PROSPECTUS Dannemora a Mineral AB (A public limited liability company organi ized under the Swedish Companies Act) Business registration number 556678-3329 www.dannem oramineral.se Listing of 1,500,000 new class B shares i n Dannemora Mineral AB on Oslo Axess, issued in connection with a private pla acement completed on 15 March 2012 at a subscription at a subscription price of SEK 69 price of SEK 69. This Prospectus does not constitute an offer to b buy, subscribe for or sell the securities described herein. The prospectus serves as a listing prospe ectus and no shares or other securities are being offered or sold in any jurisdictio on pursuant to this prospectus. 25 April 2012 Manag ged by:
PROSPECTUS – DANNEMORA MINERAL AB IMPORTANT NOTICE This Prospectus has been prepared in connection with the listing on Oslo Axess of 1.5 million new Class B shares in Dannemora Mineral AB. This Prospectus has been prepared solely in the English language. The Prospectus has been reviewed and approved by Finanstilsynet pursuant to Section 7-7 of the Norwegian Securities Trading Act. Any new material information and any material inaccuracy that might have an effect on the assessment of the shares arising after the date of publication of this Prospectus and prior to the listing will be published and announced as a supplement to this Prospectus in accordance with Section 7-15 of the Securities Trading Act. Without limiting the manner in which the Company may choose to make public announcements, and subject to the Company’s obligations under applicable law, announcements in relation to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system. The distribution of this Prospectus may be restricted by law in certain jurisdictions. The Company requires persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer to subscribe for shares in the Company. The content of this Prospectus are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult its own legal advisor, business advisor, financial advisor or tax advisor as to legal, business, financial and tax advice. Any dispute regarding the Prospectus shall be governed by Norwegian law and Norwegian courts alone shall have jurisdiction in matters relevant hereto. Investing in shares involves risks. Please refer to Section 2 of the Prospectus for a description of certain risk factors. An investment in the Company should only be made by investors able to sustain a total loss of their investment. Investors are strongly recommended to consult an investment advisor who specialises in investments of this nature before making any decision to invest in the Company. 1 1
PROSPECTUS – DANNEMORA MINERAL AB TABLE OF CONTENTS 1. Summary ______________________________________________________________ 3 2. Risk factors ___________________________________________________________ 10 3. Responsibility for the Prospectus __________________________________________ 13 4. The Private Placement __________________________________________________ 14 5. Presentation of Dannemora Mineral AB ____________________________________ 19 6. Market overview _______________________________________________________ 33 7. Board of Directors, management and corporate governance ____________________ 38 8. Historical financial information __________________________________________ 44 9. Share capital and shareholder matters _____________________________________ 54 10. Legal and arbitration proceedings _______________________________________ 61 11. Tax issues ___________________________________________________________ 62 12. Summany of Expert Opinion ___________________________________________ 65 13. Additional information ________________________________________________ 66 14. Cautionary note regarding forward-looking statements ______________________ 67 15. Definitions __________________________________________________________ 68 Appendix 1 Articles of Association of Dannemora Mineral AB __________________ 70 Appendix 2 Summary of Expert Opinion _______________________________________ 74 2 2
PROSPECTUS – DANNEMORA MINERAL AB 1. Summary This summary should be read as an introduction to the Prospectus, and is qualified in its entirety by the more detailed information appearing elsewhere in this Prospectus and in the appendices to this Prospectus. Any decision to invest in Dannemora Mineral should be based on a consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff might under the applicable national legislation, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled the summary including any translation thereof, and applied for its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus. For the definitions of terms used throughout this Prospectus, see Section 14 “Definitions”. 1.1 About Dannemora Mineral 1.1.1 General information Dannemora Mineral is a public limited liability company incorporated and operating under the laws of Sweden, with company registration number 556678-3329 and registered address at Storrymningsvägen 7, SE-748 30 Österbybruk, Sweden, phone + 46 295 24 44 00, fax + 46 295 250 30. The Company’s web site is www.dannemoramineral.se. 1.1.2 History Dannemora Mineral was incorporated in 2005. In 2006 the Company received the licence to restart the mining activities in Dannemora, Sweden. The B shares have traded on First North in Sweden since 25 May 2007 under the ticker code DMAB B. Between November 2009 and October 2010 the Company signed agreements for delivery of iron ore products for trial testing with Austrian steel company Voestalpine AG, German steel company Salzgitter AG, ThyssenKrupp, German steel company Roheisengesellschaft Saar mbh, Swedish steel company SSAB, and Arcelor Mittal. Deliveries of a total of 86,000 ton were completed to these potential purchasers between December 2009 and December 2010. s In December 2009 the sector-leading consulting company Micon Ltd completed a technical, environmental, legal and financial due diligence for the Dannemora Iron Ore project. The results largely confirmed the conclusions from the previous feasibility study. The project rests on a sound financial base and has a potential to generate an attractive return on invested capital. In March 2010 the Company raised SEK 165 million in a private placement. In April 2010 the Company raised SEK 87 million in a private placement. In June 2010 the Company implemented a public offering of 100,400 B shares which were admitted to trading on the Oslo Axess. In February 2011 the Company raised USD 120 million in a new senior secured bond issue. On 10 March 2011 the Company announced its decision to apply for admission of the Company’s B shares to trading on the Stockholm Stock Exchange’s main list. In March 2011 the Company entered into a five-year off-take agreement with Salzgitter Flachstahl for annual deliveries of up to 300,000 ton of iron ore, with deliveries scheduled to start in the second quarter of 2012. 3 3
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