PROSPECTUS Dannemora a Mineral AB (A public limited liability - - PDF document

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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

SLIDE 1

PROSPECTUS

Dannemora

(A public limited liability company organi Business registration www.dannem

Listing of 1,500,000 new class B shares i issued in connection with a private pla at a subscription at a subscription

This Prospectus does not constitute an offer to b

herein. The prospectus serves as a listing prospe

Manag 25 April 2012

ffered or sold in any jurisdictio

a Mineral AB

ized under the Swedish Companies Act) number 556678-3329

ramineral.se

n Dannemora Mineral AB on Oslo Axess, acement completed on 15 March 2012 price of SEK 69 price of SEK 69.

buy, subscribe for or sell the securities described ectus and no shares or other securities are being ged by:

n pursuant to this prospectus.

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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
f 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

f 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.

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PROSPECTUS – DANNEMORA MINERAL AB

2

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

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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.

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PROSPECTUS – DANNEMORA MINERAL AB

4

In August 2011 the Company announced the results from a diamond drilling program in the northern parts of the Dannemora field. The program resulted in a new calculation of a mineral resource for Dannemora mine which resulted in an increased tonnage of 2.75 million ton. On 19 September 2011 the Company, given the weak and negative stock market climate, decided to postpone the application to trading on the Stockholm Stock Exchange’s main list until further notice. On 11 October 2011 the Company entered into a five-year off-take agreement with ThyssenKrupp Steel Europe to supply at least 200,000 ton of iron ore every year, with an option of suppling up to 300,000 ton. On 14 October 2011 the Company signed a five-year contract (off-take agreement) with Stemcor UK Ltd for the annual supply of up to 40 percent of production or approx. 600,000 ton of iron ore. Commercial mining began on 13 January 2012. The official re-opening of the Dannemora iron ore mine will take place on 13 June 2012. On 15 March 2012 the Company raised SEK 103.5 million in the private placement (“The Private Placement”) as described herein in Section 4. A more comprehensive outline of the Company’s history and development is set forth in Section 5.2.2. 1.1.3 Operations Dannemora Mineral AB is a mining and exploration company, with its primary goal to resume

perations of the Dannemora iron ore mine in Sweden. The Company also engages in exploration

activities to increase the iron ore base locally and regionally. In addition, the Company intends to engage in exploration for base and precious metals in a number of areas in Uppland, where the probability of finding new mineable deposits is considered good. 1.1.4 Licences and permits The Company’s main asset is the exploitation concession to conduct mining activities in the Dannemora mine. In addition the Company has a number of exploration permits in the Dannemora area and elsewhere in Sweden. An overview of the Company’s exploration and exploitation permits is provided in Section 5.5.6 of this Prospectus. 1.1.5 Legal structure The following figure gives an overview of the Company and its subsidiaries. 1.1.6 Related party transactions During the past three accounting years and up to the date of the Prospectus, the Company has entered into the following agreements with related parties; Consulting agreements with Svensk Prospekteringskonsult AB (board member Lennart Falk) and Geo Management AB (former board member Lars-Göran Ohlsson). During the period April 2008 to March

Dannemora Mineral AB (publ) Dannemora Prospektering AB Dannemora Magnetit AB Dannemora Förvaltnings AB Dannemora Mineral AB (publ) Dannemora Prospektering AB Dannemora Magnetit AB Dannemora Förvaltnings AB Dannemora Mineral AB (publ) Dannemora Prospektering AB Dannemora Magnetit AB Dannemora Förvaltnings AB Dannemora Mineral AB (publ) Dannemora Prospektering AB Dannemora Magnetit AB Dannemora Förvaltnings AB

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PROSPECTUS – DANNEMORA MINERAL AB

2011 Dannemora Mineral has bought consultancy services for a total of SEK 504,000 from Svensk Prospekteringskonsult AB and SEK 336,000 from Geo Management AB.

1.2 Board, senior management and employees

1.2.1 Board of Directors As of the date of the Prospectus, the Board of Directors consists of the following: Nils Bernhard (chairman), Nils Sandstedt (deputy chairman), Lennart Falk, Christer Lindberg, Niklas Nordström, Robert Eek and Stefan Månsson. See Section 6 in this Prospectus for more details. 1.2.2 Senior management As of the date of the Prospectus, the senior management of the Company consists of the following individuals: Staffan Bennerdt (CEO), Niklas Kihl (CFO), Kjell Klippmark (Managing Director Dannemora Magnetit AB), Jan Vestlund (Head of Sales and Marketing), Dannemora Magnetit AB) and Yvonne Gille (Head of Human Resources and Information (Born 1950). 1.2.3 Employees As of the date of the Prospectus, Dannemora Mineral AB had 52 employees.

1.3 Selected consolidated financial information for Dannemora Mineral

The following is a summary of the consolidated audited historical financial information for Dannemora Mineral for the accounting years 2009, 2010 and 2011. The figures are presented in accordance with IFRS and the Swedish Annual Accounts Act. See Section 8.2 in this Prospectus for more details. 1.3.1 Income Statement - summary

2011 Audited 2010 Audited 2009 Audited (SEK 1,000) IFRS IFRS IFRS Operating revenue 3 131 44 863 5 957 Other external costs

32 059
83 314
19 650

Personnel expenses

20 988
12 357
9 874

Depreciation, amortisation and impairment of assets

3 081
1 130
498

Total operating expenses

56 128
96 801
30 022

Operating profit/loss

52 997
51 938
24 065

Financial income 20 035 1 026 689 Financial expense

85 198
27
37

Total financial items

65 163

999 652 Profit/loss after financial items

118 160
50 939
23 413

Profit/loss for the period

118 176
50 939
23 413

Total result

118 176
50 939
23 413
Cf. Section 8.2.1 in this Prospectus.

1.3.2 Balance Sheet - summary

2011 2010 2009 (SEK 1,000) IFRS IFRS IFRS Non-current assets Intangible assets Activated expenses for exploration and evaluation assets Licences 40 701 1 621 38 166

34 073
Sum intangible assets

42 322 38 166 34 073 Tangible assets Land and buildings 17 156 16 285 15 831

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PROSPECTUS – DANNEMORA MINERAL AB

6

Plant and machinery Equipment, tools and fixtures & fittings 1 129 1 125

Construction in progress 606 229 129 424 88 870 Total tangible assets 625 639 146 428 105 388 Total financial assets 2 123 2 121 2 131 Total non-current assets 670 084 186 715 141 592 Current assets Products in progress Trade receivables 8 130 121

10 857
79

Other current receivables 19 164 9 514 1 393 Prepayments and accrued income 11 037 260 258 Cash and bank balances 628 836 212 134 62 641 Total current assets 667 288 232 765 64 371 Total assets 1 337 372 419 480 205 963 Equity Share capital 2 218 1 898 1 242 Other contributed capital 632 118 487 740 242 715 Retained earnings, incl. profit/loss for the year

228 127
109 951
59 012

Total equity 406 210 379 687 184 945 Liabilities Long-term liabilities Long-term liabilities 800 039 13 000 13 000 Other long-term liabilities

Total long-term liabilities 800 039 13 000 13 242 Current liabilities Trade payables 69 833 17 909 3 470 Other liabilities 15 619 875 845 Accruals and deferred income 45 671 8 009 3 461 Total current liabilities 131 123 26 793 7 776 Total equity and liabilities 1 337 372 419 480 205 963

Cf. Section 8.2.1 in this Prospectus.

1.3.3 Significant changes and trend information After the end of the last financial year, the following changes has occurred which affect the Group’s financial and trading position, ref. Section 8.8 in this Prospectus.

Dannemora Mineral and Hargs Hamn AB signed a ten-year contract for terminal services.

This and the previous contracts with Green Cargo and NACCO mean that Dannemora has now covered the entire logistics chain from mine to ship loading.

An update of the Company’s mineral reserve reported 35.1 million ton of probable mineral

reserves grading 35.3 percent iron. This is an increase of 6.9 million ton.

Dannemora Mineral AB has notified the Mining Inspectorate of the start of mining operations

from 13 January 2012.

The Company entered a full-service contract with ABB, which gives ABB full responsibility

for process plant maintenance.

The investment project in Dannemora has progressed without disruption so far and the sorting

plant will start operations in the second quarter of 2012.

On 15 March 2012 the Company raised SEK 103.5 million in the private placement (“The

Private Placement”)

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PROSPECTUS – DANNEMORA MINERAL AB

Except for the changes listed above, the Group has not experienced any significant uncertainties or events or changes in trends, demands or commitments that are reasonably likely to have a material effect on the Group’s prospects for the current financial year after the end of 31 December 2011 and to the date of this Prospectus. As of the date of the Prospectus, the Company is not aware of any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the Company’s operations. 1.3.4 Capitalisation and indebtedness The table below gives an overview of the Group’s capitalisation and indebtedness at 31 December 2011, as well as the adjustments numbers close to the date of this Prospectus. The Group does not have any indirect or contingent indebtedness. Cf. Section 8.7.2 in this Prospectus.

(SEK 1,000) 31 Dec 2011 Change Adjusted 29 Feb 2012 Note Share Capital Legal Reseve Other Reserves Shareholder equity (A) 2 218 1 07 8 402 914 406 210 10 83 7 10 837 2 218 1 078 413 751 417 047 2 Current debt Guaranteed Secured 26 844 13 999 40 843 3 Unguaranteed/unsecured 104 279

11 720

92 559 4 Total current debt 131 123 2 279 133 402 Non-current debt Guaranteed Secured 800 039

42 038

758 001 6 Unguaranteed/unsecured Total non-current debt 800 039

42 038

758 001 Total indebtedness 931 162

39 759

891 403 Total capitalisation 1 337 372

28 922

1 308 450 ACash B Cash equivalents CTrading securities 628 836

142 210

486 626 5

D. Liquidity (A+B+C)

628 836

142 210

486 626

E. Current financial receivables

38 452

1 681

36 771

F. Current bank debt
G. Current portion of non-current debt
H. Other current financial debt
I. Current financial debt (F+G+H)
J. Net current financial indebtedness (I-E-D)
667 288

143 891

523 397
K. Non-current bank loans
L. Bonds issued

800 039

42 038

758 001 6

M. Other non-current loans
N. Non-current financial debt (K+L+M)

800 039

42 038

758 001

O. Net financial indebtedness (J+N)

132 751 101 853 234 604 Notes:

1. On 15 March 2012 and the date of this Prospectus the Company completed a private placement of SEK 103.5 million, as

described in Section 4 in this Prospectus.

2. Related to the profit for the period, refers mostly to unrealised exchange profit on bond loan SEK 39.9 million and
perating loss at SEK -29.6 million.
3. Related to accrued interest on bond loan
4. Mostly related to the decrease in trade payables and refers to the investment project.
5. Related mostly to cash flow from investing activities
6. Related mostly to unrealized exchange profit on bond loan

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PROSPECTUS – DANNEMORA MINERAL AB

8 1.4 Share capital and major shareholders

Following the Private Placement, the share capital of Dannemora Mineral is SEK 2,457,664 divided into a total of 15,360,400 shares (1,200,000 class A shares and 14,160,400 class B shares), each with a par value of SEK 0.16. All shares are currently issued and fully paid. The Company has two classes of shares; class A and class B shares. Class A shares carry 10 votes per share, while class B shares carry 1 vote per share. All shares carry an equal entitlement to a share of the Company’s assets and earnings. All shares have otherwise equal rights. The class A shares are issued electronically in Euroclear in Sweden. The class B shares are issued electronically in Euroclear in Sweden and in the Norwegian VPS. The class B shares are traded on Oslo Axess in Norway and First North in Sweden. The Company has announced its intention to apply for admission to trading on the Stockholm Stock Exchange’s main list, but, given stock market conditions, has decided to postpone the application until further notice. The International Securities Identification Number (ISIN number) for class B shares is ISIN SE0001879818. The Company’s Swedish registrar is Euroclear Sweden AB, Box 7822, 103 97 Stockholm, Sweden, and the Company’s Norwegian registrar is DNB ASA, Stranden 21, 0250 Oslo, Norway. To the Company’s knowledge, the following shareholders have holdings in excess of the statutory thresholds for disclosure requirements under the Securities Trading Act: Company´s founders, Lennart Falk and Nils Bernhard, owned 6.2% and 5.9% of the total outstanding shares in the Company,

respectively. Since the class A shares have different voting rights than the class B shares (see Section

9.1 and Section 9.10), Mr. Falk controls 25.39% and Mr. Bernhard controls 25.22% of the votes at the Company’s general meetings. See Section 9 for more information.

1.5 Description of the already completed Private Placement

On 15 March 2012 the Company completed the Private Placement of 1.5 million class B shares to Norwegian and other international professional investors. The subscription price per share, being SEK 69 per share, was set through a bookbuilding process and in consultation with the Managers; the aggregate subscription price thereby amounting to SEK 103,500,000. The Private Placement has increased the share capital of the Company from SEK 2,217,664 to SEK 2,457,664. The subscription price has been paid in full and the share capital increase was duly registered in the Swedish Companies Registration Office on 16 April 2012. The New Shares will be registered in the VPS under the International Securities Identification Number (ISIN number) SE0001879818. The per share dilution of ownership as a result of the Private Placement is 9.8%.

1.6 Advisors and Auditor

Swedbank First Securities has acted as Manager to Dannemora Mineral in connection with the Private Placement. Raeder has acted as Legal advisor and Swedbank First Securities has acted as Manager to Dannemora Mineral in connection with the publication of this Prospectus.

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PROSPECTUS – DANNEMORA MINERAL AB

The Company’s auditor is PWC AB, SE-113 97 Stockholm, Sweden, ref Section 8.9. First Securities was registered as owner of nil shares in Dannemora and employees of Swedbank First Securities owned 14,100 shares as of the date of this Prospectus. Ræder does not own any shares in the Company as of the date of this Prospectus

1.7 Summary of risk factors

Readers of the Prospectus should carefully consider all of the information contained herein, and in particular the risk factors, set out in full in Section 2 of this Prospectus, which may affect some or all

f the Company’s activities and which may make an investment in the Company one of high risk. The

actual results of the Company could differ materially from those anticipated as a consequence of many factors, including the summary of risk factors below. The Company may be exposed to a number of operational risks, e.g. risks related to the Company’s ability to raise further capital, dependency on ore prices and foreign currencies, the Company’s ability to sign agreements with customers, the Company’s ability to recruit and retain qualified personnel, environmental requirements, the Company’s ability to carry out exploration activities and mining and process technology. In addition there are a number of risks that could affect the Company’s shares, e.g. the volatility of the share price, the liquidity of the shares, and the fact that shareholders may be diluted if they are unable to participate in potential future equity offerings. The Company may also be exposed to legal and regulatory risks as the laws and regulations applicable to the mining industry and the Company’s business may be subject to change. Furthermore, official licences and permits are critical to the Company’s activities, and there can be no assurance that changes in the permits and licences will not affect the Company’s business in the future.

1.8 Documents on display

For the life of the Prospectus, the following documents (or copies thereof) will be available for inspection at the Company’s offices at: Storrymningsvägen 7, SE 748 30 Österbybruk, Sweden, tel.: +46 295 244 400 and fax: +46 295 250 30 or at www.dannemoramineral.se.

(a) the memorandum and articles of association of the Company; (b) all reports, letters, and other documents, historical financial information, valuations and

statements prepared by any expert at the Company's request any part of which is included

r referred to in this Propectus;

historical financial information for the Company and its subsidiary undertakings for each

f the two financial years preceding the publication of this Prospectus.

1.9 Expenses

The estimated transaction costs for Dannemora Mineral related to the Private Placement will be approximately SEK 4,140,000, meaning that the net proceeds of the Private Placement will be SEK 99,360,000. No expenses or taxes are charged to the subscribers in the Private Placement by Dannemora Mineral or the Managers. Cf. Section 4.3.14 in this Prospectus.

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2. Risk factors

Before investing in the Company, investors should carefully consider all of the information contained in this Prospectus, and in particular the following risk factors, which may affect some or all of the Company’s activities, the industry in which it operates and the Company’s securities. If any of the following risks actually materialise, the Company’s business, financial position and

perating results could be materially and adversely affected.

An investment in the Dannemora Mineral shares is recommended only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of their investment.

2.1 Operational risks

2.1.1 Raising of capital Resumption of operations in the Dannemora mine and continuing exploration for new deposits will require capital contributions. Creation of shareholder value is dependent on the structure of the planned financing of the production facilities (internal-external capital ratio) and the capital cost at which it can be carried out. Although the due diligence study shows the mining project to have financial viability, there are no guarantees that additional venture capital or loans may be forthcoming. Dannemora Mineral cannot be certain that additional funding will be available to the Company on acceptable terms when required, or at all. Because of the current uncertainty in the global capital markets, the Company’s ability to enter the capital market and raise additional funds may be difficult. 2.1.2 Profitability Due to the fact Dannemora is in the initial investment phase Dannemora Mineral has not achieved profitability and has not yet received revenue from mining. Dannemora Mineral will need to gain significant revenue to achieve and maintain profitability. A failure to do so would increase the level of the Company’s losses. If Dannemora Mineral does achieve profitability, the Company cannot be certain that it can sustain or increase profitability on a quarterly or annual basis in the future. 2.1.3 Ore prices and currencies Key risks, which may also represent opportunities, are associated with the price of iron ore and movements in exchange rates. The price of iron ore is set in dollars per percentage of iron content. Until 2009, prices were set during annual negotiations between the major steel producers and iron ore

producers. These benchmark prices then represented the standard for other players around the world.

The benchmark price is currently established through quarterly negotiations between the major steel producers, but there are indications that this model may be abandoned.or modified. There are indications that a short-term pricing system may be established in the future, with the spot market gaining increasing importance. Such a change may lead to a higher degree of volatility in Dannemora’s financial performance. 2.1.4 Iron ore supplies and markets Steel is the end user of more than 99% of all iron. There is a risk that global demand for steel may be softer than expected during the coming years leading to reduced prices in a more competitive supplier

market. There are currently several new development projects underway that may increase supply and

lead to a less favourable market balance for the suppliers of iron ore. 2.1.5 Customers Dannemora Mineral has successfully delivered iron ore products for full scale trial production and the Company is negotiating with several European steel companies. It is the Company´s view that these

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PROSPECTUS – DANNEMORA MINERAL AB

will lead to supply contracts. However, there is a risk that the steel companies may not be ready to enter into a contract, or that they will be willing to do so but under conditions that are not acceptable to Dannemora Mineral. 2.1.6 Personnel Like many other small and medium-sized enterprises, Dannemora Mineral is dependent on its

personnel. Recruitment has been successful to date, although the resumption of operations will require

a significant increase in the workforce, with a considerable need for expertise and specialist knowledge in certain cases. 2.1.7 Environmental requirements Exploration and mining activities are subject to stringent environmental requirements which can cause considerable delays and additional expenditure, even to the point of making mining impossible. However, Dannemora Mineral has been granted an environmental permit under the Swedish environmental code to conduct operations in Dannemora. In addition, the Company already pursues environmental protection activities aimed at meeting different stakeholder requirements. It should also be noted that mining is a longstanding and well regulated industry in Sweden. 2.1.8 Exploration Exploration activities are aimed at increasing the Company’s iron ore reserves, particularly in the vicinity of Dannemora. Consequently, the Company must have the technology, expertise and financial resources to find and explore new areas of mineralisation. 2.1.9 Production technology The geology of the deposits is well understood, and the mining technology and process technology properties have been fully tested. Nevertheless, problems may arise which can change the project’s technical or commercial outcome. 2.1.10 Licenses & permits Official licences and other legal regulations are critical components of the Company’s activities. The Company has been granted a 25 year exploitation concession as well as all other permits and licenses required for resumption of operations at the Dannemora mine. The Company will endeavour to minimise time and cost risks with regard to licenses and testing, and its operations will be characterized by open and constructive cooperation with the relevant authorities. In principle, all licenses and permits may be subject to change and may be revoked in cases of breach

f applicable conditions. To the Company's knowledge, no significant changes are about to be made.

Furthermore, the Company intends to fulfill all applicable conditions. Hence, the Company considers the license risk to be low.

2.2 Risks related to the shares

2.2.1 Volatility of the share price The trading price of the Dannemora Mineral shares could fluctuate significantly in response to variations in operating results, general economic outlook, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of commodity prices or competitors or changes to the regulatory environment in which the Company

perates.

Market conditions may affect the market price of Dannemora Mineral shares regardless of the Company’s operating performance or the overall performance of the mineral exploration and development sector. Accordingly, the market price of the shares may not reflect the underlying value

f Company’s net assets, and the price at which investors may dispose of their shares at any point in

time may be influenced by a number of factors, only some of which may pertain to the Company, while others of which may be outside the Company’s control.

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2.2.2 Liquidity of the shares The Company’s shares are currently listed on First North in Sweden and on Oslo Axess in Norway. This should not be taken as implying that there will always be a liquid market for the shares. An investment in the shares may thus be difficult to realise. Investors should be aware that the value of the shares may be volatile and may go down as well as up. Investors may, on disposing of the shares, realise less than their original investment or may lose their entire investment. The Company will request that the New Shares are admitted to trading on Oslo Axess. Except for unanticipated circumstances, the Company believes that the New Shares will be admitted to such

trading. A delay in the commencement of the listing of the New Shares on Oslo Axess would affect

the liquidity of the New Shares and prevent the sale of these shares until they are allowed for listing. 2.2.3 Shareholders may be diluted if they are unable to participate in potential future equity

fferings

In order to pursue its strategy, the Company may elect to raise further funding through future equity

fferings. Certain investors may be unable to participate in potential future equity offerings, due to the

misapplication of shareholders’ pre-emptive rights in order to raise equity at short notice in the investor market, or for reasons relating to foreign securities laws or other factors. Shareholders unable to participate in potential future equity offerings may therefore see their shareholding in the Company diluted.

2.3 Legal and regulatory risks

The laws and regulations applicable to the industry and the Company’s business may be subject to change and could increase the costs of doing business or otherwise affect the Company’s business. There can be no assurance that new legislation will not impose significant additional costs on the Company’s business or subject the Company to additional liabilities. The Company may be subject to claims that its operations violate these laws. Official licences and permits are critical to the Company’s activities. Although the Company currently holds all licences and permits required to conduct its current and planned business activities, there can be no assurance that changes in the permits, licences and/or conditions hereunder will not increase the costs of doing business or otherwise affect the Company’s business in the future. The Company may at any time be subject to claims and litigation from individuals, companies and interest groups, which may affect the Company’s business.

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PROSPECTUS – DANNEMORA MINERAL AB

3. Responsibility for the Prospectus

3.1 Statement from the Board of Directors

The Board of Directors of Dannemora Mineral hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. 25 April 2012 Dannemora, Sweden Nils Bernhard (chair) Stefan Månsson (board member) Lennart Falk (board member) Nils Sandstedt (deputy chair) Christer Lindberg (board member) Niklas Nordström (board member) Robert Eek (board member)

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4. The Private Placement

4.1 Background, and purpose of the Transaction

The Company has completed a Private Placement whereby 1,500,000 new class B shares in Dannemora Mineral have been fully allocated to Norwegian and other international institutional investors. The Board of Directors resolved on 15 March 2012 to increase the share capital as described in Section 4.2 below. The new share capital has been registered in the Swedish Companies Registration Office. Dannemora Mineral is working towards recommencing the mining operations in the Dannemora iron

re mine. The purpose of the Private Placement was to finance the increased underground investments

needed in order to secure safe and efficient logistics in the mine and additional working capital. On 28 October 2011 the Company released its Q3 2011 numbers which showed a cost overrun mainly due to the fact that existing ramps underground had proven to be inadequate and in poor condition. This information is inconsistent with previously published reports and became evident to the Company in 2H 2011. The cost overrun estimate was approximately SEK 166 million, but new analysis has led the Company to reassess this number downwards. The Company has chosen to build completely new ramps to enhance safety and efficiency when production comes on stream. Dannemora Mineral has decided to invest approximately SEK 120 million underground, in addition to the previously planned investments, for increased production safety and more efficient transport. The gross proceeds from the Private Placement will be approximately SEK 103.5 million. The net proceeds, following a deduction

f transaction costs, will be approximately SEK 99,360,000. This is regarded as sufficient new equity

for the Company, cf. 8.7.5, due to the fact that the Company has been able to reduce other costs.

4.2 Corporate Resolutions

On 3 May 2011 the general meeting passed the resolution to authorize the Board to increase the share capital of the Company by issueing up to new 1,500,000 shares. At the the Annual General Meeting 2011, it was resolved: “[ ] The Meeting authorizes The Board to, in one or several events during the period until next Annual General Meeting, and with or without preferential rights, decide a new issue of maximum 1.5 million shares series B.” On 15 March 2012, the Board resolved the Private Placement on the following terms (in Swedish): 7. NYEMISSIONSBESLUT Beslöts att med stöd av emissionsbemyndigande beslutat av årsstämma den 3 maj 2011, genomföra en riktat nyemission av aktier av serie B. Bolaget tillförs vid full teckning 103 500 000 kronor före emissionskostnader. Följande villkor skall gälla för nyemissionen.

1. Aktiekapitalet skall ökas med högst 240 000 kronor genom nyemission av högst 1 500 000

aktier av serie B.

2. Teckningskursen skall vara 69,00 kr per aktie.
3. Teckningsberättigad skall, med avvikelse från aktieägarnas företrädesrätt, vara Swedbank

First Securities AS för kunders räkning.

4. Teckning skall ske senast den 19 mars 2012.

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PROSPECTUS – DANNEMORA MINERAL AB

5. Betalning skall ske kontant senast den 20 mars 2012.
6. De nyemitterade aktierna medför rätt till vinstutdelning från och med för innevarande

räkenskapsår 2012.

7. Överteckning av nyemissionen kan inte ske.
8. Styrelseordföranden och verkställande direktören bemyndigas att vidtaga sådana smärre

justeringar i emissionsbeslutet som krävs för registrering av emissionsbeslutet hos Bolagsverket, Euroclear Sweden AB samt VPS AS.

9. Tilldelning av tecknade aktier skall ske till den teckningberättigade utan särskilt

tilldelningsbeslut. The following is a translation into English of the said Board resolution: 7. RESOLUTION TO ISSUE SHARES RESOLVED that, pursuant to the authorizaton to issue shares from the general meeting on 3 May 2011, a placement of class B shares shall be carried out. With full subscription, the Company will receive SEK 103,500,00 before transaction costs. The following terms shall apply for the share issue:

1. The share capital increases with up to SEK 240,000 through the issuance of up to 1,500,000

class B shares.

2. The subscription price shall be SEK 69 per share.
3. The subscriber shall be, following a deviation from the shareholders’ preferential rights,

Swedbank First Securities AS on behalf of customers.

4. Subscription shall take place at latest 19 March 2012.
5. Payment shall be in cash and no later than 20 March 2012.
6. The new shares carry right to dividends from and including the present financial year 2012.
7. Oversubscription cannot take place.
8. The Chairman of the Board and the Managing Director are authorised to resolve such

smaller adjustment to this resolution that may be necessary in order for the share issue resolution to be registered in the Swedish Companies Registration Office, Euroclear Sweden AB and VPS AS.

9. Delivery of the subscribed shares shall be made to the subscribers without any further

resolution.

4.3 The Private Placement of Shares

4.3.1 Overview of the Private Placement The New Shares were offered through a book-building process towards Norwegian and other international professional investors subject to a minimum subscription amount of EUR 50,000 per

investor. The Private Placement was not divided into tranches. The application period was set from

17:30 hours on 15 March 2012 until 16 March 2012 at 08:30 hours, but was closed already at 18:30

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PROSPECTUS – DANNEMORA MINERAL AB

16

hours on 15 March 2012 due to good demand and subscriptions received for the maximum amount of shares available under the Board authorization. The total number of New Shares allocated and issued under the Private Placement was 1,500,000. Pursuant to the authorization referred to above, the Private Placement was resolved by the Board on 15 March 2012, where a resolution was passed for the issuance of the New Shares to the parties referenced above. The Private Placement and associated share capital increase in the Company was duly registered in the Swedish Companies Registration Office on 16 April 2012. 4.3.2 Share Capital after the completion of the Private Placement It is anticipated that the New Shares will be issued to the subscribers’ respective VPS accounts on or about 25 April 2012. The New Shares are issued in accordance with the SCA. The Company’s share capital after the Private Placement is SEK 2,457,664 divided into 1,200,000 A Shares and 14,160,400 B shares, each with a par value of SEK 0.16. 4.3.3 Dilution The percentage of immediate dilution resulting from the Private Placement for the Company’s shareholders will be approximately 11.85% of the outstanding B shares before the Private Placement. 4.3.4 Subscription Price The subscription price per share, set by the Board through a book building process and in consultation with the Manager, was SEK 69, with the aggregate subscription price thereby amounting to SEK 103,500,000 before share issue expenses. The subscription price was 4% higher than the average closing price for the Company's B shares in the most recent 10 trading days on First North. The Subscription Price was determined on the basis of an overall evaluation, including the Company’s historical and expected earnings, and future market prospects, and a comparison of these factors with the market valuation of comparable companies, the expected liquidity of the New Shares as well as a wider assessment of the stock market in general. 4.3.5 Allocation of Shares in the Private Placement The Board allocated the shares under the Private Placement to institutional investors based on consultations with the Manager. An important aspect of the allocation principles is the desire to create an appropriate long-term shareholder structure for the Company. The allocation principles, in accordance with normal practice for institutional placements, included factors such as time of subscription, relative order size and sector knowledge. The Company and the Manager also considered the credit-worthiness of the subscribers. The Board of Directors decided to set aside the shareholders preferential right to subscribe for shares. The Board of Directors viewed the proposal as in line with market practice, advantageous for the transaction, the share price and the subscription price as it allowed book building, an expeditious placement, participation of external investors, and reduced the risk of trading based on assumptions regarding the share price development. The following shareholders subscribed for and were allocated shares in excess of 5% of the total New Shares available in the Private Placement:

Investor name Allotment (shares) Allotment (SEK) % Hvalfisken AB 347,800 23,998,200 23.18% Shaps Capital 160,000 11,040,000 10.67% Länsförsäkringär 135,600 9,356,400 9.04%

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PROSPECTUS – DANNEMORA MINERAL AB

Nordea Delphi 84,700 84,700 5,844,300 5,844,300 5.64% 5.64%

Board member Robert Ek subscribed for shares indirectly through APS Capital AB in which he owns 50% of the shares and acts as CEO and Chairman of the Board. APS Capital subscribed for 100,000 shares and was allotted 80,000 shares in the placement, approximately 5.33% of the New Shares issued. Reference is made to Section 9.8 for details of major shareholders as per 30 March 2012, being subsequent to the Private Placement. 4.3.6 The rights conferred by the New Shares The subscribers being allocated New Shares in the Private Placement will have full shareholders’ rights in respect of the New Shares once such shares are credited to their respective VPS/ Euroclear accounts, which is expected to be on or about 25 April 2012. The New Shares will be in book-entry form and will rank pari passu in all respects with the Company’s other outstanding B class shares, including the right to dividends with a record date after the New Shares are issued, and voting rights. See Section 9, “Share Capital and Shareholder Matters”, for a further description of the rights and tradability of the Company’s class B shares. The New Shares are shares of the Company’s class B, which carry one vote each at the general meetings of the Company. All issued class B shares in the Company are vested with equal shareholder rights in all respects. The Company’s Articles of Association do not contain any provisions imposing any limitations on the ownership or the tradability of the class B shares. The New Shares are subject to Swedish law and in particular the SCA. 4.3.7 Listing of the Shares Finanstilsynet’s approved this Prospectus on 25 April 2012. The New Shares are expected to be listed

n Oslo Axess and First North on or about 26 April 2012.

4.3.8 Transferability of the New Shares A subscriber for the New Shares will not under any circumstances be entitled to sell or transfer the New Shares issued in the Private Placement until these shares have been credited on the subscriber’s VPS account. 4.3.9 Gross proceeds from the Private Placement The gross proceeds from the Private Placement to Dannemora Mineral will be approximately SEK 103.5 million. The net proceeds from the Private Placement, following a deduction of transaction costs, will be approximately SEK 99,360,000. 4.3.10 VPS/ Euroclear Registration The Shares are registered in the Norwegian Central Securities Depository (VPS) and Euroclear with the securities number ISIN no. SE 0001879818, which is the same as the class B shares Dannemora Mineral have in issue prior to the Private Placement. The Company’s account manager is DNB ASA, Verdipapirservice, Stranden 21, 0021 Oslo, Norway. 4.3.11 Underwriting The Private Placement was not underwritten. 4.3.12 Manager The Private Placement was managed by Swedbank First Securities, Filipstad Brygge 1, P.O. Box 1441 Vika, 0115 Oslo, Norway, tel. +47 23 23 80 00, fax: +47 23 23 80 01.

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PROSPECTUS – DANNEMORA MINERAL AB

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As of the date of the Private Placement, Swedbank First Securities owned nil shares and employees of Swedbank First Securities owned 14,100 shares in the Company. 4.3.13 Auditors Öhrlings PricewaterhouseCoopers AB, SE-113 97 Stockholm has been the Company’s auditor since its incorporation in 2005. Since 2009 Ms. Annika Wedin is the auditor in charge. She is an authorised public accountant and is a member of FAR, which is the professional institute for authorised public accountants in Sweden. The Company’s historical financial statements have been audited without any qualifications. 4.3.14 Costs The estimated transaction costs for Dannemora Mineral related to the Private Placement will be approximately SEK 4,140,000, meaning that the net proceeds of the Private Placement will be SEK 99,360,000. No expenses or taxes are charged to the subscribers in the Private Placement by Dannemora Mineral or the Managers. 4.3.15 Interest of natural and legal persons involved in the Private Placement Representatives of the Company’s Board Nils Bernhard (218,000 class B-shares), Lennart Falk (260,750 class B shares), Nils Sandstedt (152,000 class B shares), and Robert Eek (443,700 class B shares) own shares in the Company. In the Private Placement Board member of Dannemora Mineral Robert Eek subscribed for shares indirectly through APS Capital AB in which he owns 50% of the shares and acts as CEO and Chairman of the Board. In connection with the allocation of shares, cf. Section 4.3.5, Mr. Eek as a large shareholder may have an interest in being allotted shares in order not to be diluted as a shareholder or to increase his total ownership share in the Company. These are, however, interests that apply equally to all shareholders of the Company. No other representatives of the Company than Mr. Eek subscribed for New Shares in the Private Placement. The Manager was the coordinator and book runner for this Private Placement and will be paid a a management fee of 4% of the gross proceeds raised (cf. Section 4.3.14 regarding the Company's expected total expenses in connection herewith). The Manager has no other interest in this Private Placement.

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PROSPECTUS – DANNEMORA MINERAL AB

5.

Presentation of Dannemora Mineral AB

5.1 Incorporation, registered office and registration number

Dannemora Mineral is a public limited liability company incorporated and operating under the SCA, with company registration number 556678-3329 and registered address at Storrymningsvägen 7, SE- 748 30 Österbybruk, Sweden, Tel + 46 295 24 44 00, Fax + 46 295 250 30. The Company’s web site is www.dannemoramineral.se. The Company’s legal name is Dannemora Mineral AB, which is identical to its commercial name. Dannemora Mineral was incorporated on 17 March 2005 by Lennart Falk and Nils Bernhard.

5.2 History and development

The following gives a brief overview of the main events in the Company’s history and development as well as the history of the Dannemora mine. 5.2.1 The Dannemora Mine The Dannemora mine has ancestries from the former King of Sweden, Gustav Vasa. The oldest document in which the ore reserves are mentioned is a deed of gift from 1481, in which Sten Sture the Elder gave the recently discovered sulphide deposits in the silver mine in the parish of Film, to Councillor of State Jakob Ulfsson, who was also Archbishop of Uppsala. The iron ore deposits in the field, which remained the most important in Sweden until the end of the 1800s, were not mentioned until a century later. However, there is much to indicate that iron ore was extracted long before then. The Dannemora field contains a very large number of old mines and pits, which would point to large-scale mining activity in historical times. In 1532, Gustav Vasa issued a charter to Joakim Piper for the Dannemora mine. Operations continued until a company founded by the King in 1545 took over the mines. After 1640, individuals were given rights to extract the deposits even though they were still owned by the Crown. The mining regulations of 1723 confirmed the ownership rights to the operational mines. At that time the main co-owners were foundries and ironworks, which over the years had established themselves close to the mines in locations with access to water power and woodland. As a result of closures and mergers, the number of co-owners fell and by 1918 there were only six. In 1937, the limited company Dannemora Gruvor was formed by Fagersta AB, Stora Kopparberg AB, Iggesunds Bruk AB and Hargs Bruk AB. The number of owners gradually declined, and in 1974 Stora Kopparberg AB was sole owner of Dannemora Gruvor. Svenskt Stål AB (SSAB) was formed in 1978 to rationalise and streamline the iron ore mines and

steelworks. The new company was owned by the Swedish government, Stora Kopparberg AB and

Gränges AB, and its mining division operated the Dannemora, Grängesberg and Stråssa iron ore mines. In February 1987, the Board of SSAB announced that the Dannemora mine would be closing, although the mine actually remained in operation until 1992. The main reason for the decision was a combination of poor demand for iron ore and low prices. 5.2.2 Dannemora Mineral On 17 March 2005, Dannemora Mineral AB was founded for the purpose of resuming operations at the Dannemora mine. At year end 2005 and in 2006 the Company completed two share issues.

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PROSPECTUS – DANNEMORA MINERAL AB

20

In 2006 the Company carried out a pre-feasibility study. On 29 December 2006 the Company received the licence to restart the mining activities in Dannemora. The Company’s class B shares were listed on First North in Sweden 25 May 2007. In January 2008 the Company conducted a feasibility study of the planned operations in the Dannemora mine, which showed that the project has solid financial viability. In February 2008 Östhammar Municipality transferred an area of land of approximately 400 ha. to Dannemora Mineral’s subsidiary Dannemora Förvaltnings AB. The purchase gave the Company

wnership of buildings and installations important to the mining operations.

On 18 June 2008 the Company received an environmental permit from the Swedish Environmental Court, which gave the go-ahead for the installation work needed to make the mine operational again. The permit has an unlimited lifespan but is conditional upon commencement of operations by 2018. In June 2008 the Company completed a private placement of SEK 155 million. 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. 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 seniorsecured bond issue. In March 2011 the Company announced it has decided 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. In March 2011 the Company raised SEK 150 million in a private placement. The purpose of the private placement was to further strengthen the Company’s balance sheet and to fulfill the final condition from the bond loan of USD 120 million. In August 2011 the Company announced the results from a diamond drilling program in the northern parts of the Dannemora field. The program resulted in a new calculation of a mineral resource for Dannemora mine which resulted in an increased tonnage of 2.75 million ton.

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PROSPECTUS – DANNEMORA MINERAL AB

On 19 September 2011 the Company, given the weak and negative stock market climate, decided to postpone the application to trading on the Stockholm Stock Exchange’s main list until further notice. On 11 October 2011 the Company entered into a five-year off-take agreement with ThyssenKrupp Steel Europe to supply at least 200,000 ton of iron ore every year, with an option of supplying up to 300,000 ton. On 14 October 2011 the Company signed a five-year contract (off-take agreement) with Stemcor UK Ltd for the annual supply of up to 40 percent of production or approx. 600,000 ton of iron ore. On 23 December 2011 an update of the Dannemora Mineral Reserve was concluded. The new estimate shows an increase with 6.9 million ton to a total of 35.1 million ton, while the iron content in the crude ore has decreased with 0.94 percent to 35.26 precent. The entire Mineral Reserve is classified as probable. On 10 January 2012, the Company announced a ten-year contract with Hargs Hamn AB for the unloading of ore trains, storage of iron ore products and loading onto ships. The agreement means that the port is investing in the necessary adaptation and upgrading for optimum handling of iron ore from Dannemora. The Company notified the Mining Inspectorate of Sweden that it started mining operations on 13 January 2012. The notification related to the initial underground work that will be carried out in the Dannemora iron mine, which forms part of the preparation for the future production of iron ore. On 20 February 2012, the Company announced the signing of a full-service contract with ABB, which gives ABB full responsibility for process plant maintenance. The agreement spans five years and includes a renewal option for another five years. In 15 March 2012 the Company raised SEK 103.5 million in the Private Placement. The purpose of the Private Placement was to finance the increased underground investments needed in order to secure safe and more efficient logistic in the mine and additional working capital. The Company resumed operations in the Dannemora mine in April 2012. The official re-opening of the Dannemora mine will take place on 13 June 2012. King Carl XVI Gustaf will perform the official ceremony.

5.3 Vision, goal and strategy

5.3.1 Vision Dannemora’s vision is to maximise shareholder value by becoming an established and valued niche supplier of iron ore to a number of European steel companies in less than five years. 5.3.2 Goal The Company’s goal is to resume the operations in the Dannemora mine, establish long-term supply contracts with two to five leading steel companies for the majority of its production and gradually increase the ore reserves in the Dannemora deposit by continuing exploration. It is also the Company’s goal to gradually develop known or new deposits of iron ore in other parts of Sweden. The Company’s operational goals can be summarised as follows:

to resume operations in the Dannemora mine in April 2012
to achieve full production in March 2013
to substantially increase the iron ore reserves by means of exploration in the mine and its vicinity
to locate and develop known or new iron ore deposits in other parts of Sweden

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PROSPECTUS – DANNEMORA MINERAL AB

22

5.3.3 Strategy The key elements of Dannemora Mineral’s strategy for achieving its defined goals are as follows: Organisation and personnel The Company has established a well adapted and effective organisation which will be developed in line with growth of the Company’s operations. Experienced and highly qualified personnel play a key role in the Company’s success. With this in mind, the board and management work actively to ensure the Company stands out as an attractive and stimulating workplace. Market Dannemora Mineral will establish a stable long-term market for iron ore products by focusing on customers and creating added value by providing geographical and transport advantages. The market development will be aimed at the early establishment of long-term relationships and multi-year supply contracts with a large number of European steel companies. Customers with steel production which is particularly suited to Dannemora’s location and product properties are prioritised in terms of time and resources. Financing Resumption of operations in the Dannemora mine and continuing exploration for new deposits will require capital contributions. This will be satisfied by the completed Private Placement described in this Prospectus. The Company’s financial planning has formed an integral part of operations in Dannemora. Structure Dannemora will be established as a central platform for future mining activity in eastern Bergslagen in

Sweden. It is expected that the Dannemora site will eventually represent the centre of the mining

industry in eastern Bergslagen, not only from a technical and production perspective but also from a knowledge and administrative perspective. Licences & permits Official licences and other legal regulations are critical components of the Company’s activities. The Company has been granted a 25 year exploitation concession as well as all other permits and licenses required for resumption of operations at the Dannemora mine. The Company will endeavour to minimise time and cost risks with regard to licences and testing, and its operations will be characterised by open and constructive cooperation with the relevant authorities. In principle, all licenses and permits may be subject to change and may be revoked in cases of breach

f applicable conditions. To the Company's knowledge, no significant changes are about to be made.

Furthermore, the Company intends to fulfill all applicable conditions. Hence, the Company considers the license risk to be low. Environment The prospecting and mining industry is governed by extensive and mission-critical environmental

legislation. Accordingly, the Company has organised its activities in such a way as to ensure they

always comply with current legislation. Dannemora’s explicit environmental policy is to limit environmental impact as much as possible. Several independent and optional programs have been activated to monitor environmental impact. These include a sedimentation plant and a monitoring system for chemicals used in the plant. These are requirements that Dannemora must be able to report to the authorities. A program to secure sufficient environmental control was ratified by the council control.

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PROSPECTUS – DANNEMORA MINERAL AB

Dannemora has independently and optional developed a self-monitoring program to control noise, vibrations, dust and water in connection with the exploration. All measures of self-monitoring have been reported to the council control. Dannemora has also developed an optional sampling program to monitor water quality around the production area. The sampling has been done consecutively since 2005. The company has also joined a water council which is an amalgamation with representatives from the industry, Environmental Protection Agency and individuals. At production start, the optional programs will be changed to permanent control programs. This is a requirement from the environmental court. The permanent program is somewhat modified from the

ptional program and imply that Dannemora is responsible for monitoring noise, vibrations, dust and
water. Development waste and tailings will be used to backfill underground voids in order to avoid

deposition on surface. Dannemora will use a newly upgraded railway to transport the ore to the port Hargshamn. For more information regarding this matter, please see the Annual report 2011, page 40: http://hugin.info/137553/R/1601357/505636.pdf, or contact the Company. The Company has been granted an environmental permit to conduct mining operations in the Dannemora mine. There are no other special environmental regulations applicable or measure required for the Company’s operations.

5.4 Organisation

The following figure gives an overview of the Company and its subsidiaries. Dannemora Mineral AB is the holding company, and Dannemora Magnetit AB and Dannemora Förvaltnings AB are the

perational subsidiaries.

THE LEGAL STRUCTURE OF DANNEMORA MINERAL Dannemora Mineral AB is the Issuer of the New Shares. The Company’s subsidiaries are incorporated and operate under the laws of Sweden and with the same registered address as the parent company. All subsidiaries are 100% owned. Dannemora Magnetit AB is responsible for operation of the Dannemora mine while Dannemora Mineral AB is the public parent company exercising management and administrative functions. Dannemora Magnetit AB is responsible for the operation of the Dannemora mine. At the date of this Prospectus, Dannemora Magnetit AB had 44 permanent employees. The exploration activities run as a separate division in Dannemora Magnetit AB, which is responsible for the local and regional mineral exploration. The primary objective for the division is to increase the

Dannemora Mineral AB (publ) Dannemora Prospektering AB Dannemora Magnetit AB Dannemora Förvaltnings AB Dannemora Mineral AB (publ) Dannemora Prospektering AB Dannemora Magnetit AB Dannemora Förvaltnings AB

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PROSPECTUS – DANNEMORA MINERAL AB

24

iron ore reserves in the Dannemora ore field. A further aim is to develop new iron ore prospects into mineable ore deposits. In 2008 the Company’s exploration activities were conducted in the wholly owned subsidiary Dannemora Prospektering AB. This entity’s activities were transferred to Dannemora Magnetit AB with effect from 1 January 2009, after which Dannemora Prospektering AB became a dormant subsidiary. Dannemora Förvaltnings AB is responsible for the Dannemora Group’s property portfolio. Dannemora Förvaltnings AB owns the Dannemora Group’s land and installations. This entity also owns a number

f residential properties situated immediately south of the industrial area around the mine head frame.

At the date of this Prospectus, Dannemora Förvaltnings AB had 2 permanent employees.

5.5 Operations

Exploration and mining companies in Sweden operates within the legal framework of the Minerals Act, the Environmental Code and the Planning and Building Act. A company that wishes to explore need to apply for an Exploration Permit from the Mining Inspector, such a permit gives an exclusive right to explore the ground for up to 15 years. For the first 3 years, the applicant needs to show that it has a reason, the necessary means and the possibility to make appropriate exploration work in order to get the grant of the permit. For the first extension, for another three years, the applicant needs to show that appropriate exploration work was carried out during the first three years. Extension for another four years can be granted on ‘special grounds’, and for the final five years on ‘exceptional grounds’. An exploitation concession might be granted by the Mining Inspector and the County Board of Administration if the exploration is successful and the company can make probable that the discovered deposit can be mined economically during the time of the concession and that the location and type of deposit doesn’t make the granting of a concession unsuitable. Such an application has to be accompanied by an Environmental Impact Assessment. There is no guarantee that further exploration licenses will be granted, however all required licenses and permits for currently planned operations are in place. An exploitation concession is granted for a period of 25 years and automatically extended by 10 years at a time, as long as production is on-going. Before any actual mining can take place, an Environmental Permit need to be acquired from the Environmental Court. In granting such a permit the Court makes careful considerations to the Environmental Act and gives detailed conditions for the operation. Finally, before the construction of roads, buildings, process plant etc., a planning permit has to be acquired from the Municipal Board of Planning. 5.5.1 Overview The Dannemora Group’s main business concept is:

to resume operations of the Dannemora iron ore mine, and to operate the mine profitably in a

long-term perspective;

to identify other iron mineralisations and develop them into workable ore deposits which create

good synergies with the Dannemora operations; and

to explore for base and precious metal mineralisations in and around Dannemora and develop

these into workable deposits.

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PROSPECTUS – DANNEMORA MINERAL AB

5.5.2 Dannemora iron ore mine The goal is to resume operation of the Dannemora mine, with an annual production of 1.5 Mt of processed iron ore products. The planned production start-up is scheduled to April 2012 and to achieve full production in March 2013. Production rates during the ramp up phase are shown below:

Period Production rate equivalent to annual production April- September 2012 0.5 Mt of processed iron ore products October 2012 – February 2013 1.0 Mt of processed iron ore products March 2013 - Full production 1.5 Mt of processed iron ore products

The production will increase up to 0.5 million ton during the period April 2012 to October 2012, which is equivalent to 33% of full capacity. From and including October 2012 the production will be ramped up to include two shifts which will result in doubling of capacity, and reach up to 67% of full production with 1 million ton. Full production capacity of 1.5 million ton, is expected to be reached by March 2013 when the hoist system will be put into operation. All the necessary permits for the resumption of operations are in place. The Company has entered into long-term supply contracts with two European steel companies and one independent steel trader which secure 80 percent of the production at full operation. Negotiations regarding further long-term supply contracts are ongoing. Probable iron ore reserves will last 15 years Production will be up and running in April 2012 with another 12 months to ramp-up to full production

levels. The probable crude ore reserves amount to 35.1 Mt and will last for 15 years at the planned

level of production. Products Dannemora iron ore will be sold as two processed products, namely Dannemora Fines, size 0-5 mm. and Dannemora Lump, size 5-16 mm. Fines grades 55 percent iron while Lump grades 50 percent

iron. 2.45 Mt crude ore will be mined to cover full production of 1.5 Mt of processed iron ore

products. Dannemora plans to produce 60 percent lump and 40 percent fines; this is a good reflection of demand in Dannemora´s market in Northern Europe. The ore is crushed and undergoes dry processing in the form of two-stage magnetic separation. The advantages of dry processing are that it reduces investment costs and results in processed ore that contains less moisture than products which undergo wet processing. This has a positive effect on freight costs. Operational goal: Profitable mining and development of new iron ore projects Dannemora Mineral’s primary goal is to resume operation of the Dannemora iron ore mine with good long-term profitability, and to increase the ore reserves in the mine by means of continuous

exploration. It is also the Company’s goal to develop new iron ore projects into mineable deposits and

engage in exploration in a number of base and precious metal projects. Knowledgeable mining personnel The CEO of Dannemora Magnetit AB, mining engineer Kjell Klippmark, has substantial experience gained from leading positions in the industry. As of the date of this Prospectus, recruitment of key personnel in the production organisation has been completed. Environmental permit Dannemora Magnetit has been granted an environmental permit. According to the permit the company is requested to reserve an amount of SEK 4 million for restoration of the mine and surface after the life

f mine. This amount is placed in an escrow account for the benefit of the supervisory authority.

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26

Location The Dannemora mine is situated in Östhammar municipality, approximately 40 km north of Uppsala and 35 km west of Hargshamn from where ore shipment will take place. The railroad to Hargshamn has recently been refurbished to be used for transportation of ore to the harbour. This gives excellent access to environmentally friendly means of transport to the customer segment Dannemora is

targeting. The nearest populated area is Österbybruk (population 2,000), which is situated some 2 km

east of the mine. Geology of Dannemora iron ore field The bedrock in the Dannemora ore field mainly consists of steeply dipping layers of metamorphosed supracrustal rocks (originally formed on the earth's surface), which are assumed to be about 1.9 billion years old. They comprise mainly fragmented rocks of volcanic origin, carbonate rocks, iron mineralisations and metamorphosed varieties of these. The volcanic rocks were formed during intense volcanic activity from gas-rich and fragment-bearing ash which flowed down the slope of the volcano, or from material falling down from the ash clouds thrown up by the eruptions. The carbonate rocks are made up of limestone and dolomite. The rocks are frequently altered to manganese-rich skarn, which consists of minerals such as dannemorite, or manganese-poor skarn, which is dominated by minerals such as diopside, actinolite and garnet. The bedrock in the Dannemora ore field has undergone relatively little folding apart from the early folding phase which raised the supracrustal rocks. Instead, the tectonics are characterized by a large number of faults, which in some cases have caused considerable displacement. Dannemora's iron ore lies in a north-south and northward inclined fold structure (syncline). The iron-ore-bearing part

f the fold structure (the Dannemora syncline) has a length of approximately 3 km and a width ranging

between 400 and 800 metres. Depending on the primary formation of the iron mineralization and subsequent tectonisation, a large number of iron mineralisations occur along strike at various depths. About 25 ore bodies were mined before the mine was closed down in 1992. The iron ore bodies are normally massive and associated with the carbonate rocks. The strike is approximately N30°E and the ore bodies have a thickness varying from a few metres to 60 metres. Close to the surface, the deposit dips steeply to the north west, while a less steep dip is encountered at depth (70° to 55°). Core drilling in the northern part of the field has indicated a potential for more iron ore there. The only economically interesting iron mineral in the Dannemora field is magnetite, which is composed of iron and oxygen (Fe3O4). The magnetite is mostly fine-grained (0.04-0.1 millimetres). It

ften appears with skarn minerals, which also surround several of the iron mineralisations.

As manganese is found in some skarn minerals such as knebelite and dannemorite, several of the ore bodies in the Dannemora ore field have relatively high manganese content, mainly silicate-bound. All

re bodies have a low phosphorous content (0.001 to 0.007 percent). The sulphur content varies but

can amount to a few tenths of a percent in some bodies. Work in progress The Company is working to continue improving its knowledge about the ore bodies and geology of the Dannemora iron. 5.5.3 Resources and reserves in the Dannemora Iron Ore field Mineral resources From the latest edition of the JORC code we find the following definition of Mineral Resources; “A ‘Mineral Resource’ is a concentration or occurrence of material of intrinsic economic interest in or

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n the Earth’s crust in such form, quality and quantity that there are reasonable prospects for

eventual economic extraction. The location, quantity, grade, geological characteristics and continuity

f a Mineral Resource are known, estimated or interpreted from specific geological evidence and
knowledge. Mineral Resources are sub-divided, in order of increasing geological confidence, into

Inferred, Indicated and Measured categories.” During the period of May 2010 to February 2011 the Company conducted a diamond drilling program which resulted in the definition of a new iron ore mineralisation, Norrnäs 3. Modelling of Norrnäs 3 gave an estimated resource of 1.48 million ton averaging 34.3 percent Fe and 2.0 percent Mn. This should be seen in addition to the earlier identified and reported mineralisations, as described in the Mineral Resource report (table 7, page 22, see reference below). A total 14 mineralizations, including Norrnäs 3, are to date known and investigated in the Dannemora iron ore field. Results from this drilling program were included in the estimation of a new mineral resource for the Dannemora mine. Previous estimates have all been based on a cut-off grade of 30 percent iron, principally due to lack of assays in the 20-30% Fe span in the historical material, Re-sampling and assaying has now been done on all historical core available. An economic evaluation carried out during the feasibility study indicates that a 20% Fe cut-off would be more appropriate. This resulted in a new estimate of measured and indicated resources in the Dannemora Iron Deposit, totalling 33.60 million ton at a mean grade of 38.4 percent Fe and 2.0 percent Mn. The new estimate results in an increased tonnage of 2.75 million ton compared to the previous estimate from 2010, and also an increase in Fe and Mn grades. Additionally a new inferred resource of 1.30 million ton has been estimated. This work is reported in “Mineral Resource Estimation DMAB 2011, 11 August 2011”, that can be found on the company website: http://dannemoramineral.se/files/Mineral_Resource_Estimation_2011_DMAB.pdf It should be noted that several of the hitherto identified mineralisation in the Dannemora iron ore field still are “open”, their final extents have yet to be found. This means that continued exploration possibly can lead to an increase in Mineral Resources.

MINERAL RESOURCES AT DANNEMORA DEPOSIT

(WITH A MODEL CUT-OFF OF 20% FE)

Mton % iron (Fe) % manganese (Mn) Measured mineral resource 19.7 38.7 1.9 Indicated mineral resource 13.9 37.9 2.0 Measured and indicated mineral resource 33.6 38.4 1.95 Inferred mineral resource 1.3 42.1 2.5

The work has been conducted by Dannemora geologists under supervision of Thomas Lindholm, GeoVista AB, who is an independent qualified person. The classification of the mineral resources and

re reserves are in compliance with national Swedish and international standards and are based on the

JORC code. Mineral reserves In the latest edition of the JORC code we find the following definition of ore reserves

1: “An ‘Ore

Reserve’ is the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and

1 The terminology has changed since then, ore reserves are nowadays called mineral reserves.

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28

modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. These assessments demonstrate at the time of reporting that extraction could reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore Reserves and Proved Ore Reserves.” An update of the Dannemora Mineral Reserve was concluded on 23 December 2011. The new estimate of the Mineral Reserve shows an increase with 6.9 million ton to a total of 35.1 million ton, while the iron content in the crude ore has decreased with 0.94 percent to 35.3 percent iron. The entire Mineral Reserve is classified as probable. The basis for this estimate is the updated Mineral Resource which includes the recently core drilled mineralization Norrnäs 3 and a change of the cut-off grade to 20 percent iron. The lower cut-off grade affects the amount of waste rock mined and consequently the iron content. In practice, it is not possible to mine only ore, and the ore mined is diluted by some waste rock. The reported tonnage and waste rock dilution, see definition in Section 15, are a function of the chosen mining method, sublevel caving. The wallrock in Dannemora is generally very stable. In the estimated mineral reserve it is assumed that, in most cases, one meter of wallrock will dilute the ore through

verbreakage. This wallrock is assumed to contain five percent iron. The mining method and approach

is described in chapter 6 of the Dannemora Ore Reserve report. The reported Mineral Reserve includes 14 different mineralizations, or “ore bodies”, distributed along the total length of the ore field, 3 kilometers. In order to achieve an even quality of products, the feed

f crude ore into the sorting plant must be blended from different ore bodies. The crude ore will be

treated in a dry magnetic process (under construction) that is designed to produce 60% lump ore and 40% fines. The lump ore will contain 50 percent iron and the fines 55 percent iron. A brief description

f the process is presented in chapter 7 of the Dannemora Ore Reserve report.

Mineral Reserves at Dannemora deposit (with a cut-off of 20% Fe)

Mill. ton

% iron (Fe) % manganese (Mn) Probable ore reserves 35.1 35.26 1.99

5.5.4 Sources of information The estimation of the mineral resources have been conducted by Dannemora geologists and engineers under supervision of Mr. Thomas Lindholm of GeoVista AB, who is a competent person accredited by SveMin (Swedish Association of Mines, Mineral and Metal Producers) and who is a fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM). Thomas Lindholm is the competent person who has signed the report. The work has been carried out in accordance with national Swedish and international standards for the estimation of mineral resources. The estimation of the Company’s mineral reserves have been conducted by Thomas Lindholm (see description of his qualifications above), Peter Svensson (former Head of Exploration in Dannemora Magnetit AB) who is a member of the Australian Institute of Geoscientists (MAIG), and Tommy Persson of Dannemora Magnetit AB. The report has been made in accordance with the Australian JORC code. Thomas Lindholm is the independent competent person who has approved the estimates in accordance with national and international requirements for the estimation of mineral reserves. All resource modelling, mine planning and resource to reserve conversion work was carried out in Surpac v.6.2, Surpac is one of the most widely spread software packages in the world for this type of work, and certainly the most commonly used one in Scandinavia. The report on the Company’s mineral resources and reserves dated 23 December 2011 is available on the Company’s web page. The report was made at the request of the Company. Please visit the following link: http://www.dannemoramineral.se/en/operations/dannemora-magnetit/mineral-resource-estimation/

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The report’s full analyses were communicated to the market on 12 January 2012, after which date there have been no material changes. The information in this Prospectus insofar as it relates to Dannemora Mineral’s mineral resources and reserves has been approved for release by Thomas Lindholm, Geovista AB, Box 276, SE-971 08 Luleå, Sweden. 5.5.5 Other projects As indicated elsewhere, the Company’s main focus is currently on the re-opening of the Dannemora mine and the production of marketable iron ore products. However, in addition to the exploitation concession necessary for this production, the Company holds a number of exploration permits that are planned to be investigated in the future. No such work is being done today; since all efforts are concentrated on opening up production at Dannemora. It is not possible to give a reasonable forecast for the outcome of such investigations, neither is it possible to make reasonable estimates of the total costs for the necessary investigations and other, associated costs. The most advanced project in the portfolio is Riddarhyttan, which is presented below. Project Riddarhyttan (iron ore) The exploration permits Riddarhyttan no. 1 (897 ha.) and Riddarhyttan no. 3 (56 ha.) are located in Skinnskatteberg municipality in the county of Västmanland. The bedrock in Riddarhyttan is dominated by approximately 1,900 million years old rhyolitic volcanic rocks and extensive granitoids of approximately the same age, together with smaller intrusives of younger granites. The iron ore occurs in the volcanic rocks, as is commonly the case in Bergslagen. These rocks were folded and metamophosed to amphibolite facies during the Svecokarelian orogeny, approximately 1,800 million years ago. Carbonate rocks, which are common adjacent to the iron ore in many Bergslagen deposits, for example in Dannemora, are largely absent in Riddarhyttan. Riddarhyttan is one of the oldest ore fields in Sweden. It contains several mines, of which Bäckegruvan, and also Källfallsgruvan, have been of great importance historically. Bäckegruvan, which was mined for magnetite skarn ore, was operated by Fagersta AB until 1978 when the mining activity in Riddarhyttan ceased. The historic production of iron ore in Riddarhyttan is estimated at slightly more than 20 million ton. Bäckegruvan includes eight known magnetite mineralisations, forming a 2.6 kilometres long belt striking approximately 45° towards northeast. Persgruvan northwest of Bäckegruvan is connected to the latter through a drift at the 360 metres level. The “ore reserve calculation” conducted when Bäckegruvan was closed down in 1978 resulted in just

ver 12 million ton of “proven and probable ore” remaining in the Riddarhyttan ore field. The

calculation was carried out before SveMin introduced its regulations that now have to be applied. The reported tonnage and its classification are therefore not in accordance with the Canadian policy document NI 43-101 or SveMin’s regulations. During 2011, planning of the future development of Riddarhyttan continued. In February 2012 Dannemora Mineral receieved extensions of the exploration perimits for the Riddarhyttan field by further three years, see Section 5.5.6 below for expiry date on the concessions. A reasonable first phase of investigation can be estimated to be in the order of 7-13 MSEK. This would comprise work to confirm earlier reported results as well as expanding the existing resources.

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30

Not until after this first phase, a decision on further work can be taken and budgeted. 5.5.6 Summary of exploration and exploitation permits Dannemora Mineral has a number of exploration permits and one exploitation concession (Dannemora) in Sweden. The table below gives an overview of Dannemora Mineral’s exploration and exploitation permits as per the date of this Prospectus. DANNEMORA MINERAL’S EXPLORATION PERMITS AND EXPLOITATION CONCESSION

Exploration permits: Owner- ship: Size (ha): Granted: Valid to: (extended to) Minerals: Area: Vigelsbo 100% 259.79 2006-02-28 2013-02-28 Fe, Zn, Pb, Cu, Ag, Au Östhammars municipality, Uppsala county Gruvsjön-Gryttjom 100% 1517.61 2006-03-28 2012-03-28 Zn, Pb, Cu, Ag, Au Östhammars municipality, Uppsala county Film 100% 273.00 2006-02-28 2013-02-28 Fe, Zn, Pb, Cu, Ag, Au Östhammars municipality, Uppsala county Forsmark 100% 124.81 2006-09-11 2012-09-11 Zn, Pb, Cu, Ag, Au Östhammars municipality, Uppsala county Gaddebo 100% 100.00 2007-08-13 2013-08-13 Ni, Cu, Pt, Pl, Au Sala municipality, Västmanlands County, Enköpings municipality, Uppsala county Frebbenbo 100% 962.31 2007-10-18 2013-10-18 Cu, Au Östhammars municipality, Uppsala county Ralby nr2 100% 249.60 2008-02-21 2014-02-21 Zn, Pb, Cu, Ag, Au Östhammars municipality, Uppsala county Gaddebo nr 2 100% 240.00 2008-05-30 2014-05-30 Ni, Cu, Pt, Pl, Au Sala municipality, Västmanlands county, Enköpings municipality, Uppsala county Riddarhyttan nr 1 100% 938.96 2008-08-14 2014-08-14 Fe, Cu Skinnskattebergs municipality, Västmanlands county Riddarhyttan nr 2 100% 498.99 2009-02-02 2015-02-02 Fe Skinnskattebergs municipality, Västmanlands county Riddarhyttan nr 3 100% 56.45 2009-02-13 2015-02-13 Fe, Cu Skinnskattebergs municipality, Västmanlands county Dannemora nr 1 100% 5.06 2010-02-02 2013-02-02 Fe, Zn, Cu, Pb Ag, Au Östhammars municipality, Uppsala county Dannemora nr 2 100% 60.29 2010-02-02 2013-02-02 Fe, Zn, Cu, Pb Ag, Au Östhammars municipality, Uppsala county Dannemora nr 3 100% 115.29 2010-02-02 2013-02-02 Fe, Zn, Cu, Pb Ag, Au Östhammars municipality, Uppsala county Total granted exploration permits (ha) 5 579.02 Dannemora Exploitation concession 100% 176.86 2006-12-29 2031-12-29 Fe, Zn, Pb, Cu, Ag, Au Östhammars municipality, Uppsala county

Dannemora is dependent upon the Dannemora exploitation concession as this is essential under Swedish law in order to run mining operations. The concession is valid for 25 years, and expires 29 December 2031. Other exploration licences are valid for 3 years from the first date of registration, and for another 2 years for the first extention and for 1 year at the second extention. Generally, to receive an extension a licence holder must show that the company has carried out exploration activities. Any prospective second or third extention must be applied for by referring to particular reasons or plausible

excuses. Such particular reasons may be the Company’s need for more surveys in the area, it may be

that the licence holder has met difficult market conditions, or for example that there has been made new discoveries versus previous investigation. In addition the Company must allow for natural environmental conditions and the fact that the licence holder can only drill for about 2 months per year

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due to hard frost. In exceptional cases the period of validity or the permit may be further extended but for no more than a total of four years and in extreme cases by another maximum five years

The exploration permits tabulated above are not essential in order to run operations at the mine but allow for further exploration in order to establish the presence of new mineralisations. An exploitation concession is normally allocated for a 25 year period, if the mine is still in production and the concesion will be extended thereafter. The concession period is extended by ten years at a time without application if regular exploration is in progress when the period of validity expires. A shorter period may be decided at the request of the concession-holder. For more details on Mineral Legislation and Regulations in Sweden, please use the following link: http://www.sgu.se/dokument/service_sgu_publ/mineral-legislation-2006.pdf. Subject to Swedish law, the Company must pay a royalty of 0.2% of value of the iron ore mined. The royalty is to be paid to both the Swedish state and to the land owner

3. Note that in the text of section

8.3 in the “Evaluation of the Dannemora ore reserve”, the Royalty is erroneously reported to be zero. The royalty is to be paid after each year of production, as long as it is on-going. To date no other economic valuable bi-products are identified in the current resource base.

5.6 Material contracts

The Dannemora Group has entered into the following material contracts: 5.6.1 Contracts on which the Company is dependent The Company is dependent upon the following contracts as they provide access to buildings and industrial area and to the port of Hargshamn:

February 2008 - The agreement with Östhammar Municipality subject to which Östhammar

Municipality transferred an area of land of approximately 400 ha to the Dannemora Group’s subsidiary Dannemora Förvaltnings AB. The purchase gave Dannemora Mineral ownership of buildings and installations important to the mining operations. It also included a number of residential buildings. See also Section 8.7.3.

October 2009 - The agreement between Dannemora Mineral and the Swedish Rail Administration,

subject to which the Swedish Railway Administration will invest approximately SEK 100 million in the renovation of the railway line on the Örbyhus – Dannemora – Hargshamn – Hallstavik section. 5.6.2 Contracts material to construction and development The following contracts are material for construction and development of the works necessary to bring the mine into operation. All the contracts mentioned below has entered into by the subsidiary Dannemora Magnetit. See also Section 8.6.2 “Ongoing investments”:

A contract with Bergteamet AB for ramp development and tunnelling work. The agreement with

Bergteamet AB also covers approximately 700 metres of drift development in Strömsmalmen (one

f the smaller ore bodies with an ore reserve of 450 ton). See also Section 8.6.2, “Ongoing

investments”.

July 2010 - A contract with Norsk Baneservice A/S for installation of a new terminal at the

Dannemora mine area and a connection to the main railway line.

April 2011 - An agreement in with Skanska IME for construction of the new sorting plant.

2 Source: Guide to Mineral Legislation and Regulations in Sweden, February 2006, by the Geological Survey of

Sweden; www.sgu.se. For guide: http://www.sgu.se/dokument/service_sgu_publ/mineral-legislation-2006.pdf

3 Dannemore has acquired the necessary land from the municipality, however the municipality retained the rights

to future royalties. 31

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32

April 2011 – An agreement with ABB for the delivery, installation and commissioning of a new

hoist system.

May 2011 – The agreement with Bergteamet for further underground work. The work involves

ramp connection to the surface and pre-production development.

June 2011 – A contract with Sandvik Mining and Construction Sweden for the supply of mobile

mining equipment. The contract is worth approx. SEK 70 million. The financing is provided under a framework agreement with Swedbank Finans AB totalling SEK 120 million.

August 2011 – A contract with Green Cargo to operate trains loaded with ore to the port of
Hargshamn. The contract runs for seven years.
August 2011 – An agreement with Nacco on the leasing of four-axles rail cars. The contract runs

for eight years. 5.6.3 Other material contracts

Janaury 2012 – A ten-year contract between Dannamora Magnetit and Hargs Hamn AB for the

unloading of ore trains, storage of iron ore products and loading on to ships.

March 2011 - An off-take agreement between Dannemora Magnetit and Salzgitter Flachstahl for

annual deliveries of up to 300,000 ton of iron ore. Deliveries scheduled to start in the second quarter of 2012.

October 2011 - An off-take agreement between Dannemora Magnetit and ThyssenKrupp Steel

Europe for annual deliveries of at least 200,000 ton of iron ore, with an option up to 300,000 ton.

October 2011 – An off-take between Dannemora Magnetit and Stemcor UK for the annual supply
f up to 40 percent of production or approximately 600, 000 ton of iron ore.
March 2011 – A bond agreement between Dannemora Mineral and Norsk Tillitsmann ASA on the

behalf of the bondholders for the senior secured 120 MUSD bond issue 2011/2016. See also Section 8.7.3.

On 20 February 2012, Dannemora Magnetit announced the signing of a full-service contract with

ABB, which gives ABB full responsibility for process plant maintenance.

5.7 Patents and licences

Other than the exploration and exploitation permits listed in Section 5.5.6, the Company does not hold any other licences. The Company does not hold any patents of significance and is not dependent on such in the conduct of its business.

5.8 Research and development

5.8.1 Overview Dannemora shall be established as a central platform for future mining activity in eastern Bergslagen. The aim is that the Dannemora site will eventually represent the centre of the mining industry in eastern Bergslagen, not only from a technical and production perspective but also from a knowledge and administrative perspective. This is believed to give Dannemora Mineral a unique scope to further develop processes and products and to provide even more customer-specific products. Research and development work will cover the areas of mining technology, processes, metallurgy and

control. All development activities will take the form of projects.

The main goal of the Company’s research activities is to develop:

high-value products for customers
quality and cost-effective processes

5.8.2 Iron ore products Product development of iron ore is mainly focused on product maintenance and adaptation of products to customer preferences.

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6. Market overview

6.1 Introduction

Iron is one of the key commodities of the world economy, and by far the most widely used among the

metals. It is primarily used in the production of steel, which is the key component of many

intermediate and final products. The consumption of steel, and therefore also of iron, is closely linked to economic growth.

6.2 Iron ore resources

Iron is found in many different mineralisations. Among all of these there are primarily three mineralisations of economic significance today. These are hematite, magnetite and limonite. Among these three, hematite and magnetite have by far the greatest importance in commercial operations. The term iron “ore” refers to mineralisation with sufficiently high content of iron (“grade”) for it to be a candidate for commercial extraction. Iron ore is mined from both open-pit and underground deposits. Current iron ore mining in Sweden is focused on underground deposits, but open-pit deposits are also under development. Furthermore, the mines in Sweden tend to have a high share of magnetite relative to hematite. Impurities in iron ore resources are an important concern for steel-making operations – and indirectly also for iron ore miners. Typical impurities are aluminium, silica, phosphorus and sulphur. A product with low levels of impurities is attractive to the steel producers who purchase iron ore. Some impurities can be accepted by the steel producers, and steel producers will blend iron ore from different mines to get an acceptable blended impurities mix.

6.3 The use of iron ore

Prior to making steel from iron ore, the steel-maker must make iron from the iron ore – in effect removing the bound oxygen and impurities. This is mainly done in blast furnaces. In the blast furnace iron ore, coke and limestone are heated to high temperatures. Liquid iron can be tapped from the furnace, and oxygen and impurities are bound to the coke and limestone. Incidentally coking coal (from which coke is made) is another main bulk freight commodity, along with iron ore, making steel- production an even more critical driver of bulk freight rates. Although the blast furnace is the main method to make iron from iron ore, the “direct reduction” method is also in use, where a mix of hydrogen and carbon monoxide is used as a reducing agent at lower temperatures than in the blast furnace.

6.4 Iron ore products

Iron ore is not a uniquely defined homogeneous product. There are variations on grade and impurities levels, but iron ore is also sold in different forms. Iron ore comes in the form of sinter fines, pellet feed and lump ore. Sinter fines must be “sintered” into a coarser product before being used in the blast furnace, which is an energy intensive process involving heat, coke and limestone. The sintering plant is typically located at the steel-maker’s site. Pellet feed must be made into pellets (small “balls” of ore) before being used in the blast furnace. Pellet plants can be located both at the mine, at the steel- maker’s site or at a dedicated location. Unlike sinter fines and pellet feed, lump ore can be used directly in the blast furnace without further treatment. Lump ore therefore gets premium pricing relative to sinter fines and pellet feed (but a discount to finished pellets).

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34 6.5 Iron ore industry structure

The supply side of the iron ore mining industry is concentrated. The top three producers, Vale, Rio Tinto and BHP Billiton, accounted for 35.4% of global iron ore production and 61% of total seaborne trade in iron ore in 2009. The demand side of the iron ore market is more fragmented. The biggest steel-maker is Arcelor Mittal with a market share of almost 10%, three times that of its closest industry competitor.

6.6 Supply and Demand

The demand for iron ore is driven by the production of steel, which in turn is driven by economic

growth. Steel production has increased rapidly during the last decade, and most of the growth has
ccurred in China.

CRUDE STEEL PRODUCTION, 1999-2011 (MILLION TON)

Source: Swedbank First Securities, Reuters Ecowin. Updated 16 March 2012.

The figure above shows the importance of the Chinese industry in the global growth of steel

consumption. However, the importance of China in international trade is even greater due to their

reliance on imports. It is by far the largest iron ore importer. Its large share of iron ore imports can be seen in the figure below, which shows the annual imports of three key iron ore importers.

200 400 600 800 1000 1200 1400 1600

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

China Rest of world

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IMPORTS OF IRON ORE SELECTED NATIONS, 2001-2011 (MILLON TON)

Source: Swedbank First Securities, Reuters Ecowin. Updated 16 March 2012.

Iron ore market prices are largely driven by the big seaborne trades. Seaborne imports of iron ore follow the same picture as the figure above, but China’s share is slightly greater. The main iron exporting countries of the world are Brazil and Australia. India, South Africa, Canada, Russia and Sweden are also important suppliers. The individual countries’ shares of iron ore exports are shown in the figure below. EXPORTS OF IRON ORE, 2003-2011 (% OF TOTAL VALUE IN USD)

Source: Swedbank First Securities, Reuters Ecowin. Updated 16 March 2012.

China and India are also increasing their supply, but this production is likely to be replaced as Chinese and Indian supply is often high cost and lower quality compared to Brazilian, Australian and European iron ore. For Western Europe, by far the most important supplier is Brazil, and the company Vale in particular. New production lines expected to come into operation in the Nordic region are Dannemora Minerals (Q2 2012) and Northland Resources (Kaunisvaara project Q 4 2012).

200 300 400 500 600 700 800 900 1 000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

China Japan South Korea

0 % 10 % 20 % 30 % 40 % 50 % 60 % 70 % 80 % 90 % 100 % 2005 2006 2007 2008 2009 2010

Australia Brazil India South Africa Canada Russia Sweden

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36 6.7 Iron ore pricing

Historically, iron ore has been sold under contract with prices linked to benchmark prices set once a year in negotiations between the big iron ore producers and the big steel-makers. Traditionally, it was the Japanese steel-makers who were the main players on the steel-maker side, but they have now been replaced by the Chinese. Benchmark prices of special importance to Western Europe are for Carajas fines, Itabira fines and Tubarao pellets, both of which are being supplied by Vale out of Brazil to Western Europe. Historical benchmarks for Carajas sinter fines are shown in the figure below “free on board” (FOB). Pricing of iron ore is often quoted in terms of equivalent iron units, where the price given in US cents indicates the price per 1% of iron content in a metric tonne of ore. For example a unit price of 100 USc/u would give a price of USD 63/tonne for ore with a grade of 63%. The prices in the graph below are given in USD per tonne of ore – not unit prices. CARAJAS FINES PRICES, 1992-2012 (USD/MT)

Source: Swedbank First Securities, Reuters Ecowin. Updated 16 March 2012.

There is also a spot market for iron ore, and this market has grown significantly in volume and importance in recent years. Prices in the spot market have deviated substantially from benchmark prices in recent times. Currently, the future of the iron ore price setting regime is being called into

question. Quarterly benchmarking, rather than annual, is one development that is gaining some

prominence. Spot market prices have rebounded rapidly from the financial crisis as can be seen in the graph below.

20 40 60 80 100 120 140 160 180 200 33635 34001 34366 34731 35096 35462 35827 36192 36557 36923 37288 37653 38018 38384 38749 39114 39479 39845 40210 40575 40940

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CHINA IRON ORE CFR 63% FE SPOT PRICES (USD/MT)

50 100 150 200 250

Source: Swedbank First Securities, Bloomberg. Updated 16 February 2012.

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38

7. Board of Directors, management and corporate governance

7.1 Board of Directors

The Company’s Articles of Association provide that the number of directors shall be between three and seven, as determined by the general meeting. As of the date of the Prospectus the Company’s Board of Directors consists of the following: Nils Bernhard (Born 1947), Chairman of the Board

Mr. Bernhard holds a M.Sc. (Electrical Engineering) from KTH Royal Institute of Technology and a

M.Sc. (Economics and Business) from Stockholm School of Economics. He is an entrepreneur and a private investor. Together with board member Lennart Falk he founded the Company in 2005 and has since then been Chairman of the Board. Mr. Bernard was previously Managing Director of SKF Plasma Technologies AB and prior to that he held various management positions in the Svenska Varv

group. He is chairman and managing director of Mångubben AB and chairman of Headweb AB and

board member of Tobii Technology AB, Pajeb Kvarts AB and Bioimics AB. In addition Mr. Bernhard has experience from a number of other directorships. Nils Sandstedt (Born 1964), Deputy Chairman

Mr. Sandstedt is a B.Sc. (Econ) from Stockholm School of Economics. He is a Corporate Finance

consultant and private investor. He was elected Board member of Dannemora in 2006, and has been Deputy Chairman since 2007. Previously Nils Sandstedt was head of Corporate Finance and Executive Vice President of Matteus Fondskommission and Managing Director of Remium AB. He is board member of Skebo Konferens AB et al and has also had a number of other directorships. Lennart Falk (Born 1941)

Mr. Falk is a Geologist with a Ph.D. in mineralogy and petrology from the University of Lund. He is

an entrepreneur and a private investor. Together with chairman of the Board, Nils Bernhard, he founded the Company in 2005, and he has been a board member since then. He was CEO of the Company from the incorporation in 2005 until December 2006. He was Deputy CEO of the Company and CEO of Dannemora Prospektering AB from January 2007 to December 2008. Lennart Falk has extensive experience from geology, among others as senior geologist at Sveriges Geologiska AB, and geologist, state geologist and senior state geologist at Sveriges Geologiska Undersökning, Malmbyrån (Geological Survey of Sweden). He is a board member of Pajeb Kvarts AB and Svensk Prospekteringskonsult AB. He was previously managing director and chairman of the board of Schweden Splitt AB (1992 – 2003). Christer Lindberg (Born 1948)

Mr. Lindberg holds a B.Sc. (Econ) from the University of Gothenburg, School of Business,

Economics and Law, and an MBA from Babson College. He was elected to the Board in 2006. Mr Lindberg acts as an indepent advisor to companies and investors through his own company Tyrlin AB. Previously Christer Lindberg was managing director of Almi Företagspartner Stockholm AB and before that managing director of Svecia Screen Printing Systems AB. He has also held a number of management positions in the Norstjernan group. He is Chairman of the Board Scandinavia EnergyEfficiency AB and a Board member of Tyrlin AB, S.E.G Resistor AB, Mama Mia AB and Lightlab AB et al. He has also experience from a number of other directorships. Niklas Nordström (Born 1968)

Mr. Nordström is a Senior Consultant at Prime PR AB and has extensive experience from politics and

business, among other as marketing manager at KPA and chairman of the board of SSU. In addition he is a board member of Egenmakt AB and has also held a number of other directorships. Mr. Nordström was elected to the Board in 2007. Stefan Månsson (Born 1951) Mr Månsson is a Mining Engineer from KTH Royal Institute of Technology in Stockholm and has

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PROSPECTUS – DANNEMORA MINERAL AB

been a member of SweMin´s board for several years and chairman of the Irish Mining and Exploration Group (IMEG). Mr Månsson has worked as a mining geologist and mine manager and production manager for the mine and sorting plant of Statsgruvor AB. Stefan Månsson is a board member in Lappland Goldminers AB, Arctic Gold AB and Wiking Mineral AB and CEO and board member in smansson consult AB. Robert Eek (Born 1981) Mr Eek has an MBA from Stockholm School of Economics and Bachelor of Laws Stockholm

University. Mr Eek is president of APS Capital AB who invests in stocks, corporate bonds and

derivates and is a member of the OMX Nordic Countries. He is chairman of the board in APS Capital AB, ST Bostäder AB, Black Oak Holding AB and board member of St Olof Bi loch AB. The business address of all board members is care of the Company’s registered office. 7.1.1 Board Committees Dannemora has not established board committees. See section on Corporate Governance for details. 7.1.2 Term of office The following table sets out the length of the various board members’ terms of office and for which period each board member has served on the Board. The term of office for all board members runs until the Company’s next annual general meeting, which will be held in May 2012.

Name Position Has served since Term expires Nils Bernhard Chairman 2005 2012 Nils Sandstedt Deputy Chairman 2006 2012 Lennart Falk Board Member 2005 2012 Christer Lindberg Board Member 2006 2012 Niklas Nordström Board Member 2007 2012 Stefan Månsson Robert Eek Board Member Board Member 2011 2011 2012 2012

7.2 Management

Dannemora Mineral’s management team includes the following: Staffan Bennerdt, CEO (Born 1954)

Mr. Bennerdt holds a B.Sc. (Econ) from Stockholm School of Economics. He has been CEO and

Group President of Dannemora Mineral since 2008. Before joining Dannemora Mineral, Mr. Bennerdt was CFO at Boliden AB, where he for a period also was responsible for investor relations. Prior to this

Mr. Bennerdt worked at NCC AB, first as Group Treasurer and later as director of finance. Mr

Bennerdt is board member of SweMin. He has previously been chairman for A-Train AB and a board member of Industrins Finansförening and Society of International Treasurers. Kjell Klippmark, Managing Director Dannemora Magnetit AB (Born 1954)

Mr. Klippmark has a M.Sc. (Rocks/Minerals) from Luleå University of Technology. He is Managing

Director of Dannemora Magnetit AB, and has been employed in the Company since 2007. Mr. Klippmark has nearly 30 years of experience with iron ore from LKAB. Among other his experience include the position as managing director for KGS (subsidiary of LKAB), a company which processes various minerals for LKAB and Minelco. He has also been head of mining for LKAB’s largest mines, Kiruna and Malmberget (with a yearly production rate of 37 million ton of iron ore), head of maintenance and infrastructure for the Kiruna mine, head of the upgrading works in Kiruna, responsible for a yearly production of 12 million pellets and 3 million ton of fines a year, in addition to a number of other leading positions in the LKAB group.

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PROSPECTUS – DANNEMORA MINERAL AB

40

Jan Vestlund, Head Sales and Marketing (Born 1947)

Mr. Vestlund has an M.A. in Political Science and a B.Sc. from the universities of Uppsala and Umeå.

He is Marketing and Logistics Manager at Dannemora Mineral and has been employed in the Company since 2007. Mr. Vestlund has extensive experience from the sale of iron ore products and has among other things, established buyers for pellets from Karelsky Okatysh (SSAB, Rautarruukki and German Steel). In addition he has more than 15 years of experience from sales and marketing of iron ore products from LKAB, targeting customers in the Nordic countries, continental Europe and East Asia. Niklas Kihl, CFO (Born 1964)

Mr. Kihl holds a B.Sc. (Econ) from Umeå University and he has in addition studied accounting and

laws at Stockholm School of Economics. He has been CFO of Dannemora Mineral since 2007. Prior to joining Dannemora Mineral, Mr. Kihl worked as an auditor at the Swedish Economic Crime

Authority. He has in addition had management positions within finance at Ark Travel AB and Sponsor

Service AB. He has also been an auditor at PWC. Yvonne Gille, Head of Human Resources and Information (Born 1950) Mrs Gille holds a B.A in journalism from the University of Journalism in Stockholm and in Political Science from Uppsala University. She joined the Company as Head of Human Resources and Information in September 2010. Mrs Gille has extensive experience as a leader and a journalist both from daily papers and from trade publications. Prior to joining Dannemora Mineral she was Head of Communications department at the parliamentary group of the Swedish Labour Party. In addition she has experience as CEO of Svenska Management Institutet AB and as a Press Officer at the Swedish Confederation for Professional Employees. The business address of all members of the senior management is care of the Company’s registered

ffice.

7.3 Board and Management

7.3.1 Directorships, partnerships and management positions The members of the Board and the senior management presently have and have over the five years preceding the date of this Prospectus, held the following directorships, partnerships and/or management positions (apart from the directorships and management positions in the Company). For directorships the denominations “C” and “BM” state the position as either Chairman of the Board (“C”) or ordinary Board member (“BM”) in the relevant companies. DIRECTORSHIPS, PARTNERSHIPS, MANAGEMENT POSITIONS (EXCL. THE DANNEMORA GROUP)

Name Current directorships/partnerships/ management positions Directorships/partnerships/ma nagement positions ended previous 5 years Board of Directors: Nils Bernhard Tobii Technology AB (BM) Pajeb Kvarts AB (BM) Mångubben AB (BM and managing director) Mångubben Musik AB (BM and managing director) Headweb AB (C) Bioimics AB (BM) Jederstrom Pharmaceuticals AB (BM) Nils Sandstedt Skebo Konferens AB (BM) Rosa & Co AB (BM) AB Sandhamns Solhem (BM) Edsbro Hyresfastigheter AB (BM) Herräng i Norrtälje Fastighets AB (BM) Kerbab AB (BM) HSB Bostadsrättsförening Färjan i Stockholm (BM) Nordros AB (BM) Lennart Falk Svensk Prospekteringskonsult AB (BM) Pajeb Kvarts AB (BM)

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PROSPECTUS – DANNEMORA MINERAL AB

Blackstone Nickel AB (BM) Christer Lindberg Östergren Holding AB (BM) Scandinavia Energy Efficiency AB (C) Lightlab AB (BM) SEG Resistor AB (BM) Tyrlin AB (BM) Barnmorskegruppen Mama Mia AB (BM) Noxon AB (BM) Diamyd Medical AB (BM) Xllnc international AB (BM) Östergren Elmotor AB (C) Almi Stockholm Investeringsfond AB (BM) Stockholms Teknikhöjd AB (BM) Almi Företagspartner Stockholm AB (BM and managing director) Niklas Nordström Prime PR (partner) Egenmakt AB (BM and management) Stockholm Count Council (political elected) Inovacare AB (BM) Stefan Månsson Arctic Gold AB (publ.) (BM) Arctic Gold Operations AB (BM) Wiking Mineral AB (BM) smansson consult AB (BM and managing director) Zinkgruvan Mining AB (BM and managing director) Lappland Goldminers AB (BM) Robert Eek APS Capital AB (C and managing director) ST Bostäder AB (C) Black Oak Holding AB (BM) St Olof Bil och Motor AB (BM) A-Com AB (BM) Management: Staffan Bennerdt

Harjavalta Oy (BM)

Boliden AB (Management) Niklas Kihl

Jan Vestlund
Kjell

Klippmark

KGS Mekaniska AB (BM)

Kimit AB (BM) AB KGS (Management) Syndicate of 3 companies building railway wagons for LKAB Yvonne Gille

7.3.2

Conflicts of interest The Company has taken reasonable steps to avoid potential conflicts of interests arising from any duties to the Company and the directors’ and management’s private interests and/or other duties. There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which members of the Board or Management was selected as a member of the administrative, management or supervisory bodies or member of senior management. The Company is not aware of any such potential conflicts of interests. There are no family relationships between any member of the management team or board members. Board members Mr. Nils Bernhard and Mr. Lennart Falk are the Company’s founders and largest

shareholders. As of the date of this Prospectus their total share ownership was 10.9%, but because of

the different voting rights between the class A and class B shares, these two shareholders control 47.7% of the votes. Companies of Board member Lennart Falk have consulting agreement with Dannemora Mineral. Except for this, there are no potential conflicts of interests between any duties to the Company and private interest or other duties of the members of the Board or management. 7.3.3 Other During the last five years preceding the date of this Prospectus, no member of the Board or the senior management has:

any convictions in relation to indictable offences or convictions in relation to fraudulent offences
received any official public incrimination and/or sanctions by any statutory or regulatory

authorities (including designated professional bodies) or ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company, or

been declared bankrupt or been associated with any bankruptcy, receivership or liquidation in his

capacity as a founder, director or senior manager of a company.

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PROSPECTUS – DANNEMORA MINERAL AB

42 7.4 Remuneration, benefits, pension, etc.

7.4.1 Remuneration and benefits In 2011 the Company’s CEO was paid a total remuneration, including benefits, of SEK 2,054,000. The rest of the Management team received a total remuneration, including benefits, of SEK 4,460,000. For the accounting year 2011 the Chairman of the Board received a fee of SEK 300,000, the Deputy Chairman received SEK 200,000, whereas each other Board member received SEK 100,000.. 7.4.2 Pension, retirement and similar benefits In 2011 Dannemora Mineral paid SEK 581,000 to provide for pension, retirement and similar benefits for the Company’s CEO. In the same year the Company paid a total of SEK 876,000 in pension costs for the rest of the Management team. No pension costs are paid for any of the Board members. 7.4.3 Service contracts No members of the Company’s administrative management or supervisory bodies have any service contracts with the Company or any of its subsidiaries providing for benefits upon termination of employment, except for the normal term of notice of 6 months. There are no ongoing commitments arising from service agreements with any of the Board members

r Management.

7.4.4 Loan to employees and board members The Company has granted no loans to board members or members of the management team.

7.5 Shares by board members and management

7.5.1 Shares held The table below gives an overview of shares held in the Company by members of the Board and the Company’s senior Management. SHARES HELD BY MANAGEMENT AND BOARD AT DATE OF PROSPECTUS*

Shares class A Shares class B Total shares Board: Nils Bernhard* 600 000 218 000 818 000 Nils Sandstedt

152 000

152 000 Lennart Falk* 600 000 260 750 860 750 Christer Lindberg

15 699

15 699 Niklas Nordström

3 000

3 000 Stefan Månsson Robert Eek*

443 700
403 700

Management: Staffan Bennerdt

Niklas Kihl
100

100 Jan Vestlund

Kjell Klippmark
Yvonne Gille
200

200 Total 1 200 000 1053449 2253449 * Including shares held by close associates

7.6 Employees

The table below shows the number of employees in the Dannemora Group at the end of the past three accounting years and as per of the date of this Prospectus.

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PROSPECTUS – DANNEMORA MINERAL AB

AVERAGE NUMBER OF EMPLOYEES IN DANNEMORA GROUP

30 December 2011 31 December 2010 31 December 2009

No. of employees

20 14 13

As of the date of this Prospectus, the Dannemora Group has 52 employees.

7.7 Corporate governance

As of the date of the Prospectus the Company is in compliance with the Swedish Code for Corporate Governance (the “Code”) in all important respects, except for the fact that Lennart Falk has been elected to chair the Nomination Committee. Since he is also a member of the board this is not strictly in accordance with Section 2.4 of the Code. It is the Company’s assessment that the current composition of the Nomination Committee ensures adequate procedures for nomination of members to the Board.

7.8 Related party transactions

During the past three accounting years and up to the date of the Prospectus, the Company has entered into the following agreements with related parties: Consulting agreements with Svensk Prospekteringskonsult AB (board member Lennart Falk) and Geo Management AB (former board member Lars-Göran Ohlsson) for the execution of consultants’ assistance at the request of the Company. The agreement with Svensk Prospekteringskonsult AB was entered into in January 2009. The agreement with Geo Management AB was entered into in April 2008 and was terminated in October

2010. Both agreements comprise consultancy services, and the agreements were entered into at market

terms subject to which said companies shall deliver consultancy services requested by the Company as independent suppliers. As of the date of this Prospectus, Dannemora Mineral has bought consultancy services related to the above mentioned agreements for a total of SEK 504,000 from Svensk Prospekteringskonsult AB and SEK 336,000 from Geo Management AB. No consultancy services have been purchases under either of these agreements in 2011.

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PROSPECTUS – DANNEMORA MINERAL AB

44

Historical financial information

The following sections present the historical financial information for Dannemora Mineral for the accounting years ended 31 December 2009, 2010 and 2011. The consolidated historical financial information are presented in accordance with IFRS. Further details of Dannemora Mineral’s historical financial information can be found in the Company’s annual and interim reports which can be found at http://www.dannemoramineral.se/en/investor-relations.

8.1 Accounting policies

8.1.1 Accounting principles for the 2009, 2010 and 2011 financial information Dannemora Group’s significant accounting and measurement policies may be viewed by visiting the Company’s website. Please see the Year End Report 2011, page 8 by using the following the link: http://hugin.info/137553/R/1586908/497639.pdf. For a more comprehensive version of the Company’s significant accounting policies (Swedish version) please visit the Company’s website and the Annual report 2011, page 64-67: http://hugin.info/137553/R/1601357/505636.pdf.

8.2 Historical financial information

The following section presents a summary of the consolidated audited historical financial information for Dannemora Mineral for the accounting years 2009, 2010 and 2011. 8.2.1 Income Statement

2011 Audited 2010 Audited 2009 Audited (SEK 1,000) IFRS IFRS IFRS Operating revenue 3 131 44 863 5 957 Other external costs

32 059
83 314
19 650

Personnel expenses

20 988
12 357
9 874

Depreciation, amortisation and impairment of assets

3 081
1 130
498

Total operating expenses

56 128
96 801
30 022

Operating profit/loss

52 997
51 938
24 065

Financial income 20 035 1 026 689 Financial expense

85 198
27
37

Total financial items

65 163

999 652 Profit/loss after financial items

118 160
50 939
23 413

Profit/loss for the period

118 176
50 939
23 413

Total result

118 176
50 939
23 413

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PROSPECTUS – DANNEMORA MINERAL AB

Balance Sheet

2011 2010 2009 (SEK 1,000) IFRS IFRS IFRS Non-current assets Intangible assets Activated expenses for exploration and evaluation assets Licences 40 701 1 621 38 166

34 073
Sum intangible assets

42 322 38 166 34 073 Tangible assets Land and buildings 17 156 16 285 15 831 Plant and machinery Equipment, tools and fixtures & fittings 1 129 1 125

10 857
79

228 127
109 951
59 012

Total equity 406 210 379 687 184 945 Liabilities Long-term liabilities Long-term liabilities 800 039 13 000 13 000 Other long-term liabilities

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PROSPECTUS – DANNEMORA MINERAL AB

46

8.2.2 Cash flow statement

2011 2010 2009 IFRS IFRS IFRS (SEK 1,000) Operating activities Operating profit before financial items

52 997
51 938
24 064

Depreciation of tangible assets 637 535 498 Impairment of intangible assets 2 444 595 Interest received 12 443 1 026 689 Interest paid

Other cost not affecting cash flow 1

Cash flow from operating activities before changes in working capital

37 699
49 812
22 936

Cash flow from changes in working capital Increase/decrease in inventories

8 130

Increase/decrease in current receivables

9 678
18 901

3 192 Increase/decreasein trade payables

10 619

6 811

8 960

Increase/decrease in other current liabilities 43 225 515

2 028

Total change in working capital 14 798

11 575
7 796

Cash flow from operating activities

22 901
61 387
30 732

Investing activities Investments in intangible assets

6 151
4 326
3 720

Investments in tangible assets

421 574
30 485
49 509

Investments in financial assets

2 536

2 203 295 Cash flow from investing activities

430 261

32 608

52 934

Financing activities New share issue 144 698 245 681 Proceeds from borrowings 715 014 Issue of share warrants

Cash flow from financing activities

859 739 245 681 Cash flow for the year 406 577 151 686

83 666

Cash & cash equivalents at beginning of period/ year 212 134 60 448 144 114 Exchange rate fluctuation in cash and cash equivalents 10 125

Cash & cash equivalents at end of period/ year**

628 836 212 134 60 448

8.3 Comments to the historic financial figures

Year ended 31 December 2011 Net sales and earnings Sales for the year amounted to SEK 3.1 (44.9) million, with rental income accounting for SEK 2.9 (3.2) million of the figure. Profit after net financial items during the same period was SEK -118.2 (-50.9) million, with SEK -77.4 (-) of this figure being unrealised exchange losses. In the previous year, revenues of SEK 41.7 million were also attributable to iron ore trial deliveries and earnings were adversely affected by production costs associated with the trial deliveries. No trial deliveries have taken place in 2011. Sales for the fourth quarter, October-December, amounted to SEK 0.8 (16.9) million, with rental income accounting for SEK 0.7 (0.8) million of the figure. Trial deliveries accounted for SEK 16.0 million of the sales figure for the corresponding quarter in the previous year. Profit/loss after net financial items for the fourth quarter amounted to SEK -22.3 (-9.3) million, with SEK -9.2 (-) of the figure being unrealised exchange losses. Liquidity and cash flow Cash flow from operating activities during the year amounted to SEK -22.9 (-61.4) million. Cash flow from investing activities was SEK -430.3 (-32.6) million and cash flow from financing activities was SEK 859.7 (245.7) million, which meant that cash flow for the period ended on SEK 406.6 (151.7)

million. The Group’s cash & cash equivalents stood at SEK 628.8 (212.1) million at the end of the
period. Cash flow from financing activities is attributable to the new share issue and the senior secured

bond issue. This is described in more detail in the section about the Parent Company.

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PROSPECTUS – DANNEMORA MINERAL AB

Cash flow from operating activities during the fourth quarter, October-December, amounted to SEK 27.5 (-26.0) million. Cash flow from investing activities was SEK 27.4 (-18.9) million and cash flow from financing activities was SEK -72.5 (-0.2) million, which meant that cash flow for the period ended on SEK -17.6 (-45.2) million. The Group's interest-bearing liabilities at 31 December 2011 amounted to SEK 830.8 (-) million. Investments Investments during 2011 amounted to SEK 486.9 (46.2) million. These were distributed as follows: work in progress 477.9 (40.6) million, land & buildings 0.1 (0.7) million, plant & machinery 2.3 (-) million, exploration & evaluation 5.0 (4.5) million and licences 1.6 (-) million. Investments during the fourth quarter, October-December, amounted to SEK 193.3 (25.4) million. These were distributed as follows: work in progress 190.0 (23.1) million, land & buildings 0.1 (0.7) million, plant & machinery 0.7 (-) million, exploration & evaluation 0.8 (1.5) million and licences 1.3 (-) million. Employees The average number of employees during the year was 20 (14). Five (3) of the employees were

women. The average number of employees during the fourth quarter, October-December, was 34 (16).

Nine (4) of the employees were women. At the end of the year, the number of employees was 50. Fifteen of the employees were women. Events during 2011

The Company launched a USD 120 million five-year bond issue and implemented a private

placement of SEK 150 million on []

Dannemora Mineral signed five-year contracts with ThyssenKrupp AG and Salzgitter Flachstahl AG

for annual iron ore deliveries of up to 600,000 ton.

Dannemora Mineral signed a five-year contract with Stemcor UK Ltd for the annual supply of up to

600,000 ton of iron ore. Deliveries will commence in 2013.

The Company decided to invest a further SEK 120 million underground, in order to ensure efficient

and reliable transport, and to build a homogenisation store, which is expected to tie up SEK 20-30 million in working capital.

The Board of Dannemora Mineral decided to list the Company's share on the Stockholm Stock

Exchange's main list at an appropriate point after the operational start-up of the Dannemora iron ore mine.

Operating revenue for the period January-December 2011 amounted to SEK 3.1 (44.9) million.

Profit/loss after net financial items during the same period amounted to SEK -118.2 (-50.9) million. Net sales for the 4th quarter 2011 amounted to SEK 0.8 (16.9) million, while profit after net financial items was SEK -22.3 (-9.3) million.

Total cash flow for the period January-December 2011 was SEK 406.6 (151.7) million. Total cash

flow for the fourth quarter was SEK -17.6 (-45.2) million.

Cash & cash equivalents at 31 December 2011 amounted to SEK 628.8 (212.1) million.

Year ended 31 December 2010 Operating revenue totalled SEK 44.8 million. Iron ore trial deliveries accounted for SEK 41.7 million

f this figure, with the remaining SEK 3.2 million attributable to rental income. External costs totalled

SEK -83.3 million of which SEK -72.5 million was attributable to trial deliveries. Profit/loss after net financial items during the same period amounted to SEK -50.9 million. Investments in the period January to December 2010 amounted to SEK 46.2 million. SEK 40.6 million

f these investments was attributable to work in progress and SEK 4.5 million to exploration and

evaluation. The Company did not have any interest-bearing liabilities at 31 December 2010.

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PROSPECTUS – DANNEMORA MINERAL AB

48

Year ended 31 December 2009 Operating revenue for the 2009 financial year amounted to SEK 6.0 million and were attributable to trial deliveries of iron ore SEK 2.9 million and rental income SEK 3.1 million. Profit/loss after net financial items during the year amounted to SEK -23.4 million. No impairment of exploration assets was made. Investments during the 2009 financial year were SEK 53.2 million. This figure included investments in work in progress of SEK 48.6 million, investments in exploration and evaluation assets of SEK 3.7 million and investments in land and buildings of SEK 0.8 million. Investments in work in progress as a whole related to investments in the mine; SEK 39.4 million related to mine underground, SEK 6.4 million related to the industrial area and SEK 2.8 million related to other investments. The Company did not have any interest-bearing liabilities at 31 December 2009.

8.4 Changes in equity

Below is an overview of the Company’s consolidated statement of changes in equity for the past three accounting years. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(SEK 1,000) Share capital Other contributed capital Retained earnings incl profit/loss for the period Total equity Opening balance, 1 January 2007 163 15 667

2 727

13 103 Profit/loss for the year

10 174
10 174

Bonus issue 359

New share issue 224 85 176 85 400 Share issue expenses

5 708
5 708

Issue of warrants 47 47 Closing balance, 31 December 2007 746 94 823

12 901

82 668 Opening balance, 1 January 2008 746 94 823

12 901

82 668 Profit/loss for the year

22 698
22 698

Issue of warrants 425 425 New share issue 496 154 504 155 000 Share issue expenses

7 037
7 037

Closing balance, 31 December 2008 1 242 242 715

35 599

208 358 Opening balance, 1 January 2009 1 242 242 715

35 599

208 358 Profit/loss for the year

23 413
23 413

Closing balance, 31 December 2009 1 242 242 715

59 012

184 945 Opening balance, 1 January 2010 1 242 242 715

-59 012

184 945 Profit/loss for the year

50 939
50 939

New share issue 656 257 087 257 743 Share issue expenses

12 062
12 062

Closing balance, 31 December 2010 1 898 487 740

109 951

379 687 Opening balance, 1 January 2011 Total comprehensive income for the period New share issue Issue expenses 1 898 320 487 740 149 680

5 302
109 951
118 176

379 687

118176

150 000

5 302

Closing balance per 31 December 2011 2 218 632 118

228 127

406210

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PROSPECTUS – DANNEMORA MINERAL AB

8.5 Property, plant and equipment

The table below sets forth the net book value of the Company’s tangible fixed assets as per the end of the past three financial years.

(SEK 1,000) Land and buildings Equipment, tools and fixtures & fittings Construction in progress Total Closing balance at 31 Dec 2007 257 257 Closing balance at 31 Dec 2008 15 266 625 40 238 56 129 Closing balance at 31 Dec 2009 15 831 687 88 870 105 388 Closing balance at 31 Dec 2010 16 285 719 129 424 146 428 Closing balance at 31 Dec 2011 17 156 2 254 606 229 625 639

See more details in Section 8.3 for more details of the Company’s investments in property, plant and

equipment. In connection with the investments in buildings and land, the Company has pledged assets

(property mortgages) on SEK 13 million, which corresponds to the Company’s long-term debt to Östhammar Municipality. The USD 120 million senior secured bond issued in February 2011 is secured by the Company’s fixed assets, which include all real estate properties, including fixtures, and any equipment, machinery, plant, production factilities or other tangible asset owned by the Group which relates to the Dannemora mine.

8.6 Investments

Below is an overview of the Company’s investments, including ongoing investments and investments in progress. 8.6.1 Historical investments The Company’s historical financial investments for the past three accounting years are described in section 8.3, “Comments to the Historical Financial Information”. 8.6.2 Ongoing investments As of the date of the Prospectus the Company’s ongoing investments include the following:

Underground works
ramp development.
Infrastructure
mine and industrial water
electricity
industrial area
Shaft Improvements
construction of hoist system
preparation of main schaft
Mining ventilation
Construction
Sorting Plant
being finalized primo April 2012

The above investments will be financed through equity and through the secured bond loan. Dannemora Mineral has decided to invest approximately SEK 120 million underground for increased production safety and more efficient transport, included in subproject Underground Works in table in section 8.6.3. The Private Placement will generate approximately SEK 99,360,000 in net proceeds, which will be applied for this investment, and the balance will be financed from available cash

holdings. See also Section 5.7, “Material contracts”.

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PROSPECTUS – DANNEMORA MINERAL AB

50

8.6.3 Planned mining investments The total investments for the rebuilding of the Dannemora mine are estimated at SEK 1017 million, of which investments for SEK 530 million have been completed per 31 December 2011. As per February 2012 investments for SEK 575 million have been completed. Mobile equipment is expected to be leased and in addition pre-development costs of SEK 54 million are not included in the investments

above. The Company has not made any firm commitments as to future investments relating to the

rebuilding of the mine except for investments due to material contracts mentioned in Section 5.6. The rebuilding of the Dannemora Mine and the belonging ramps is fully funded as of Prospectus date. The remaining investments will be financed from the Private Placement, available cash holdings and from profit generated from operations in the Dannemora Mine wich will start in early April 2012. A summary of the Company’s completed and remaining firm investments is provided in the table below.

Investment Subprojects (1000 SEK) Completed by 31 December 2011 Remaining investments 2012-2013 Total Underground works 148 064 261 362 409 426 Sorting plant 177 110 55 015 232 125 Infrastructure 150 909 28 794 179 703 Schaft Improvements 14 878 78 353 93 231 Mining ventilation 30 294 48 623 78 917 Administration 8 451 15 351 23 802 Total 529 706 487 498 1 017 204

8.7 Capital resources, capitalisation and indebtedness

8.7.1 Cash flow Since the Company is still in a build-up phase, the operating revenues, with the exception of the 2009 and 2010 revenues consist of rental income from the Company’s real estate management. In 2009 and 2010 the Company also received operating income from trial deliveries of iron ore products. In the period January 2008 to 31 December 2011, investments mainly included work in progress related to mining investments. The Company’s cash and cash equivalents at the end of year 2008 amounted to SEK 144.1 million, at the end of year 2009 to SEK 60.4 million, at the end of 2010 to SEK 212.1 million and at the end of December 2011 to 628.8 million. The increase in cash flow for the years 2008 up to 31 December 2011 was due to share issues in the parent company and the USD 120 million (equivalent to SEK 831 million per 31 December 2011) senior secured bond issued in February 2011. The Company’s audited historical cash flow can be found in section 8.2.2 above. 8.7.2 Capitalisation and indebtedness The table below gives an overview of the Group’s capitalisation and indebtedness at 31 December 2011, as well as the adjustments numbers close to the date of this Prospectus. The group does not have any indirect or contingent indebtedness.

(SEK 1,000) 31 Dec 2011 Change Adjusted 29 Feb 2012 Not e Share Capital Legal Reseve Other Reserves Shareholder equity (A) 2 218 1 07 8 402 914 406 210 10 83 7 10 837 2 218 1 078 413 751 417 047 2 Current debt

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Guaranteed Secured 26 844 13 999 40 843 3 Unguaranteed/unsecured 104 279

11 720

92 559 4 Total current debt 131 123 2 279 133 402 Non-current debt Guaranteed Secured 800 039

42 038

758 001 6 Unguaranteed/unsecured Total non-current debt 800 039

42 038

758 001 Total indebtedness 931 162

39 759

891 403 Total capitalisation 1 337 372

28 922

1 308 450 ACash B Cash equivalents CTrading securities 628 836

142 210

486 626 5

D. Liquidity (A+B+C)

628 836

142 210

486 626

E. Current financial receivables

38 452

1 681

36 771

F. Current bank debt
G. Current portion of non-current debt
H. Other current financial debt
I. Current financial debt (F+G+H)
J. Net current financial indebtedness (I-E-D)
667 288

143 891

523 397
K. Non-current bank loans
L. Bonds issued

800 039

42 038

758 001 6

M. Other non-current loans
N. Non-current financial debt (K+L+M)

800 039

42 038

758 001

O. Net financial indebtedness (J+N)

132 751 101 853 234 604 Notes:

1. On 15 March 2012 and the date of this Prospectus the Company completed a private placement of SEK 103.5 million, as

described in Section 4 in this Prospectus.

2. Related to the profit for the period, refers mostly to unrealised exchange profit on bond loan SEK 39.9 million and
perating loss at SEK -29.6 million.
3. Related to accrued interest on bond loan
4. Mostly related to the decrease in trade payables and refers to the investment project.
5. Related mostly to cash flow from investing activities
6. Related mostly to unrealized exchange profit on bond loan

8.7.3 Sources of funding The Company’s current debt as at 31 December 2011 includes a non-interest bearing loan from the municipality of Östhammar of SEK 13 million which will be due for payment in December 2012. Current debt also include secured debts of SEK 26.8 million related to accrued interest for bond loan. In February 2011 the Company successfully completed a USD 120 million, equivalent to SEK 831 million per 31 December 2011, in a senior secured bond issue. The balance sheet item is netted with capitalised financial costs SEK -31 million refers to the bond issue.The bond loan is for five years and the Company has the option of repaying the loan after two, three or four years at a rate of 106, 104 and 102 per cent respectively.The fixed coupon rate is 11.75% p.a. The loan have final maturity in March

2016. The terms of the bond requires the Company to maintain a minimum liquidity position SEK 50

million at all times. This requirement restricts the Company’s use of its cash. The minimum liquidity requirement is accounted for in the Company’s liquidity and forecasts (with reference to 8.7.5, Working Capital Statement). In order to reduce foreign exchange risk in the interest payments and repayment of the bond loan, the Company will gradually build up US dollar assets from the revenue generated from its activities. There is a cross-default clause for the bond whereby it may be declared to be in default if the Company fails to meet its obligations on other financial indebtedness exceeding USD 5 million, or if such other financial indebtedness is for whatever reason declared to be in default. For full Bond Agreement, please visit: http://www.dannemoramineral.se/files/svensk/Finansiell_info/Flik_1_- _Bond_Agreement_between_Dannmora_Mineral_AB_-_(Issuer)_and_Norsk_Tillitsmann_ASA.pdf.

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52

Beside the above financing sources the company historically has financed the Dannemora project through equity issues. As per 31 December 2011 the Company´s debt equity ratio is 2.3 and the equity assets ratio is 30.4 percent. Most of the cash position is held in SEK. The company will establish treasury and funding principles during spring 2012. 8.7.4 Liquidity The cash position of the Dannemora group is shown in the table in section 8.7.2. The cash position together with the Private Placement will be sufficient to finish the remaining investments and start the

peration of the Dannemora iron ore mine.

Most of the cashposition is held in SEK. The planning and control of liquidity for the whole group is managed by the Parent Company´s Finance department. There is no restriction to transfer funds between the Parent Company and the subsidiaries. The liquidity control consists of monthly cash flow forecast showing the group´s cash position for the nearest 12 month. The company will establish treasury and funding principles during spring 2012. This will include principles for hedging instruments. Until the date of this prospectus no such instruments have been used. 8.7.5 Working Capital Statement The Board of Dannemora Mineral is of the opinion that the working capital of the Dannemora Group is sufficient for the Group´s present requirements in a twelve months perspective as from Prospectus date.

8.8 Trend information and significant changes

After the end of the last financial year, the following changes have occurred, which affect the Group’s financial and trading position.

Dannemora Mineral and Hargs Hamn AB signed a ten-year contract for terminal services.

This and the previous contracts with Green Cargo and NACCO mean that Dannemora has now covered the entire logistics chain from mine to ship loading.

An update of the Company’s mineral reserve reported 35.1 million ton of probable

mineral reserves grading 35.3 percent iron. This is an increase of 6.9 million ton.

Dannemora Mineral AB has notified the Mining Inspectorate of the start of mining
perations from 13 January 2012.
The investment project in Dannemora has progressed without disruption so far and the

sorting plant will start operations in the second quarter of 2012.

On 15 March 2012 the Company raised SEK 103.5 million in the Private Placement.

Except for the changes listed above, there has not been any significant change in the financial or trading position of the Dannemora Group which has occurred after the end of 31 December 2011 and through the date of this Prospectus. As of the date of the Prospectus, the Company is not aware of any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect,

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directly or indirectly, the Company’s operations. See also Section 2, “Risk factors”, and Section 6, “Market”.

8.9 Statutory auditors

PWC AB, SE-113 97 Stockholm, is the Company’s auditor. They have been the Company’s auditor since its incorporation in 2005. Since 2009 Ms. Annika Wedin is the auditor in charge at PWC AB. She is an authorised public accountant and is a member of FAR, which is the professional institute for authorised public accountants in Sweden. The Company’s historical financial statements have been audited without any qualifications.

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9. Share capital and shareholder matters

9.1 Current share capital

The share capital of Dannemora Mineral is SEK 2,457,664 divided into 15,360,400 shares, of which 1,200,000 class A shares and 14,160,400 class B shares, each with a par value of SEK 0.16. All shares are currently issued and fully paid. The Company has two classes of shares; class A and class B shares. Class A shares carry 10 votes per share, while class B shares carry 1 vote per share. All shares have otherwise equal rights including the right to an equal entitlement to a share of the Company’s assets and earnings. Class A shares may be converted into B shares, please see Section 9.10 below for more details.

9.2 Listing

As of the date of the Prospectus the Company’s class B shares are traded on First North in Stockholm and the Norwegian Oslo Axess.

9.3 Share registry

The class A shares are issued electronically in Euroclear in Sweden, and the class B shares are issued electronically in Euroclear in Sweden and in the Norwegian VPS. The International Securities Identification Number (ISIN number) for the Company’s class B shares is ISIN SE0001879818. The Company’s Swedish registrar is Euroclear AB, Box 7822, SE-103 97 Stockholm, Sweden. The Company’s Norwegian registrar is DNB ASA, Stranden 21, 0250 Oslo, Norway.

9.4 Development of share capital

The following table sets forth the development of the Company’s share capital for the past three accounting years and up to the date of the Prospectus. HISTORICAL DEVELOPMENT IN SHARE CAPITAL

Date Transaction Change in share capital (SEK) Total share capital (SEK) Changes in

no. of

shares Total no. of class- A shares Total no. of class- B shares Issue Price (SEK) March 2005 Incorporation 100 000 100 000

60 000

40 000 1.00 Jan 2006 Share Issue 22 000 122 000 22 000 60 000 62 000 50.00 June 2006 Share Issue 41 000 163 000 41 000 60 000 103 000 369.00 March 2007 Bonus issue 358 600 521 600

60 000

103 000

March 2007

Share split 20:1

521 600

3 097 000 1 200 000 2 060 000

May 2007

Share Issue 224 000 745 600 1 400 000 1 200 000 3 460 000 61.00 June 2008 Share Issue 496 000 1 241 600 3 100 000 1 200 000 6 560 000 50.00 March 2010 Share Issue 440 000 1 681 600 2 750 000 1 200 000 9 310 000 60.00 April 2010 Share Issue 200 000 1 881 600 1 250 000 1 200 000 10 560 000 69.50 June 2010 Share Issue 16 064 1 897 664 100 400 1 200 000 10 660 400 63.06 March 2011 Share Issue 320000 2 217 664 2 000 000 1 200 000 12 664 400 75 March 2012 Share Issue 240000 2 457 664 1 500 000 1 200 000 14 160 400 69

9.5 Board authorization to issue shares

On 3 May 2011 the annual general meeting of the Company resolved to authorise the Board of Directors to issue shares as follows:

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The Board of Directors is authorised, on one or more occasions during the period until the next Annual General Meeting, to issue shares with or without preferential rights for existing shareholders against consideration in cash, by set-off or in kind or otherwise on the conditions set out in Chapter 2, Section 5, Paragraph 2 1 – 3 and 5 of the Swedish Companies Act. The rationale for the authorization and the board’s authority to set aside the preferential rights for existing shareholders is to enable the Company to acquire working capital, to develop Riddarhyttan and the Company’s other ore projects, carry out the acquisition of companies and /or the acquisition of assets in the Company’s business. The maximum number of class B shares to be issued under the authorization is 1,500,000. The authorization was fully utilized in connection with the Private Placement and no further share issues may be undertaken under such authorization.

9.6 Own shares

As of the date of the Prospectus, Dannemora Mineral holds none of its own class A or B shares.

9.7 Share options/ warrants

As of the date of this Prospectus there are no share options or warrants issued or outstanding in the

Company. There are no other exchangeable securities outstanding.

9.8 Shareholder structure

The following table shows the largest shareholders in the Company as per 30 March 2012 (before the Private Placement described herein). 20 LARGEST SHAREHOLDERS – DANNEMORA MINERAL PER 30 MARCH 2012

Shareholder Class A shares Class B shares Share of Votes, % Share of Ownership, % FALK, LENNART eget och via bolag och familj 600 000 260 750 25,4% 6,2% BERNHARD, NILS* 600 000 218 000 25,2% 5,9% FÖRSÄKRINGSAKTIEBOLAGET, AVANZA PENSION 1 073 492 4,4% 7,7% CBLDN-POHJOLA BANK PLC CLIENT A/C 927 795 3,8% 6,7% JP MORGAN BANK 833 000 3,4% 6,0% Friends Provident International** 623 944 2,5% 4,5% Per-Uno Sandberg 500 000 2,0% 3,6% Mikaros AB 400 000 1,6% 2,9% APS Capital AB 363 700 1,5% 2,6% Nordnet Pensionsförsäkring AB 351 460 1,4% 2,5% Holberg Norden 248 141 1,0% 1,8% Nils Sandstedt 152 000 0,6% 1,1% Pkl E. Öhman J:or Suomi OY 136 000 0,6% 1,0% Arvarius AS 133 500 0,5% 1,0% Kristian Wiman 130 000 0,5% 0,9% Mikaros Invest AB 129 244 0,5% 0,9% Strategic Wisdom Nordic AB 122 732 0,5% 0,9% Susanna Wiman 115 000 0,5% 0,8% First Securities ASA 111 700 0,5% 0,8% Friends Provident International** 104 747 0,4% 0,8% Other 5 725 195 23,2% 41,3% Total Shares 1 200 000 12 660 400 100,0% 100%

* Directy and indirectly owned via family relations

** Different Business Registration Numbers 55

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56

The Company is not directly or indirectly controlled and to the Company’s knowledge there are no arrangements which may at a subsequent date result in a change of control of the Company. As of Prospectus date the Company´s founders, Lennart Falk and Nils Bernhard, owned 6.2% and 5.9% of the total outstanding shares in the Company, respectively. Since the class A shares have different voting rights than the class B shares (see Section 9.1 above and Section 9.10 below), Mr. Falk controls 25.39% and Mr. Bernhard controls 25.22% of the votes at the Company’s general meetings. As far as the Company is aware, there is no member of the administrative, management or supervisory bodies, other than the founders mentioned above who, directly or indirectly, has an interest in the Company’s share capital or voting rights which is larger than 5% of the total.

9.9 Dividend policy

The Company has not paid any dividends from the time of incorporation up to and including the date

f this Prospectus.

However, the Company’s aim and focus is to enhance shareholder value and provide an active market in its shares. The Company does not anticipate paying any cash dividends on its shares in the near future. The Company intends to retain future earnings, if any, to finance operations and the expansion of its

business. Any future determination to pay dividends will depend on the Company’s financial position

and results, and capital requirements.

9.10 Articles of Association

The Articles of Association of the Company contain provisions, inter alia, to the following effect:

According to Article 3 of the Articles of Association, the Company’s business purpose is to
perate within the minerals business, more specifically within trade, exploration and extracting of

minerals, and management of securities and activities consistent with such management.

The Board of Directors shall pursuant to Article 2 of the Articles of Association, have its seat in

the municipality of Östhammar, in the Uppsala district and , according to Article 8, shall consist of at least 3, and no more than 7, members. The Chairman of the Board is elected directly by the general meeting. Any board member shall be elected for a period of 1 year until the next annual general meeting.

The shares of the Company are divided into 2 separate share classes, A shares and B shares. The A

class shares entitles the holder to 10 votes per share in the General Meeting and the B class shares entitles the holder to one vote per share. Of the total outstanding shares the A class shares may not exceed 100% of the total shares and the B class shares may not exceed 100% of the outstanding

shares. The A class shares may at any time be converted into B class shares following the request

from the shareholder.

In case of a capital increase, the holders of class A shares and class B shares, respectively, shall

have the preferential right to subscribe for new shares in the same share class relative to their

holding. Should the preferential right not be exhausted by the holders of shares of the respective

share classes, the new shares shall be offered to all shareholders in a number equivalent to the shareholders’ relative part of the shares before the capital increase.

Should the Company decide to issue shares in only one share class the preferential right to

subscribe for new shares shall apply to all shares in the Company regardless of share class.

The Company may resolve to set preferential rights aside.
The shareholders’ preferential rights regarding shares shall apply correspondingly in the event of

the issue of subscription rights and convertibles.

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In the event of a capitalization issue, the new shares shall be issued in the same share class as the

shares that give the right to such issue.

The articles of association do not contain any provisions granting the right to change the rights of

holders of the shares. Hence, this is regulated exclusively by the Swedish Companies Act.

The annual general meeting shall be called by issuing an advert in “Svenska Dagbladet” and “Post
ch Inrikes Tidningar”. A copy of the Notice shall also be posted on the Company’s website.

Notice of the annual general meeting or Extraordinary General Meeting for the possible resolution to change the Company’s Articles of Association shall take place within 6 weeks, and no later than 4 weeks before the general meeting. Notice of Extraordinary General Meetings for other purposes shall take place within 6 weeks, and no later than 3 weeks before the general meeting.

Shareholders who wish to attend the general meeting must notify the Company at the latest on the

day stipulated in the notice for the general meeting. Any shareholders that wish to be accompanied by counsel must inform the Company about this within the same time limit.

The general meeting shall take place either in Östhammar or Stockholm municipalities.
The annual general meeting shall take place no later than 6 months following the end of the

accounting year.

Only shareholders registered in the shareholders register on the date of the general meeting may

exercise shareholders rights.

Other than the possibility of conversion of A class shares into B class shares, there are no

provisions that would have an effect of delaying, deferring or preventing a change in control of the issuer.

There are no provisions governing the ownership threshold above which shareholder ownership

must be disclosed. Hence, this will be governed by the Norwegian Securities Trading Act, please see section 9.11 below.

There are no provisions governing changes in the capital. Hence, this is regulated exclusively by

the Swedish Companies Act.

9.11

Certain provisions of the Swedish Companies Act and the Norwegian Securities Trading Act relevant for the Shares The following is a summary of certain provisions of the Swedish Companies Act (“SCA”), applicable to Dannemora Mineral as a company incorporated in Sweden, and certain provisions of the Norwegian Securities Trading Act applicable to shares listed on Oslo Axess. 9.11.1 Disclosure requirements under the Norwegian Securities Trading Act Under Norwegian law, an acquisition that causes the acquirer’s proportion of shares and/or rights to shares to reach or exceed 5%, 10%, 15%, 20%, 25%, 1/3, 50%, 2/3 and 90% of the share capital or an equivalent proportion of the voting rights in a company whose shares are quoted on the Oslo Børs (hereunder Oslo Axess), the acquirer shall immediately notify such acquisition to Oslo Børs. This applies correspondingly to anyone who through disposal or other circumstances changes his or her proportion of shares so that the proportion is reduced to or below the set thresholds. Shares held or acquired or disposed of by close associates, as defined in Section 2-5 of the Norwegian Securities Trading Act, are regarded as equivalent to the acquirer’s or disposer’s own shares. As of the date of this Prospectus and based on the table set out in Section 9.8 above, the following shareholders have holdings in excess of the statutory thresholds for disclosure requirements. In case of nominee shareholders, the disclosure requirements applies to the beneficial owner of the shares.

Name Class A shares Class B shares Voting rights FALK, LENNART* 600 000 260 750 25.39% BERNHARD, NILS* 600 000 218 000 25.22% FÖRSÄKRINGSAKTIEBOLAGET, AVANZA PENSION 1 073 492 4.4% CBLDN-POHJOLA BANK PLC CLIENT A/C 927 795 3.8% JP MORGAN BANK 833 000 3.4%

* Directy and indirectly owned via family relations

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58

9.11.2 Mandatory offer requirement under the Norwegian Securities Trading Act Norwegian law requires any person, entity or group acting in concert that acquires more than one-third

f the voting rights of a Norwegian company listed on Oslo Børs (hereunder Oslo Axess) to make an

unconditional general offer for the purchase of the remaining shares in the company, with repeated

bligations upon reaching thresholds of 40% and 50%. The offer is subject to approval by Oslo Børs

before submission of the offer to the shareholders. The offer price per share must be at least as high as the highest price paid or agreed by the offeror in the six-month period prior to the date the statutory threshold was exceeded, but equal to the market price if the market price was higher when the statutory threshold was exceeded. In the event that the acquirer thereafter, but prior to the expiration of the bid period acquires, or agrees to acquire, additional shares at a higher price, the acquirer is obliged to restate its bid at that higher price. A mandatory offer must be in cash or contain a cash alternative at least equivalent to any other consideration offered. A shareholder who fails to make the required offer must within four weeks dispose of sufficient shares so that the obligation ceases to apply. Otherwise, Oslo Børs may cause the shares exceeding the statutory limit to be disposed of by an enforced sale. A shareholder who fails to make such bid cannot, as long as the mandatory bid requirement remains in force, vote his shares or exercise any rights of share ownership unless a majority of the remaining shareholders approve. The shareholder can, however, exercise the right to dividend and pre-emption rights in the event of a share capital increase. Oslo Børs may impose a daily fine upon a shareholder who fails to make the required offer. 9.11.3 Compulsory acquisition under the SCA If a shareholder, directly or via subsidiaries, acquires shares representing more than nine-tenths of the total number of issued shares, such majority shareholder has the right (and each remaining minority shareholder of the Company has the right to require such majority shareholder) to effect a compulsory acquisition for cash of any shares not already owned by such majority shareholder. Upon effecting the compulsory acquisition the parties are free to agree on the price per share. If the price cannot be agreed

n it shall be determined to match price of the shares traded on the market during normal conditions.

Any dispute arising regarding the right to effect a compulsory acquisition or the price thereof shall be dissolved by three arbitrators in accordance with the Swedish arbitration act. The arbitrators may upon application from the majority shareholder decide that the majority shareholder shall be given advance title to the minority shares with immediate effect. 9.11.4 Voting rights under the SCA The Articles of Association may contain provisions regarding different classes of shares. Such provision shall include a specification of the differences between the shares and the number or the percentage of shares of each class. Different classes of shares can prescribe limitations of the voting rights at the shareholders general meeting, for example that class A shares entitles to 10 votes and class B shares entitles to 1 vote. The Company’s Articles of Association contain such provisions, please see section 9.10 above. As a general rule, resolutions by the shareholders require a simple majority of the votes cast. In the case of election of directors to the Board of Directors, the persons who obtain the most votes cast are deemed elected. However, certain decisions, including resolutions to waive preferential rights in connection with any share issue, to approve a merger or de-merger and to amend the Company’s Articles of Association must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at a shareholders’ meeting. Swedish law further requires that certain amendments to the Company’s Articles of Association require more than two-thirds of the aggregate number of votes cast, i.e. a decision which have the effect of substantially altering the rights and preferences of any shares or class of shares require the consent of all shareholders represented at the general meeting and that these together represent at least nine-tenths of the shares of the Company. In general, in order to be entitled to vote, a shareholder must be registered as the owner of shares in the share register. Owners of shares that are registered in the name of a nominee (Swedish;

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“förvaltarregistrerade aktier”) are not entitled to vote under Swedish law. In order for such owner to vote at a general meeting they must register the shares in their own name prior to the general meeting. 9.11.5 General meetings of shareholders under the SCA Through the general meeting, the Company’s shareholders exercise the supreme authority in the Company, subject to the limitations provided by Swedish law. All shareholders in the Company are entitled to attend and vote at general meetings, either in person or by proxy. Please see section 9.11.4, “Voting rights under the SCA”, above with regard to certain restrictions on voting rights applying for nominee-registered shares, etc. General meetings are convened by the Company’s Board. In a public limited liability company, a notice of a general meeting must be issued no earlier than six weeks and no later than four weeks before the meeting, while notice of an extraordinary general meeting must be issued no earlier than six weeks and no later than four or two weeks before the meeting, depending on the issues to be decided at the general meeting. The notice shall include a proposal for an agenda for the meeting. In a public limited company the notice must always take place through advertisement in Post- och Inrikes Tidningar and at least one national daily newspaper designated in the articles of association. If allowed by the company’s articles of association, the notice in full must not be announced in the mentioned daily newspaper, but instead a shorter information item to the effect that a notice has been given may be announced, including information on where such notice can be found. A shareholder is entitled to submit proposals to be discussed at general meetings provided such proposals are submitted in writing to the Board in such good time that it can be entered on the agenda

f the meeting.

The annual general meeting shall be called by the Board so that it can be held within six months from the end of each financial year. The annual general meeting shall deal with and decide on the adoption

f the income statement and balance sheet, dispositions in respect of the company’s profit or loss

pursuant to the adopted balance sheet, discharge from liability vis-à-vis the company for members of the Board of directors and the managing director, the question of declaring dividend and such other matters as shall be dealt with according to SCA or the Articles of Association. In a limited company whose shares are listed on a stock exchange or other authorised marketplace, resolutions must also be passed regarding guidelines for compensation to senior management. Extraordinary general meetings can be called by the Board of directors. In addition, the board of directors is obligated to convene an extraordinary general meeting where an auditor of the company or

wners of at least 10% of the shares demand in writing that such a meeting be convened for a stated
purpose. In such case, the notice must be issued within two weeks from the date on which the demand

was received by the company. 9.11.6 New issues of shares and preferential rights under SCA The Company’s shareholders have a preferential right to subscribe for issues of new shares by the

Company. The preferential rights to subscribe in an issue may be waived by a resolution in a general

meeting by the same vote required to approve amendments to the Articles of Association. A waiver of the shareholders’ preferential rights in respect of bonus issues requires the approval of all outstanding shares, irrespective of class. 9.11.7 Dividends under SCA The Company may under no circumstances make transfers of assets in such a way that, following the transfer, the Company’s restricted equity is not fully covered in accordance with the most recently adopted balance sheet. Any proposal to pay a dividend must be recommended or accepted by the Board of directors and approved by the shareholders at a general meeting. The shareholders may decide to increase the dividends proposed by the Board of directors only if there is an obligation under

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60

the Articles of Association, or dividends are made at the request of a minority holding at least 10% of all the shares of the Company. In the latter case, some further restrictions apply. There is a special prudence rule for transfers of assets. Even if the balance sheet shows that the restricted shareholders’ equity would be covered even after the transfer of assets, the transfer of assets may only take place if it is clearly defensible, taking into consideration the company’s need for funding, liquidity or financial position in general. The amount of equity which must be retained in the company as a result of the prudence rule is to be judged based on the circumstances in the individual case and the special circumstances under which the company operates. Special caution must be

bserved with respect to dividends from a company which depends on market fluctuations or which is
therwise a risky operation. Another factor of significance is the size of the restricted equity, seen in

relation to the size of the business. Until the balance sheet is adopted, no dividends may be paid from the preceding year’s profits; so- called advance dividends are thus not permitted. Dividends in advance fall under the provisions regarding unlawful dividends. Should there exist distributable earnings according to a balance sheet adopted by the annual general meeting that has not been fully distributed, a general meeting may decide on additional distribution of dividends, such a decision to be made before the next annual general meeting. Payment of dividends in such a situation may however not exceed the remaining part

f distributable earnings and is also subject to certain measures of prudence.

No particular restrictions apply as to the distribution of dividends to non-resident shareholders. 9.11.8 Rights on Liquidation under SCA Under Swedish law, a company may be liquidated by a resolution in a general meeting of the Company passed by a majority of the aggregate votes cast. Unless otherwise prescribed in the articles

f association, the shares rank pari passu in the event of a return on capital by the company upon a

liquidation or otherwise. The shares of the Company rank pari passu in the event of a return on capital by the company upon a liquidation or otherwise.

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10. Legal and arbitration proceedings

The Dannemora Group has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the previous 12 months, which may have, or have had in the recent past significant effects on the Groups’s financial position or profitability.

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11. Tax issues

The statements herein regarding taxation are, unless otherwise stated, based on the laws in force in Norway and Sweden, respectively, as at the date of this Prospectus, and are subject to any changes in law occurring after such date. Such changes could be made on a retrospective basis. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, own or dispose of shares in the Company. Furthermore, the summary only focuses on the shareholder categories explicitly mentioned below (individual shareholders and limited liability companies). Shareholders are advised to consult their

wn tax advisors concerning the overall tax consequences of their share investment. In particular, this

document does not include any information with respect to U.S. taxation. Prospective investors who may be subject to tax in the United States are urged to consult their tax adviser regarding the U.S. federal, state, local and other tax consequence of acquisition, owning and disposing of shares in Dannemora Mineral. The Company does not assume responsibility for the withholding of taxes at source.

11.1 Norwegian Shareholders

11.1.1 Taxation of dividends – Individual shareholders Dividends distributed to Norwegian individual shareholders are taxable in Norway as general income at a rate of 28%. The shareholders are, however, entitled to deduct a calculated tax-free allowance when calculating their taxable dividend income. The tax-free allowance will be calculated on a share by share basis, and the allowance for each share will be equal to the cost price of the share, multiplied by a risk free interest rate determined annually on basis of the effective rate after tax of interest on Norwegian treasury bills (“statskasseveksler”). Any part of the calculated allowance one year exceeding the dividend distributed on the share will the following years be deducted from taxable dividend income and also included in the basis for calculating the allowance. 11.1.2 Taxation of dividends - Corporate shareholders (Limited liability companies) Dividends distributed from a Swedish company to shareholders who are limited liability companies resident in Norway for tax purposes (“Norwegian corporate shareholders”) are exempt from taxation. However, 3% of dividends from shares qualifying for exemption shall be subject to general income tax at a rate of 28%. 11.1.3 Taxation of dividends – Credit for Swedish dividend withholding tax According to the Nordic double tax treaty 15%, as a general rule, of dividends distributed shall be withheld and paid as Swedish dividend taxes (“kupongskatt”) for Norwegian shareholders. Subject to certain conditions Norwegian individual shareholders will be entitled to claim deduction for such Swedish dividend withholding tax from, and within the amount of, Norwegian taxes calculated on the same dividends. 11.1.4 Taxation on realization of shares – Individual shareholders Sale, redemption or other disposal of shares is considered a realization for Norwegian tax purposes. A capital gain or loss generated by a Norwegian individual shareholder through a realization of shares is taxable or tax deductible in Norway. Such capital gain or loss is included in or deducted from the basis for computation of general income in the year of realization. The general income is taxable at a rate of 28%. The gain is subject to tax and the loss is tax deductible irrespective of the duration of the

wnership and the number of shares disposed of.

The capital gain is calculated as the consideration received less the cost price of the share and transactional expenses. From this capital gain, Norwegian individual shareholders are entitled to deduct a calculated tax-free allowance when calculating their taxable income. The allowance for each share is equal to the total of allowance amounts calculated for this share for previous years (ref.

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“Taxation of dividends – Individual shareholders” above), which exceeded dividends distributed on this share. The calculated allowance may only be deducted in order to reduce a taxable gain calculated upon the realization of the share, and may not be deducted in order to produce or increase a loss for tax purposes. If the shareholder owns shares acquired at different points in time, the shares that were acquired first will be regarded as the first to be disposed of, on a first-in first-out basis. 11.1.5 Taxation on realization of shares - Corporate shareholders (Limited liability companies) Norwegian corporate shareholders are not taxable in Norway on capital gains related to realization of shares in a Swedish company, and losses related to such realization are not tax deductible. 11.1.6 Net wealth tax The value of shares is included in the basis for the computation of wealth tax imposed on Norwegian individual shareholders. The marginal wealth tax rate is 1.1% of the value assessed. The value for assessment purposes for shares on Oslo Børs is 100% of the listed value as of 1 January in the year of

assessment. Norwegian corporate shareholders are not subject to net wealth tax.

11.2 Swedish Shareholders

11.2.1 Taxation of dividends - Corporate shareholders (Limited liability companies) Dividends distributed to shareholders who are limited liability companies resident in Sweden for tax purposes (“corporate shareholders”) are subject to tax as general income at a rate of 26.3%. The participation exemption rules only include quoted shares if the holding represents at least 10% of the votes and the holding period is at least one year. If these criteria are met the dividend is not subject to tax. 11.2.2 Taxation on realization of shares – Corporate shareholders Sale, redemption or other disposal of shares is considered a taxable event for Swedish tax purposes, unless the participation exemption is applicable. A capital gain generated by a Swedish corporate shareholder through a disposal of shares is subject to tax, and losses tax deductable against taxable gains from shares and other ownership interests. The general income is subject to tax at a rate of 26.3%. The capital gain is calculated on the consideration received less the cost price of the share and transactional expenses. If there are no gains, the losses will be carried forward separately until there are gains to set them off against. Losses on shares which are covered by the participation exemption are not deductible at all.

11.3 Shareholders not resident in either Norway or Sweden

This section summarizes Swedish tax rules relevant to shareholders who are not resident in either Norway or Sweden for tax purposes (“Non-resident shareholders”). Non-resident shareholders’ tax liabilities in their home country or other countries will depend on applicable tax rules in the relevant country. 11.3.1 Taxation of dividends Non-resident corporate shareholders are liable to withholding tax of 30% if the holding represents less than ten percent of the votes. Non-resident corporate shareholders are tax exempt if (i) the holding corresponds to or exceeds ten per cent of the votes, (ii) the holding period is at least one year at the time of the dividend payment and (iii) the non-resident corporate shareholder is taxed with corresponding taxes as a Swedish limited liability company. The withholding tax rate may be reduced trough tax treaties between Sweden and the country in which the shareholder is resident. Dividends

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64

distributed to Non-resident corporate shareholders resident within the EEA for tax purposes are exempt from Swedish withholding tax, provided the shareholder holds at least ten percent of the share capital and that it is genuinely established and conducts business activity in the relevant jurisdiction. Nominee registered shares will be subject to withholding tax at a rate of 30% in Sweden. If a shareholder is carrying on business activities in Sweden, and the shares are effectively connected with such activities, the shareholder will be subject to the same taxation as Swedish shareholders, as described above. 11.3.2 Taxation on realization of shares Gains from the sale or other disposal of shares by a Non-resident corporate shareholder will not be subject to taxation in Sweden unless the shares are held in connection with business activities in Sweden.

11.4 Duties on the Transfer of Shares

No stamp or similar duties are currently imposed in Norway or Sweden on the transfer of shares whether on acquisition or disposal.

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12. Summany of Expert Opinion

The estimation of the mineral resources have been conducted by Mr. Thomas Lindholm of GeoVista AB, who is a competent person accredited by SveMin (Swedish Association of Mines, Mineral and Metal Producers) and who is a fellow of the Australasian Institute of Mining and Metallurgy (FAusIMM), and Eric Austin Hegarth of Panterra AB. Thomas Lindholm is the competent person who has signed the report. The work has been carried out in accordance with national Swedish and international standards for the estimation of mineral resources. The estimation of the Company’s mineral reserves have been conducted by Thomas Lindholm (see description of his qualifications above), Peter Svensson who is a member of the Australian Institute of Geoscientists (MAIG), and Tommy Persson of Dannemora Magnetit AB. The report has been made in accordance with the Australian JORC standard. Thomas Lindholm is the independent competent person who has approved the estimates in accordance with national and international requirements for the estimation of mineral reserves. The report on the Company’s mineral resources and reserves dated 23 December 2011 is available on the Company’s web page. Please visit the following link:

magnetit/mineral-resource-estimation/

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13. Additional information

13.1 Documents on display

(a) the memorandum and Articles of Association of the Company; (b) all reports, letters, and other documents, historical financial information, valuations and

statements prepared by any expert at the Company's request any part of which is included

r referred to in this Prospectus;

historical financial information for the Company and its subsidiary undertakings for each

f the two financial years preceding the publication of this Prospectus

13.2 Cross Reference list

This work is reported in “Mineral Resource Estimation DMAB 2011, 11 August 2011”, that can be found on the company website: http://dannemoramineral.se/files/Mineral_Resource_Estimation_2011_DMAB.pdf The Prospectus and the most recent annual and interim reports and press releases from Dannemora Mineral can be downloaded from the Company’s web site at the following address: www.dannemoraminerals.se.

Name of document Available from: Annual Report 2011 http://hugin.info/137553/R/1601357/505636.pdf Annual Report 2010 Annual Report 2009 http://www.dannemoramineral.se/en/investor-relations/financial- reports/?listYear=2009 Summary of the Group’s significant accounting and measurement policies http://hugin.info/137553/R/1586908/497639.pdf (Year end report 2011, page 8) and http://hugin.info/137553/R/1601357/505636.pdf, in the Annual Report, page 64-67. (Annual report 2011, incl. a more comprehensive version of significant accounting policies, in Swedish) Expert Opinion Dannemora: Evaluation of the Dannemora Ore Reserve, dated 23 December 2011. Mineral Resource Estimation DMAB 2011, 11 August 2011 http://www.dannemoramineral.se/files/2011-12-22_Dannemora_ore_reserve.pdf http://dannemoramineral.se/files/Mineral_Resource_Estimation_2011_DMAB.pdf Bond Agreement , Callable Senior Secured Bond Issue 2011/2016 http://www.dannemoramineral.se/files/svensk/Finansiell_info/Flik_1_- _Bond_Agreement_between_Dannmora_Mineral_AB_- _(Issuer)_and_Norsk_Tillitsmann_ASA.pdf Guide to Mineral Legislation and Regulations in Sweden http://www.sgu.se/dokument/service_sgu_publ/mineral-legislation-2006.pdf

13.3 Third party statements

The information in this Prospectus that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate

r misleading.

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14. Cautionary note regarding forward-looking statements

This Prospectus contains forward-looking statements in Section 5.3, 5.5, 5.8 and 6. These statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. These statements are only expectations. Actual events or results may differ materially. In evaluating these statements, prospective investors should specifically consider various factors, including the risks

utlined in Section 2. These factors may cause the actual results to differ materially from any forward-

looking statement. Although the Company believes that the expectations reflected in the forward- looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement. Except as required by law, the Company undertakes no obligation to update publicly any forward- looking statements for any reason after the date of this Prospectus to conform these statements to actual results or to changes in its expectations or publicly release the result of any revisions to these forward-looking statements which the Company may make to reflect events or circumstances after the date of this Prospectus or to reflect the occurrence of unanticipated events. Investors are advised, however, to consult any further public disclosures made by the Company.

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15. Definitions

When used in this Prospectus, the following terms shall have the meanings set out below, unless the context otherwise requires. Words importing the plural shall be construed to include the singular and vice versa.

Articles of Association The articles of association of Dannemora Mineral Business Day Any day on which commercial banks are open for business in Oslo Company Dannemora Mineral AB Cut-off The lowest acceptable grade of metal to be included in mine plan Dannemora Group Dannemora Mineral AB and subsidiaries Dannemora Mineral Dannemora Mineral AB, a public limited liability company incorporated under the laws of Sweden and with registered office in Österbybruk, Sweden Euroclear The Company’s registrar, Euroclear Sweden AB, a company providing issuer services and clearing and settlement services, formerly known as “VPC”. Finanstilsynet The Financial Supervisory Authority of Norway First North A multilateral trading facility (as defined under the MiFID) operated by Nasdaq OMX Group The Dannemora group of companies IFRS International Financial Reporting Standards Indicated Resources Economic mineral occurrences that have been sampled to a point where an estimate has been made, at a reasonable level of confidence, of their contained metal, grade, tonnage, shape, densities, physical characteristics. Inferred Resources The part of a mineral resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological/or grade continuity. Issuer Dannemora Mineral AB km Kilometre Licence Any exploration or mining pre-claim, claim, licence, permit or concession m Metres Manager Swedbank First Securities Measured Resources Indicated Resources that have undergone enough further sampling that a Competent Person has declared them to be an acceptable estimate, at a high degree of confidence, of the grade, tonnage, shape, densities, physical characteristics and mineral content of the mineral occurrence. Memorandum of Association The memorandum of association of Dannemora Mineral Mineralization A concentration or occurrence of a metal or mineral in such a size and grade that it has an intrinsic economic value, see also mineral resource Mineral Resources A concentration or occurrence of natural, solid, inorganic or fossilized organic material in

r on the earth’s crust in such form and quantity and of such grade or quality that it has

reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge. Mt Million ton MSEK Million SEK New Shares The new class B shares in Dannemora Mineral issued in the Private Placement NOK Norwegian Kroner, the lawful currency of Norway Norwegian Securities Trading Act The Norwegian Securities Trading Act of 29 June 2007 no. 75 (“Verdipapirhandelloven”) Ore Ore body Ore loss The economically mineable part of a mineralization. A mineralized body that has been shown to be possible to extract economically The parts of an orebody that is not possible to mine depending on geometry, selected mining method or other technical factors. Ore Reserves The economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined.

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Oslo Axess A fully regulated market under the control of Oslo Børs for Norwegian listed equities Oslo Børs Oslo Børs ASA (Oslo Stock Exchange) Private Placement The private placement carried out by the Company on 15 March 2012 whereby the Company raused SEK 103.5 million through the issuance of 1.5 million New Shares at a subscription price per share of SEK 69 Prospectus This Prospectus dated 25 April 2012 Probable Reserves The economically minerable part of Indicated, and in some circumstances, a Measured Mineral Resource. Proven Reserve The economically minerable part of a Measured Mineral Resource. Ræder Advokatfirma Ræder DA of Oslo, Norway, acting as legal advisor to Dannemora Mineral SCA Swedish Companies Act (aktiebolagslagen (2005:551)) SGAAP The generally accepted accounting principles in Sweden SEK Swedish Kroner, the lawful currency of Sweden Subscriber A person (legal or physical) who subscribes for New Shares in the Place Placement Subscription Offices Swedbank First Securities Subscription Price Surpac The price per New Share subscribed for in the Private Placement, being SEK 69 Name of software, commonly used world wide for modelling of mineral resources. Swedish Companies Registration Office Bolagsverket SweMin Swedish Association of Mines, Mineral and Metal Producers TEM Time Domain Electro Magnetic USD United States Dollar, the lawful currency of the United States of America VPS The Norwegian Central Securities Depository (“Verdipapirsentralen”) Waste rock dilution Non-mineralized (or low-grade) rock that dilutes the ore at the moment of extraction due to geometrical and/or other geological factors

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Appendix 1 Articles of Association of Dannemora Mineral AB

BOLAGSORDNING DANNEMORA MINERAL AKTIEBOLAG

Antagen på årsstämman den 3 maj 2010

Org. Nr. 556678-3329

1.

FIRMA Bolagets firma är Dannemora Mineral Aktiebolag. Bolaget är publikt (publ).

2.

STYRELSENS SÄTE Styrelsen skall ha sitt säte i Östhammars kommun, Uppsala län.

3.

BOLAGETS VERKSAMHET Bolaget skall vara verksamt i mineralbranschen, främst med inriktning på handel, prospektering och utvinning av mineral, och bedriva förvaltning av värdepapper samt idka därmed förenlig verksamhet.

4.

AKTIEKAPITALET Aktiekapitalet skall utgöra lägst 1.600.000 och högst 6.400.000 kronor.

5.

ANTALET AKTIER Antalet aktier skall vara lägst 10.000.000 och högst 40.000.000.

6.

AKTIER AV OLIKA SLAG Aktier kan ges ut i två slag betecknade serie A och B. Aktie i serie A medför tio (10) röster och aktie i serie B en (1) röst. Av det totala aktiekapitalet skall högst 100% motsvaras av aktier i serie A och högst 100% av aktier i serie B. Ägare till aktier av serie A skall äga rätt att påfordra att aktie av serie A omvandlas till aktie av serie

B. Begäran om omvandling, som skall ske skriftligt och ange det antal aktier som skall omvandlas,

skall göras hos bolaget. Bolaget skall utan dröjsmål anmäla omvandlingen till Bolagsverket för

registrering. Omvandlingen är verkställd när registrering sker.

7. AKTIEÄGARES FÖRETRÄDESRÄTT Beslutar bolaget att genom kontantemission eller kvittningsemission ge ut nya aktier av serie A och serie B, skall ägare av aktier av serie A och serie B äga företrädesrätt att teckna nya aktier av samma aktieslag i förhållande till det antal aktier innehavaren förut äger (primär företrädesrätt). Aktier som inte tecknats med primär företrädesrätt skall erbjudas samtliga aktieägare till teckning (subsidiär företrädesrätt). Om inte sålunda erbjudna aktier räcker för den teckning som sker med subsidiär företrädesrätt skall aktierna fördelas mellan tecknarna i förhållande till det antal aktier de förut äger. Återstående aktier fördelas genom lottning som verkställs av styrelsen.

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Beslutar bolaget att genom kontantemission eller kvittningsemission ge ut aktier endast av serie A eller serie B, skall samtliga aktieägare, oavsett om deras aktier är av serie A eller serie B, äga företrädesrätt att teckna nya aktier i förhållande till det antal aktier de förut äger. Vad som ovan sagts skall inte innebära någon inskränkning i möjligheten att fatta beslut om kontantemission eller kvittningsemission med avvikelse från aktieägarnas företrädesrätt. Vad som föreskrivs ovan om aktieägares företrädesrätt skall äga motsvarande tillämpning vid emission av teckningsoptioner och konvertibler. Vid ökning av aktiekapitalet genom fondemission skall nya aktier emitteras av varje aktieslag i förhållande till det antal aktier av samma slag som finns sedan tidigare. Därvid skall gamla aktier av visst aktieslag medföra rätt till nya aktier av samma aktieslag. Vad nu sagts skall inte innebära någon inskränkning i möjligheten att genom fondemission, efter erforderlig ändring av bolagsordningen, ge ut aktier av nytt slag. 8. STYRELSE Styrelsen skall bestå av lägst tre (3) och högst sju (7) ledamöter utan suppleanter. Bolagsstämman utser styrelsens ordförande. Ledamöterna väljs årligen på årsstämman för tiden intill dess nästa årsstämma hållits. 9. FIRMATECKNINGEN Bemyndigande att teckna bolagets firma får av styrelsen meddelas endast styrelseledamot och verkställande direktör och endast två i förening. 10. REVISORER Bolaget skall ha en eller två revisorer varav minst en skall vara auktoriserad. 11. RÄKENSKAPSÅR

Bolagets räkenskapsår skall vara kalenderåret.

12. KALLELSE

Kallelse till bolagsstämma skall ske genom annonsering i Svenska Dagbladet och Post och Inrikes

Tidningar. Kallelse till årsstämma samt kallelse till extra bolagsstämma där fråga om ändring av

bolagsordningen kommer att behandlas skall utfärdas tidigast sex veckor och senast fyra veckor före stämman. Kallelse till annan extra bolagsstämma skall utfärdas tidigast sex veckor och senast två veckor före stämman.

13. ANMÄLAN TILL BOLAGSSTÄMMA För att få delta i bolagsstämma skall aktieägare anmäla detta till bolaget senast den dag som anges i kallelsen till stämman. Denna dag får inte vara söndag, annan allmän helgdag, lördag, midsommarafton, julafton eller nyårsafton, och inte infalla tidigare än femte vardagen före stämman. Aktieägare får vid bolagsstämma medföra ett eller två biträden, dock endast om aktieägaren gjort anmälan härom enligt föregående stycke.

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14. PLATS FÖR BOLAGSSTÄMMA Bolagsstämma skall hållas i Östhammars eller Stockholms kommun. 15. ÅRSSTÄMMA Årsstämma skall avhållas inom sex månader efter räkenskapsårets utgång. På årsstämma skall följande ärenden förekomma till behandling: 1) Val av ordförande vid stämman. 2) Upprättande och godkännande av röstlängd. 3) Godkännande av dagordning. 4) Val av en eller två justeringsmän. 5) Prövning av om stämman blivit behörigen sammankallad. 6) Framläggande av årsredovisning och revisionsberättelse samt i förekommande fall koncernredovisning och koncernrevisionsberättelse. 7) Beslut angående avslutat räkenskapsår (i) fastställelse av resultaträkning och balansräkning samt i förekommande fall koncernresultaträkning och koncernbalansräkning, (ii) dispositioner beträffande bolagets vinst eller förlust enligt den fastställda balansräkningen, samt (iii) ansvarsfrihet åt styrelseledamöterna och verkställande direktören. 8) Beslut om arvodering och val av styrelse (i) fastställelse av styrelsearvoden (ii) fastställelse av antal styrelseledamöter (iii) val av styrelseledamöter (iv) val av styrelseordförande 9) I förekommande fall beslut om arvodering och val revisorer (i) fastställelse av revisorsarvode (ii) fastställelse av antal revisorer (iii) val av revisorer 10) Annat ärende som ankommer på årsstämman enligt aktiebolagslagen eller bolagsordningen. 16. ÖPPNANDE AV BOLAGSSTÄMMAN

Styrelsens ordförande eller den styrelsen utsett öppnar bolagsstämman och leder förhandlingarna till dess ordförande valts.

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17. AVSTÄMNINGSFÖRBEHÅLL

Den aktieägare eller förvaltare som på avstämningsdagen är införd i aktieboken och antecknad i ett avstämningsregister enligt 4 kap. lagen (1998:1479) om kontoföring av finansiella instrument eller den som är antecknad på avstämningskonto enligt 4 kap. 18 § första stycket 6-8 nämnda lag skall antas vara behörig att utöva de rättigheter som följer av 4

kap. 39 § aktiebolagslagen (2005:551).

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Appendix 2 Summary of Expert Opinion

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75 75

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Dannemora Svärdvä P.O. Bo SE - 182 33 Swe Tel: +46 29 Tel: 46 29 Fax: +46 8 www.dannem Swedbank Fir Filipstad B P.O. Box 1 N - 011 Norw Norw Tel: +47 23 Fax: +47 2 www.f www.swe Mineral AB ägen 13

x 627

3 Danderyd eden 95 244 400 95 244 400 753 43 90

ramineral.se