Treaty. These approvals are expected within the next few months. In April 2010, Talvivaara applied to the Ministry of Employment and Economy for a permit to extract uranium as a by-product, in accordance with the Nuclear Energy Act. Talvivaara expects this permit in late 2011.

Production review
Continuation of production ramp-up at the Sotkamo mine was again confirmed by a new quarterly production record for nickel amounting to 4,215t (Q1 2010:610t) and representing an increase of 10% from previous quarter production. The zinc output of 6,363t (Q1 2010: 2,960t) was however lower than in Q4 2010 due to nickel contamination caused by a defective valve at the metals recovery plant. As a result, non-saleable product containing more than 3,000t of zinc had to be recycled back to bioheapleaching. The defective valve was fixed after the incident and the problem is not expected to be a recurrent one.
The mining department produced 2.2Mt of ore (Q1 2010: 3.0Mt) and 5.2Mt of waste (Q1 2010: 2.4Mt). The emphasis was again on waste mining to provide material for levelling the ground for the secondary heap foundations. Ore mining had to be restricted due to bottle-necks in materials handling.

In materials handling, the amount of crushed and stacked ore in the first quarter was 2.2Mt (Q1 2010: 3.3Mt). Production output was negatively affected by continued commissioning issues with the primary heap reclaiming system. Firstly, excavation capacity was insufficient due to a contractor change and delays in getting the planned capacity excavators in place. Secondly, the purpose-built reclaiming equipment was not yet operational at full speed and optimization of the system continued throughout the period.

Whilst materials handling failed to reach the budgeted production levels in the first quarter, it should be noted that at the end of the period there was already more than 50,000t of nickel in stacked ore under leaching. Materials handling was thus not a critical issue in view of the current year's metals production targets.

Bioheapleaching progressed according to expectations during the first quarter. The average nickel grades in solution pumped to metals recovery continued to increase and averaged 2.3 g/l in March. The main sources of leach solution were heap sections 3 and 4, from which around 30% of the circulating solution was continuously pumped to the metals plant. As this depletion rate is well above the long term planned rate of 10-15%, the sustained increase in metal grades in solution was especially encouraging and indicated good leaching in the newer heap sections.

Leaching in the secondary heap continued well, but solution quantities were not sufficient for metals recovery due to the start-up problems faced in primary heap reclaiming.
In metals recovery, the first quarter ended in a promising fashion with a period of ten days at an average annualised production rate of over 32,000t of nickel. However, for most of the period the plant availability was lower than expected, primarily because of blockages in pipelines due to disruptions in materials flows or freezing, and insufficient hydrogen sulphide capacity stemming from dust contamination in the hydrogen sulphide generators. In addition, production capacity was at times restricted because of insufficient sulphur melting capacity.
Whilst none of the experienced difficulties were fundamental or long-term in nature, they led to the conclusion, as announced soon after the quarter end on 7 April 2011 (see section Events after the review period), that certain upgrades and modifications at the plant were necessary in order to sustain the achieved throughput rates and to ramp up production further. The maintenance and upgrading works were largely planned during the quarter and involve increasing of sulphur melting and certain pumping capacities, cleaning and upgrading of hydrogen sulphide generators, inspection and maintenance of reactors and thickeners, and numerous small modification items, e.g. doubling up of selected process pipelines, that help improve production reliability and sustainable capacity.

Production key figures

		Q1 2011	Q4 2010	Q1 2010	FY 2010
Mining
Ore production	Mt	2.2	3.3	3.0	13.3
Waste production	Mt	5.2	4.3	2.4	16.7
Materials handling
Stacked ore	Mt	2.2	2.9	3.3	13.3
Bioheapleaching
Ore under leaching	Mt	26.5	24.3	14.3	24.3
Metals recovery
Nickel metal content	Tonnes	4,215	3,831	610	10,382
Zinc metal content	Tonnes	6,363	9,369	2,960	25,462

Fulfilment of minimum transportation requirement on Talvivaara-Murtomäki railroad

In 2008-2009, Talvivaara constructed a 25 km railway connecting the Talvivaara mine with the national railway grid. Subject to agreed minimum transportation volumes on the railroad being achieved, the Finnish State agreed to reimburse the construction expenses to Talvivaara Infrastructure Oy up to an amount of EUR 40 million (0% VAT) in two instalments and to redeem the railroad as part of the national rail grid. The first agreed transportation milestone was reached in 2010 and the Finnish State subsequently paid EUR 20 million as a partial reimbursement. The remaining minimum transportation volumes were reached in January 2011 and Talvivaara expects the final redemption to take place during the first half of 2011.

Production expansion - Operation Overlord

Conceptual studies relating to production expansion beyond 50,000tpa of nickel continued. A dedicated project team was established and strengthened to seven members with metallurgical, infrastructure, bioheapleaching and materials handling expertise. Recruiting to the project team continues targeting added expertise on project coordination, environmental and water management issues, and automation.

As permitting is one of the most critical parts of the project in view of the overall timetable, particular emphasis was put on getting the necessary permitting processes started as soon as possible. As a result, baseline studies of the environment were already commenced at the end of the first quarter and preparations were made for the Environmental Impact Assessment (EIA) to start during the second half of 2011. The EIA will cover certain parallel process options, as the final production processes and end products have not yet been chosen. Following the EIA, Talvivaara expects to submit the environmental permit application for the expansion in 2012.

For the project to proceed to expanded production from 2016, the first investment decisions would need to be made in 2012. The first critical items to be ordered include a primary crusher, to be located at the Kolmisoppi pit, and additional fine crushers. The new crushing circuit could be targeted for commissioning in late 2014, along with mining from the Kolmisoppi deposit. Earth works on additional heap foundations, initially within the scope of the current environmental permit, are estimated to commence in 2013.

If the expansion project is realized to its full planned extent, it is estimated that the Talvivaara mine will directly provide work for 1,100-1,200 employees. Indirectly, around 2,000 new jobs are anticipated to be created. The project phase is estimated at approximately 6,000 man years.

Sustainable development and permitting

The main achievements of the first quarter included the completion of the Environmental Impact Assessment relating to the extraction of uranium as a by-product. A statement to this effect was obtained from the local environmental authority declaring the EIA sufficient.

At the end of the quarter, the injury frequency among the Talvivaara personnel was 13.7 lost time injuries/million working hours on a rolling 12 month basis (31 December 2010: 10.7 lost time injuries/million working hours).

In line with its sustainable development policies, Talvivaara continued its efforts aimed at reducing the environmental effects of its operations. Concrete measures included, among others, the installation of additional dust removal systems in crushing and screening, and further work aimed at removing any odour discharges from the metals recovery plant.

Risk management and principal risks

Talvivaara's operations are affected by various risks common to the mining industry, such as risks relating to the development of Talvivaara's mineral deposits, estimates of reserves and resources, infrastructure risks, and volatility of commodity prices. There are also risks related to counter parties, currency exchange ratios, management and control systems, historical losses and uncertainties about the future profitability of Talvivaara, dependence on key personnel, effect of laws, governmental regulations and related costs, environmental hazards, and risks related to Talvivaara's mining concessions and permits.

In the short term, Talvivaara's key operational risks relate to the ongoing ramp-up of operations. While the
Company has demonstrated that all of its production processes work and can be operated on an industrial scale, the rate of ramp-up is still subject to risk factors, including various technical and operational risks, that may currently be unknown or are beyond the Company's control. In order to better mitigate operational risks going forward, Talvivaara has in place an ongoing production reliability programme, which targets at reducing downtime and risk of accidents through detailed evaluation of all equipment and processes and subsequent improvement of operating procedures and maintenance. The Company has also commenced additional maintenance and upgrading programmes at the metals recovery plant in order to improve plant availability and capacity in the future.

The market price of nickel is, together with production volumes, the main determinant of Talvivaara's
revenues. The volatility of nickel price has historically been high and it is in the Company's view likely to persist also in the future. Talvivaara is unhedged against variations in nickel prices, which means that nickel price volatility will have a substantial effect on the Company's revenues and result. Full or substantially full exposure to nickel prices is in line with Talvivaara's strategy and supported by the Company's view that it can operate the Talvivaara mine profitably also during the lows of commodity price cycles.

Talvivaara's revenues are determined mostly in US dollars, whilst the majority of the Company's costs are
incurred in Euro. Potential strengthening of the Euro against the US dollar could thus have a material adverse effect on the business and financial condition of the Company. Talvivaara hedges its exposure to the currency exchange risk relating to the US dollar on a case by case basis with the aim of limiting the adverse effects of US dollar weakness as considered justified from time to time.

Personnel

The number of personnel on 31 March 2011 was 413 (Q1 2010: 336), up by 24 from the end of 2010.

Wages and salaries paid during the first three months of the year totalled EUR 5.9 million (Q1 2010: EUR 4.2 million).

Shares and shareholders

The number of shares issued and outstanding and registered on the Euroclear Shareholder Register as of 31 March 2011 was 245,364,096. Including the effect of the EUR 85 million convertible bond of 14 May 2008, the EUR 225 million convertible bond of 16 December 2010 and the Option Scheme of 2007, the authorised full number of shares of the Company amounted to 290,636,391.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012. By 31 March 2011 a total of 187,378 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 2,145,722 stock option rights 2007A remain unexercised.

As at 31 March 2011, the shareholders who held more than 5% of the shares and votes of Talvivaara were Pekka Perä (23.06 %), Varma Mutual Pension Insurance Company (8.60%), and BlackRock Investment Management Ltd (5.80%).

Events after the review period

Revision of production guidance for 2011

Talvivaara revised its production target for the current year to 22,000-28,000t of nickel on 7 April 2011. Zinc production is anticipated to amount to 44,000-50,000t.

The Company decided to lower its production target due to unsatisfactory availability of the metals recovery plant in the first quarter and certain capacity limiting bottle-necks identified at the plant. In order to improve production reliability and to remove the bottle-necks, Talvivaara decided to bring the annual maintenance break forward to April-May 2011 and to extend this scheduled break to allow for all of the identified issues to be addressed and for the plant to be thoroughly inspected as part of the Company's preventive maintenance plan.

The total duration of the maintenance and upgrading stoppages is estimated at approximately three weeks. The impact on production output of the programmes depends on the timing and eventual length of the production stoppages and the resulting improvement in production reliability and capacity. Delays in reclaiming the primary heap may also have an impact on production due to corresponding delays in obtaining leach solution from the secondary heap to metals recovery.

The maintenance and modification works are not anticipated to require any major equipment additions or replacements; hence the programmes are not expected to materially affect the Company's capital expenditure during the year.

Short-term outlook

Talvivaara expects production at the Sotkamo mine to continue ramping up in line with the revised target and the production reliability to improve as a result of the ongoing maintenance and upgrading programmes. The maintenance and upgrading stoppage of April-May is likely have an impact on the second quarter production such that the growth in production volumes will be more pronounced in the third and fourth quarters.

The near term market outlook for nickel is relatively positive with demand continuing strong especially from China. Overall, the market has been in a deficit in the early part of 2011 on the back of strong stainless steel production growth, but the supply-demand balance may be moving into surplus towards the end of the year with increasing production projected especially in ferronickel. This may drive nickel prices lower in the coming months from their recent level of USD 25,000-28,000 per tonne. However, the price is not expected to suffer a dramatic decrease but rather to potentially settle slightly lower during the summer months. The EUR/USD exchange rate may also have an effect on nickel price with sustained USD weakness likely to support commodity prices.

April 28, 2011

Talvivaara Mining Company Plc
Board of Directors

CONSOLIDATED INCOME STATEMENT
(all amounts in EUR '000)	Unaudited three months to 31 Mar 2011	Unaudited three months to 31 Mar 2010
Net sales	66,467	11,606
Other operating income	336	15,428
Changes in inventories of finished goods and work in progress	12,781	19,075
Materials and services	(36,310)	(19,930)
Personnel expenses	(6,795)	(4,852)
Depreciation, amortization, depletion and impairment charges	(11,198)	(12,246)
Other operating expenses	(13,664)	(11,425)
Operating profit (loss)	11,617	(2,344)

Finance income	15,733	1,151
Finance cost	(9,387)	(21,328)
Finance income (cost) (net)	6,346	(20,177)

Profit (loss) before income tax	17,963	(22,521)

Income tax expense	(5,179)	5,585

Profit (loss) for the period	12,784	(16,936)

Attributable to:
Owners of the parent	8,839	(13,861)
Non-controlling interest	3,945	(3,075)
	12,784	(16,936)

Earnings per share for profit (loss) attributable to the owners of the parent expressed in EUR per share)
Basic and diluted	0.03	(0.06)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(all amounts in EUR '000)	Unaudited three months to 31 Mar 2011	Unaudited three months to 31 Mar 2010
Profit (loss) for the period	12,784	(16,936)
Other comprehensive income,
items net of tax
Cash flow hedges	(2,544)	(3,019)
Other comprehensive income, net of tax	(2,544)	(3,019)
Total comprehensive income	10,240	(19,955)

Attributable to:
Owners of the parent	6,804	(16,276)
Non-controlling interest	3,436	(3,679)
	10,240	(19,955)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(all amounts in EUR '000)	Unaudited three months to 31 Mar 2011	Audited twelve months to 31 Dec 2010	Unaudited three months to 31 Mar 2010
ASSETS
Non-current assets
Property, plant and equipment	727,539	728,226	663,491
Biological assets	7,983	8,464	6,894
Intangible assets	7,620	7,737	7,745
Deferred tax assets	18,927	22,421	28,222
Other receivables	2,882	7,626	7,591
Available-for-sale financial assets	502	464	-
	765,453	774,938	713,943
Current assets
Inventories	190,883	175,361	124,307
Trade receivables	61,311	52,354	9,142
Other receivables	6,274	8,702	5,578
Derivative financial instruments	1	40	-
Cash and cash equivalent	144,650	165,555	55,914
	403,119	402,012	194,941
Assets held for sale	39,391	39,391	-
Total assets	1,207,963	1,216,341	908,884

EQUITY AND LIABILITIES
Equity attributable to equity holders of the parent
Share capital	80	80	80
Share issue	-	91	-
Share premium	8,086	8,086	8,086
Hedge reserve	5,459	7,494	14,152
Other reserves	444,046	433,012	438,603
Retained earnings	(77,284)	(84,322)	(85,229)
	380,387	364,441	375,692
Non-controlling interest in equity	18,817	15,831	13,087
Total equity	399,204	380,272	388,779
Non-current liabilities
Borrowings	427,328	437,623	208,559
Advance payments	223,376	231,812	248,535
Trade payables	4	17	-
Derivative financial instruments	-	-	3,288
Provisions	4,893	3,935	1,804
	655,601	673,387	462,186
Current liabilities
Borrowings	43,144	42,934	23,682
Advance payments	34,337	35,243	-
Trade payables	31,082	39,408	25,389
Other payables	43,502	43,820	8,848
Derivative financial instruments	1,093	1,277	-
	153,158	162,682	57,919
Total liabilities	808,759	836,069	520,105
Total equity and liabilities	1,207,963	1,216,341	908,884

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

A. Share capital
B. Share issue
C. Share premium
D. Invested unrestricted equity
E. Hedge reserve
F Other reserves
G. Retained earning
H. Total
I. Non-controlling interest
J. Total equity

(all amounts in EUR '000)
	A	B	C	D	E	F	G	H	I	J
01 Jan 10
	80	-	8,086	401,248	16,567	16,200	(71,368)	370, 813	11,784	382 ,597
Profit (loss) for the period	-	-	-	-	-	-	(13,861)	(13, 861)	(3,075)	(16 ,936)
Other compre- hensive income
- Cash flow hedges	-	-	-	-	(2,415)	-	-	(2, 415)	(604)	(3 ,019)
Total compre- hensive income for the period	-	-	-	-	(2,415)	-	(13,861)	(16, 276)	(3,679)	(19 ,955)
Transactions with owners
Perpetual capital loan	-	-	-	-	-	19,925	-	19, 925	4,982	24 ,907
Employee share option scheme
- value of employee services	-	-	-	-	-	1,230	-	1, 230	-	1 ,230
Total contribution by and distribution to owners	-	-	-	-	-	21,155	-	21, 155	4,982	26 ,137
Total transactions with owners	-	-	-	-	-	21,155	-	21, 155	4,982	26 ,137
31 Mar 10	80	-	8,086	401,248	14,152	37,355	(85,229)	375, 692	13,087	388 ,779
31 Dec 10	80	91	8,086	401,612	7,494	31,400	(84,322)	364, 441	15,831	380 ,272
01 Jan 11	80	91	8,086	401,612	7,494	31,400	(84,322)	364, 441	15,831	380 ,272

Profit (loss) for the period	-	-	-	-	-	-	8,839	8, 839	3,945	12 ,784
Other compre- hensive income
- Cash flow hedges	-	-	-	-	(2,035)	-	-	(2, 035)	(509)	(2 ,544)
Total compre- hensive income for the period	-	-	-	-	(2,035)	-	8,839	6, 804	3,436	10 ,240
Transactions with owners
Stock options	-	(91)	-	125	-	-	-	34	-	34
Perpetual capital loan	-	-	-	-	-	-	(1,801)	(1, 801)	(450)	(2 ,251)
Incentive arrangement for Executive Management	-	-	-	-	-	23	-	23	-	23
Convertible bond, equity component	-	-	-	-	-	9,018	-	9, 018	-	9 ,018
Employee share option scheme
- value of employee services	-	-	-	-	-	1,868	-	1, 868	-	1 ,868
Total contribution by and distribution to owners	-	(91)	-	125	-	10,909	(1,801)	9, 142	(450)	8 ,692
Total transactions with owners	-	(91)	-	125	-	10,909	(1,801)	9, 142	(450)	8 ,692
31 Mar 2011	80	-	8,086	401,737	5,459	42,309	(77,284)	380, 387	18,817	399 ,204

CONSOLIDATED STATEMENT OF CASH FLOWS
(all amounts in EUR '000)	Unaudited three months to 31 Mar 2011	Unaudited three months to 31 Mar 2010
Cash flows from operating activities
Profit (loss) for the period	12,784	(16,936)
Adjustments for
Tax	5,179	(5,585)
Depreciation and amortization	11,198	12,246
Other non-cash income and expenses	(5,980)	139
Interest income	(15,733)	(1,151)
Fair value gains (losses) on financial assets at fair value through profit or loss	(145)	(13,655)
Interest expense	9,387	21,328
	16,690	(3,614)
Change in working capital
Decrease(+)/increase(-) in other receivables	1,343	4,319
Decrease (+)/increase (-) in inventories	(15,522)	(14,795)
Decrease(-)/increase(+) in trade and other payables	(14,393)	(4,888)
Change in working capital	(28,572)	(15,364)
	(11,882)	(18,978)
Interest and other finance cost paid	(1,810)	(4,401)
Interest and other finance income	269	47,116
Net cash generated (used) in operating activities	(13,423)	23,737
Cash flows from investing activities
Purchases of property, plant and equipment	(10,371)	(18,960)
Purchases of intangible assets	(23)	(14)
Proceeds from sale of biological assets	184	59
Purchases of available-for-sale financial assets	(38)	-
Net cash generated (used) in investing activities	(10,248)	(18,915)
Cash flows from financing activities
Realised stock options	34	-
Proceeds from interest-bearing liabilities	-	5,000
Perpetual capital loan	(3,042)	24,875
Proceeds from advance payments	7,000	243,419
Payment of interest-bearing liabilities	(1,226)	(234,079)
Net cash generated (used) in financing activities	2,766	39,215
Net increase (decrease) in cash and cash equivalents	(20,905)	44,037
Cash and cash equivalents at beginning of the period	165,555	11,877
Cash and cash equivalents at end of the period	144,650	55,914

NOTES

Basis of preparation

This interim report has been prepared in compliance with IAS 34.

2. Property, plant and equipment
(all amounts in EUR '000)	Machinery and equipment	Construction in progress	Land and buildings	Other tangible assets	Total
Gross carrying amount at 1 Jan 2011	336,598	21,035	257,613	206,227	821,473
Additions	135	10,235	1	-	10,371
Transfers	7,637	(10,888)	2,495	756	-
Gross carrying amount at 31 Mar 2011	344,370	20,382	260,109	206,983	831,844
Accumulated depreciation and impairment losses at 1 Jan 2011	39,793	-	21,150	32,304	93,247
Depreciation for the period	5,908	-	2,844	2,306	11,058

Accumulated depreciation and impairment losses at 31 Mar 2011	45,701	-	23,994	34,610	104,305

Carrying amount at 1 Jan 2011	296,805	21,035	236,463	173,923	728,226
Carrying amount at 31 Mar 2011	298,669	20,382	236,115	172,373	727,539

3. Trade receivables
(all amounts in EUR '000)
	31 Mar 2011	31 Dec 2010
Nickel-Cobalt sulphide	58,416	50,437
Zinc sulphide	2,895	1,917
Total trade receivables	61,311	52,354

4. Inventories
(all amounts in EUR '000)
	31 Mar 2011	31 Dec 2010
Raw materials and consumables	11,408	8,668
Ore on leach pads	61,872	79,593
Work in progress	102,352	75,039
Finished products	15,251	12,061
Total inventories	190,883	175,361

5. Borrowings
(all amounts in EUR '000)
Non-current	31 Mar 2011	31 Dec 2010
Capital loans	1,405	1,405
Investment and Working Capital loan	57,362	57,324
Senior Unsecured Convertible Bonds due 2013	78,776	78,086
Senior Unsecured Convertible Bonds due 2015	212,707	219,426
Finance lease liabilities	49,941	53,018
Other	27,137	28,364
	427,328	437,623
Current
Railway Term Loan Facility	18,613	18,527
Finance lease liabilities	20,333	20,211
Interest Subsidy Loans	4,198	4,196
	43,144	42,934
Total borrowings	470,472	480,557

Talvivaara Mining Company Plc
Key financial figures of the Group		Three months to 31 Mar 11	Three months to 31 Mar 10	Twelve months to 31 Dec 10
Net sales	EUR '000	66 467	11 606	152,163
Operating profit (loss)	EUR '000	11 617	(2 344)	25,456
Operating profit (loss) percentage		17.5 %	-20,2 %	16.7 %

Profit (loss) before tax	EUR '000	17,963	(22 521)	(9,908)
Profit (loss) for the period	EUR '000	12,784	(16,936)	(13,052)

Return on equity		3.3 %	(4.4 %)	(3,4 %)
Equity-to-assets ratio		33.0 %	42.8 %	31,3 %
Net interest-bearing debt	EUR '000	325,822	176,328	315 002
Debt-to-equity ratio		81.6 %	45.4 %	82,8 %

Return on investment		2.6 %	0.6 %	3,1 %
Capital expenditure	EUR '000	10,394	18,974	115 658
Research & development expenditure	EUR '000	-	-	365

Property, plant and equipment	EUR '000	727,539	663,491	728 226
Derivative financial instruments	EUR '000	(1,092)	(3,287)	(1 237)
Borrowings	EUR '000	470,472	232,241	480 557
Cash and cash equivalents at the end of the period	EUR '000	144,650	55,914	165 555

Share-related key figures
		Three months to 31 Mar 11	Three months to 31 Mar 10	Twelve months to 31 Dec 10
Earnings per share	EUR	0.03	(0.06)	(0.06)
Equity per share	EUR	1.55	1.53	1.55
Development of share price at London Stock Exchange
Average trading price¹	EUR	6.69	4.32	4.89
	GBP	5.71	3.83	4.20
Lowest trading price¹	EUR	5.99	3.94	3.99
	GBP	5.12	3.50	3.42
Highest trading price¹	EUR	7.28	5.02	7.11
	GBP	6.22	4.45	6.10

Trading price at the end of the period²	EUR	6.58	5.00	6.92
	GBP	5.82	4.44	5.96
Change during the period		-2.4 %	15.0 %	54.2 %

Price-earnings ratio		194	neg.	neg.

Market capitalization at the end of the period³	EUR '000	1,614,566	1,226,991	1,697,196
	GBP '000	1,426,792	1,089,075	1,460,861

Development in trading volume
Trading volume	1000 shares	11,420	39.105	93,802
In relation to weighted average number of shares		4.7 %	15.9 %	38.2 %

Development of share price at OMX Helsinki
Average trading price	EUR	6.77	4.40	5.18
Lowest trading price	EUR	5.91	3.99	3.99
Highest trading price	EUR	7.34	5.00	7,18

Trading price at the end of the period	EUR	6.60	4.97	7.07
Change during the period		-6.6 %	14.8 %	63.3 %
Price-earnings ratio		195	neg.	neg.
Market capitalization at the end of the period	EUR '000	1,619,403	1,218,528	1,734,389
Development in trading volume
Trading volume	1000 shares	38,020	40,093	140,115
In relation to weighted average number of shares		15.5 %	16.4 %	57.1 %
Adjusted average number of shares		245,344,901	245,176,718	245,241,660
Fully diluted average number of shares		245,344,901	245,176,718	245,241,660
Number of shares at the end of the period		245,364,096	245,176,718	245,316,718

Trading price is calculated on the average of EUR/GBP exchange rates published by the European Central Bank during the period.
Trading price is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.
Market capitalization is calculated on the EUR/GBP exchange rate published by the European Central Bank at the end of the period.

Employee-related key figures		Three months to 31 Mar 2011	Three months to 31 Mar 2010	Twelve months to 31 Dec 2010
Wages and salaries	EUR '000	5,857	4,236	16,652
Average number of employees		407	325	362
Number of employees at the end of the period		413	336	389

Other figures	Three months to 31 Mar 2011	Three months to 31 Mar 2010	Twelve months to 31 Dec 2010
Share options outstanding at the end of the period	5,937,822	5,421,100	5,950,822
Number of shares to be issued against the outstanding share options	5,937,822	5,421,100	5,950,822
Rights to vote of shares to be issued against the outstanding share options	2.4 %	2.2 %	2.4 %

Talvivaara Mining Company Plc
Key financial figures of the Group

Return on equity	Profit (loss) for the period
	(Total equity at the beginning of period + Total equity at the end of period)/2

Equity-to-assets ratio	Total equity
	Total assets

Net interest-bearing debt	Interest-bearing debt - Cash and cash equivalent

Debt-to-equity ratio	Net interest-bearing debt
	Total equity


Share-related key figures

Earnings per share	Profit (loss) attributable to equity holders of the Company
	Adjusted average number of shares

Equity per share	Equity attributable to equity holders of the Company
	Adjusted average number of shares

Market capitalization at the end of the period	Number of shares at the end of the period x trading price at the end of the period

Talvivaara Board Member Update

Fri, 15 Apr 2011 16:36:00 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

15 April 2011

Talvivaara Board Member Update

Pursuant to Listing Rule 9.6.14(2), Talvivaara Mining Company Plc ("Talvivaara") notes that as of 13 April 2011, Ms. Saila Miettinen-Lähde, Chief Financial Officer and Executive Director of Talvivaara has been appointed as a Non-Executive Director of Biohit Oyj. Biohit Oyj is a globally operating Finnish biotechnology company that develops, manufactures and markets liquid handling products such as pipettes and pipette tips as well as diagnostic tests and analysis systems.The company's mission is to improve human health and quality of life.

Ms Miettinen-Lähde`s role with Talvivaara is unaffected by this appointment, and she will maintain her position as Chief Financial Officer and Executive Director.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Holding(s) in Company - (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Fri, 08 Apr 2011 14:52:06 +0300

Stock Exchange Release
Talvivaara Mining Company Plc
8 April 2011

Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Talvivaara Mining Company Plc ("Talvivaara") has on 8 April 2011 received the attached flagging notification in accordance with Chapter 2, Section 9 of the Finnish Securities Market Act from Ilmarinen Mutual Pension Insurance Company ("Ilmarinen") regarding the shares of Talvivaara.

The holding of Ilmarinen in Talvivaara has increased, through share transaction concluded on 7 April 2011, to 12,494,775 ordinary shares of Talvivaara, representing in aggregate 5.09% percent of the issued ordinary share capital and total voting rights attached to shares in Talvivaara (over 5%).

Attachment
1. Name of the target company

Talvivaara Mining Company Plc

2. Basis for the flagging obligation

Share Transaction

3. Date when the holdings have changed

7 April 2011

4. Holdings of the target company's voting rights and share capital

Holding of Ilmarinen Mutual Pension Insurance Company in Talvivaara is as follows:

Shares and voting rights attached to them
Number of shares	% of shares	Number of voting rights	% of voting rights
12,494,775	5.09%	12,494,775	5.09%

5. Name of shareholder and business identification code
Ilmarinen Mutual Pension Insurance Company, Business ID 0107638-1

6. Additional information
Ilmarinen gave a flagging notification on 13 December 2010 concerning the number of shares and voting rights exceeding the threshold of 1/20 of the number of shares and voting rights in Talvivaara. In that time the number of the shares and voting rights was calculated by aggregating both the holding of the actual shares and the rights to subscribe shares on the basis of the convertible bonds.

The flagging notification on 8 April 2011 is given, because the direct shareholding of Ilmarinen has exceeded the threshold of 1/20. This calculation does not include the impact of convertible bonds.

ENQUIRIES
Talvivaara Mining Company Plc Tel: +358 20 7129 800
Saila Miettinen-Lähde, CFO
Pekka Erkinheimo, Chief Commercial Officer

Production update

Thu, 07 Apr 2011 09:41:50 +0300

Stock Exchange Release

Talvivaara Mining Company Plc

7 April 2011

New production record slightly short of guidance achieved in Q1 2011

Production guidance for 2011 reduced to 22,000-28,000 tonnes of nickel
due to necessary plant upgrades

Talvivaara Mining Company Plc ("Talvivaara" or the "Company") announces that it has achieved a new quarterly production record of 4,215t of nickel during the period of January-March 2011. Although production was marginally below the Company's guidance, it exceeded the previous quarter's nickel output by 10% and confirmed further progress in production ramp-up at the Sotkamo mine.

The new quarterly production record was achieved despite a series of technical issues resulting in low availability of the metals recovery plant. Particularly good production levels were achieved in March, when the nickel output averaged an annualised rate of over 32,000t for the last ten days of the month, achieving also new monthly and weekly records.

Despite the recent success in metals recovery, the Company believes that certain upgrades and modifications at the plant are necessary in order to sustain the achieved throughput rates and to ramp up production further. The Company has therefore decided to bring the annual maintenance break forward to April-May 2011 and to extend this scheduled break to allow for all of the identified issues to be addressed and for the plant to be thoroughly inspected as part of the Company's preventive maintenance plan. The overall duration of the modification programme is to be extended by a fortnight.

The Company anticipates scheduling a second maintenance stoppage for September or October in order to install long lead-time equipment which is not available during the first stoppage, and to further enhance parts of process equipment in order to avoid potential problems caused by exceptional winter conditions. The second maintenance programme is estimated to last approximately one week and will complete the upgrading of the plant for sustainable full scale production.

The planned plant modifications and maintenance works involve increasing of sulphur melting and certain pumping capacities, cleaning and upgrading of hydrogen sulphide generators, inspection and maintenance of reactors and thickeners, and numerous small modification items, e.g. doubling up of selected process pipelines, that help improve production reliability and sustainable capacity. No major equipment additions or replacements are anticipated; hence the upgrading and maintenance programmes are not expected to materially affect the Company's capital expenditure during the year.

The impact on production output of the planned modification and maintenance programmes depends on the timing and eventual length of the production stoppages and the resulting improvement in production reliability and capacity. Delays in reclaiming the primary heap may also have an impact on production due to corresponding delays in obtaining leach solution from the secondary heap to metals recovery.

Overall, the Company believes it realistic to anticipate a production shortfall of 5,000-8,000t of nickel from the previous guidance. Accordingly, Talvivaara revises its production guidance for 2011 to 22,000-28,000t of nickel.

Pekka Perä, Talvivaara's CEO commented: "Whilst the maintenance and upgrade work at our metals plant will have a short-term impact on our production targets, it will put Talvivaara in a stronger position in the long term. During the programme we will concentrate on both preventive maintenance, which should minimise unforeseen production problems in the future, and on upgrades which will boost production capacity and reliability and improve resilience during difficult weather conditions."

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 712 9800
Pekka Perä, Chief Executive Officer
Saila Miettinen-Lähde, Chief Financial Officer

Merlin PR Tel: +44 207 726 8400
David Simonson
Anca Spiridon

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara's Annual Report 2010 and the Corporate Governance Statement published

Tue, 29 Mar 2011 22:46:27 +0300

Stock Exchange Release

Talvivaara Mining Company Plc.

29 March 2011

Talvivaara's Annual Report 2010 and the Corporate Governance Statement published

Talvivaara has today published its online Annual Report 2010. Talvivaara has also published the Corporate Governance Statement, the Review by the Board of Directors and the Financial Statement 2010.

All the above mentioned documents are available as PDF-files on Talvivaara's website at

www.talvivaara.com/agm

Enquiries:
Talvivaara Mining Company Plc tel. +358 20 712 9800
Pekka Perä, CEO
Saila Miettinen-Lähde, 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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Mining Company Plc. Notice of AGM

Wed, 23 Mar 2011 18:47:40 +0200

Stock Exchange Release
Talvivaara Mining Company Plc
23 March 2011

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Talvivaara Mining Company Plc to the Annual General Meeting to be held on 28 April 2011 at 10.00 a.m. (GMT+2) in Sotkamo at Hotel Holiday Club Katinkulta, at Katinkullantie 15, 88610 Vuokatti, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m. (GMT+2).

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the year 2010
· Review by the CEO

7. Adoption of the Financial Statements

8. Resolution on measures to be taken owing to the result of the financial period and the payment of dividend

The Board of Directors proposes that no dividend is paid for 2010 and that the loss of the financial period is entered into the Company's profit/loss account on the balance sheet.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Remuneration Committee proposes that the annual fee payable to the members of the Board of Directors for the term until the close of the Annual General Meeting in 2012 be increased with respect to the chairmanships and be as follows: Chairman of the Board of Directors EUR 160,000, Deputy Chairman (Senior Independent Director) EUR 69,000, Chairman of the Audit Committee EUR 69,000, Chairman of the Nomination Committee EUR 53,000, Chairman of the Remuneration Committee EUR 53,000, Chairman of the Sustainability Committee EUR 53,000, other Non-executive Directors and Executive Directors EUR 48,000.

11. Resolution on the number of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the number of the members of the Board of Directors is confirmed to be seven (7).

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that Mr. Edward Haslam, Mr. Eero Niiva, Ms. Eileen Carr, Mr. D. Graham Titcombe, Mr. Pekka Perä, Mr. Tapani Järvinen and Ms. Saila Miettinen-Lähde be re-elected as Board Members, subject to their consent.

13. Resolution on the remuneration of the Auditor

The Audit Committee of the Board of Directors proposes that the Auditor be reimbursed according to the auditor's approved invoice.

14. Election of Auditor

The Audit Committee of the Board of Directors proposes that authorised public accountants PricewaterhouseCoopers Oy be elected as Auditor. PricewaterhouseCoopers Oy has confirmed that in the event it be re-elected as auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson.

15. Authorising the Board of Directors to decide on the repurchase of the Company's own shares

The repurchase authorisation is proposed to be valid until 27 October 2012. The proposed authorisation replaces the authorisation to repurchase 10,000,000 shares granted by the Annual General Meeting of 15 April 2010.

16. Issue of stock options

The Board of Directors proposes that stock options be issued by the Annual General Meeting partly to the key employees and partly to the personnel of the Company and its subsidiaries. The maximum total number of stock options issued will be 5,500,000 and the stock options entitle their owners to subscribe for a maximum total of 5,500,000 new shares in the Company or to receive existing shares held by the Company.

The share subscription price will be based on the trade volume weighted average quotation of the Talvivaara Mining Company Plc share on NASDAQ OMX Helsinki Ltd in March 2011, 2012 and 2013. The share subscription period for stock options 2011A, will be 1 April 2014 - 31 March 2016, for stock options 2011B, 1 April 2015 - 31 March 2017 and for stock options 2011C, 1 April 2016 - 31 March 2018. The beginning of the share subscription period requires attainment of certain operational or financial targets determined by the Board of Directors annually.

17. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice are available on Talvivaara Mining Company Plc's website at www.talvivaara.com/agm-2011. The Annual Report, the Report of the Board of Directors and the Auditor's Report of Talvivaara Mining Company Plc, are available on the above-mentioned website no later than 29 March 2011. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 12 May 2011.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 14 April 2011 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 21 April 2011 at 4.00 p.m. (GMT+2) by giving a prior notice of participation, which shall be received by the Company no later than on the above-mentioned date. Such notice can be given:

a) on the Company's website www.talvivaara.com/agm-2011-registration.The internet registration shall commence on 24 March 2011 at 8.00 a.m. (GMT+2).
b) by e-mail agm(at)talvivaara.com;
c) by telefax; +358 20 712 9801; or
d) by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor, Espoo, FIN-02170 Finland.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 14 April 2011, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 21 April 2010 by 10 a.m. (GMT+2). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

3. Proxy representative and powers of attorney

Possible proxy documents should be delivered in originals to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor, Espoo FIN-02170, Finland before the last date for registration.

4. Other instructions and information

On the date of this notice to the Annual General Meeting 23 March 2011, the total number of shares and votes in Talvivaara Mining Company Plc is 245,364,096 shares and votes.

The Annual General Meeting will be held in the Finnish language, but questions can also be presented in the English language.

Espoo 23 March 2011

TALVIVAARA MINING COMPANY PLC

The Board of Directors

Talvivaara Board Member Update

Wed, 23 Mar 2011 18:05:07 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

23 March 2011

Talvivaara Board Member Update

Pursuant to Listing Rule 9.6.14(2), Talvivaara Mining Company Plc ("Talvivaara") notes that as of 22 March 2011, Gordon Edward Haslam, Chairman of the Board has been appointed as the Senior Independent Non-Executive Director of Centamin Egypt Limited, the mineral exploration, development and mining company dual listed on the Main Market of the London Stock Exchange and the Toronto Stock Exchange.

Mr. Haslam's role with Talvivaara is unaffected by this appointment, and he will maintain his position as the Senior Independent Non-Executive Director of Namakwa Diamonds and non-executive director of Aquarius Platinum Limited.

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer

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 and is included in the FTSE 250 Index. Further information can be found at www.talvivaara.com.

Talvivaara Share Subscriptions Based On Stock Options 2007A

Mon, 21 Mar 2011 15:14:09 +0200

Stock Exchange Release

Talvivaara Mining Company Plc

21 March 2011

Share Subscriptions Based On Stock Options 2007A

A total of 13,000 Talvivaara Mining Company Plc's new shares were subscribed for during the period between 1 January 2011 and 28 February 2011 under the company's stock option rights 2007A. The entire subscription price of EUR 34,023.30 will be entered in the invested unrestricted equity reserve. As a result of the share subscriptions, the number of Talvivaara Mining Company Plc shares will increase to 245,364,096.

The shares subscribed for under the stock options were registered in the Trade Register on 21 March 2011, as of which date the new shares will establish shareholder rights.

Trading in the new shares will begin on NASDAQ OMX Helsinki on 22 March 2011.

The share subscription period for stock options 2007A is between 1 April 2010 and 31 March 2012. By 28 February 2011 a total of 187,378 Talvivaara Mining Company Plc's new shares were subscribed for under the stock option rights 2007A and a total of 2,145,722 stock option rights 2007A remain unexercised.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on:

www.talvivaara.com/investors/Share-information/share-options-plan

www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-
programs/Talvivaara

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800
Pekka Erkinheimo, Chief Commercial Officer
Saila Miettinen-Lähde, Chief Financial Officer

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

Talvivaara Mining Company Plc - Listing of Stock Options 2007B

Thu, 17 Feb 2011 09:14:32 +0200

Stock Exchange Release
Talvivaara Mining Company Plc
17 February 2011

Talvivaara - Listing of Stock Options 2007B

The share subscription period for Talvivaara Mining Company Plc stock options 2007B will commence on 1 April 2011. The Board of Directors of Talvivaara has resolved to apply for listing of stock option rights 2007B on NASDAQ OMX Helsinki as of 1 April 2011.

A total of 2,333,100 option rights 2007B were issued. There are currently approximately 200 key employees holding a total of 2,333,100 stock options 2007B.

Each stock option 2007B entitles its holder to subscribe for one share of Talvivaara at a subscription price of GBP 2.625. The amount of the dividend decided before share subscription will be deducted from the share subscription price as per the dividend record date. The share subscription period is 1 April 2011 - 31 March 2013.

As a result of the exercise of the outstanding stock options 2007B, the number of the Talvivaara shares may increase by a maximum of 2,333,100 new shares, which accounts for 1 % of the number and voting rights of the outstanding shares after registering of the new shares.

The terms and conditions of Talvivaara Stock Options 2007 with additional information are available on the Talvivaara website.

www.talvivaara.com

https://www.evli.com/web/FI/en/private-clients-and-companies/other-services/incentive-programs/Talvivaara

ENQUIRIES

Talvivaara Mining Company Plc Tel: +358 20 7129 800

Pekka Erkinheimo, Chief Commercial Officer

Saila Miettinen-Lähde, Chief Financial Officer

Talvivaara Mining Company Plc

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

Talvivaara releases

Talvivaara Mining Company Plc: Management Changes

Talvivaara Mining Company Plc. Board of Directors Organizational Meeting 2012

Resolutions of Talvivaara Mining Company Plc Annual General Meeting 2012

Talvivaara Mining Company Interim Report for January-March 2012

Talvivaara Invests More than EUR 13 Million in Environmental Technology

Talvivaara Share Subscriptions Based on Stock Options 2007A

Talvivaara Mining Company Plc - Production Update

Requested clarifications provided to the Finnish Safety and Chemicals Agency - Metals recovery plant to be re-started

Talvivaara Mining Company Plc - Uranium Permitting Update

Talvivaara Mining Company Plc: Clarifications requested by the Finnish Safety and Chemicals Agency

Talvivaara Mining Company Plc. Board Member Update

Talvivaara Mining Company Plc. Directors Dealings

Talvivaara Mining Company Plc issues EUR 110 million bond

Talvivaara Mining Company Plc Online Annual Report 2011 Published

Listing of Talvivaara Mining Company Plc Stock Options 2007C

Talvivaaran Mining Company Plc. : Notice of Annual General Meeting 2012

Death at the Talvivaara Sotkamo Mine in Finland

Press Release Talvivaara increases its stake in Fennovoima as part of implementing its energy strategy

New shares of Talvivaara Mining Company Plc registered with the Finnish Trade Register

Talvivaara Mining Company Plc. Resolutions of Extraordinary General Meeting

Talvivaara Uranium Permitting Update: licence granted by Finnish Government to extract Uranium as a by-product

Talvivaara Share Subscriptions Based on Stock Options 2007A

Talvivaara Mining Company Plc: Notice of Extraordinary General Meeting

Talvivaara Mining Company Plc: Adjustment to conversion price of convertible bonds due 2013 and 2015

Result of Placing of up to 24,589,050 new Ordinary Shares of Talvivaara Mining Company Plc

Talvivaara Mining Company annual results review for year ended 31 December 2011

Proposed Placing of up to 24,589,050 new Ordinary Shares of Talvivaara Mining Company Plc

Talvivaara Mining Company Plc Management and Board Changes 2012

Talvivaara Share Subscription Schedule 2012 under Talvivaara Stock Options

Talvivaaran Kaivososakeyhtiö Oyj : Notice of Financial Results 2011 on 16 February 2012

Talvivaara share subscriptions based on stock options 2007A

Talvivaara Mining Company Plc Uranium Permitting Update 18 January 2012

Talvivaara Mining Company Annual Summary of Stock Exchange Releases 2011

Talvivaaran Mining Company Plc - Production Update January 2012

Talvivaara receives European Commission approval for Uranium off-take agreement with Cameco Corporation

Talvivaara Mining Company Plc. 2011 Capital Markets Day Financial and operational update

Talvivaara environmental update Company reports systematic corrective action

Talvivaara Mining Company Plc. Announces Dates of Financial Reporting for 2012

Talvivaara Mining Company Plc. Announces Dates of Financial Reportingfor 2012

Correction to Finnish Stock Exchange Release: No authority investigation ongoing for a temporary close-down of Talvivaara mining operations

Talvivaara: No authority investigation ongoing for a temporary close-down of Talvivaara mining operations

Talvivaara Mining Company Plc. Director Dealings

Talvivaara Mining Company Interim Report for January-September 2011

Talvivaara Management Change

Talvivaara Operational and Management Update Oct 2011

Talvivaara - Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Talvivaara share subscriptions based on stock options 2007A and 2007B

Talvivaara Mining Company Interim Report for January-June 2011

Holdings in Company (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Talvivaara Share Subscriptions Based on Stock Options 2007A and 2007B

Talvivaara Mining Company Plc. Director Dealings

Talvivaara Mining Company Plc. Director Dealings

Talvivaara Mining Company Plc acquires 4% shareholding in Talvivaara Sotkamo Ltd from Outokumpu Mining Oy

Talvivaara Share Subscriptions based on Stock Options 2007A and 2007B

Talvivaara Share Subscriptions Based on Conversion of the Convertible Bonds and Stock Options 2007A

Talvivaara Share Subscription Price and Market Value Stock Options 2011A

Talvivaara Mining Company Plc. Board of Directors Organizational Meeting

Resolutions of Talvivaara Mining Company Plc Annual General Meeting

Talvivaara Mining Company Interim Report for January-March 2011

Talvivaara Board Member Update

Holding(s) in Company - (Flagging notification in accordance with Chapter 2, Section 10 of the Finnish Securities Market Act)

Production update

Talvivaara's Annual Report 2010 and the Corporate Governance Statement published

Talvivaara Mining Company Plc. Notice of AGM

Talvivaara Board Member Update

Talvivaara Share Subscriptions Based On Stock Options 2007A

Talvivaara Mining Company Plc - Listing of Stock Options 2007B

Talvivaara environmental update
Company reports systematic corrective action