TIDMAUE
RNS Number : 3785E
Aureus Mining Inc.
09 February 2015
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
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RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF
SUCH JURISDICTIONS.
9 February 2014
Aureus Mining Inc.
TSX : AUE
AIM : AUE
US$15.3 MILLION EQUITY FINANCING FOR NEW LIBERTY OPTIMISED MINE
PLAN
NEW LIBERTY CONSTRUCTION UPDATE
Highlights:
Financing
-- US$ 15.3 million subscribed for through IFC subscription and
brokered financing at 18p per share
-- Funds raised to finance a new mine plan for New Liberty to
increase life of mine cash flow and accelerate cash generation in
early years
New Mine Plan
-- An additional 28,000 ounces of gold expected to be produced
in first year of production through the mining of an additional
starter pit to bring the total Year 1 target production to 122,000
ounces of gold
-- Post tax project NPV of expected cash flows from commencement
of commercial production(1) increased to US$ 328 million(2)
-- Significant free cash now expected to be generated throughout
the Life of Mine with earlier free cash to fund Aureus' exciting
exploration programmes
-- New mine plan is more aligned to the current gold price
environment and de-risks the New Liberty Project by increasing
operational flexibility through the provision of a larger stockpile
and more working faces
-- Life of Mine average operating cash costs expected to be
reduced by 8% to US$ 692/oz with all-in sustaining cash costs
reduced by 7% to US$ 789/oz
Construction Update
-- Mining operations have commenced with first blast of 25,000
tonnes of waste rock successfully completed in January 2015
-- First gold expected by the end of May 2015. Further plant
optimisation and final commissioning expected to occur in June,
leading to steady state production during July 2015
-- Delay to the production schedule is a direct consequence of
the Ebola crisis in the Republic of Liberia with associated direct
and indirect costs to Aureus of approximately US$ 18 million which
are fully funded from the Company's current cash resources and
facilities
-- Liberia is making significant progress in the fight against
Ebola with only five new cases confirmed in the week to 1 February
2015, down from a peak of 300 new cases per week in August and
September 2014
Notes:
(1) cash flows from life of mine operations before debt
servicing and repayment
(2) using a gold price of US$1,300/oz flat, 5% discount rate and
corporation tax rate of 25%
Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the
"Company") is pleased to announce that it has entered into an
Agency Agreement and a Subscription agreement (each as defined
below) in connection with the issue of 56,000,000 new common shares
of the Company ("Shares") for proceeds of approximately GBP10.1
million (approximately US$15.3 million) before expenses.
The Company has entered into an agency agreement (the "Agency
Agreement") with GMP Securities Europe LLP. and Numis Securities
Limited (together the "Bookrunners") and Edgecrest Capital
Corporation (collectively the "Agents"), pursuant to which, subject
to the conditions referred to therein, the Agents have agreed, on a
reasonable endeavours basis, to procure purchasers for 26,760,234
new common shares of the Company ("Shares") at a price of 18p per
Share (the "Issue Price") to raise gross proceeds of approximately
US$7.3 million (approximately GBP4.8 million) (the "Offering").
In addition to the Offering, Aureus is pleased to announce that
it has entered into a subscription agreement with International
Finance Corporation ("IFC"), the private sector arm of the World
Bank Group, for a subscription, subject to the conditions therein
referred to, of 29,239,766 Shares at the Issue Price to raise gross
proceeds of approximately US$ 8.0 million (the "Subscription").
The funds raised by the Offering and the Subscription will be
used to fund a new mine plan at New Liberty, which should allow for
increased flexibility and generate stronger cash flows,
particularly in the early years of the Project's production
phase.
David Reading, President and Chief Executive Officer of Aureus
Mining, said:
"The funds to be raised through the Offering and the
Subscription will allow the Company to push forward with the new
optimised mining plan, which is more in line with the current gold
price environment and achieves significant additional and accretive
benefits to all our shareholders and stakeholders through earlier
cash flow generation, a lower cost profile and improved operational
efficiencies. We would like to thank both our existing and new
shareholders for their support in bringing New Liberty into full
production.
"Despite the challenges posed by the Ebola outbreak, our
construction and operations teams have worked tirelessly to
continue the development of the New Liberty Project. The completion
of the first blast represents a major milestone towards the first
gold pour of the first commercial gold mine in Liberia."
Impact of Ebola Crisis
The Ebola outbreak has had a significant effect on the Republic
of Liberia with 8,700 Ebola-related cases and in excess of 3,600
deaths. Recently, considerable progress has been made in the fight
against Ebola with the Republic of Liberia seeing a substantial
decline in the number of new cases - only five new confirmed cases
were reported in Liberia in the week to 1 February 2015, down from
a peak of 300 new cases per week during August and September
2014.
While Aureus maintained construction activities throughout the
peak of the Ebola crisis, first gold pour has been delayed from
March 2015 to the end of May 2015 as a result of logistical and
other difficulties beyond the Company's control, with steady state
production now scheduled for July 2015.
Whilst Aureus implemented stringent health protocols and
procedures to ensure that construction activities could continue,
the Ebola outbreak has resulted in:
-- Direct additional costs of approximately US$ 6 million;
-- Indirect additional costs associated with the delay and
contractual commitments of approximately US$ 10 million at the
project level; and
-- Indirect additional non-project costs of approximately US$ 2 million at Company level.
Hence, the Company estimates its total additional direct and
indirect costs related to Ebola to be approximately US$ 18
million.
However, despite the delay to the construction schedule and the
increased costs introduced by the difficulties of operating
throughout the Ebola outbreak, the Company remained fully funded to
complete the New Liberty plant construction and reach nameplate
production capacity with its available cash resources and finance
facilities prior to this announcement.
New Mining Plan Optimises Returns and Provides Greater
Operational Flexibility
The Company remains funded for its current development plan as
set out in the definitive feasibility study titled "New Liberty
Gold Project, Liberia, West Africa Updated Technical Report" dated
July 3, 2013 ("DFS"), which may be found under the Company's
profile at SEDAR.com. However, when taking into account the delay
to the commencement of processing operations, the DFS does not
optimise returns in the current gold price environment.
Since the DFS was completed in 2013, the Company has continued
to conduct further evaluation including grade control drilling to
produce a better geological understanding of the orebody. Utilising
this information an optimal new mine plan has been produced.
The previously published DFS mine plan ceases to provide
sufficient operational flexibility during the production phase and
has an increased execution risk when considering potential
operational outages. This is primarily due to the DFS mine plan
being based on a single starter pit, minimising operational face
lengths and also not allowing enough gold bearing ore to be built
up on the stockpile to feed the plant in the event of an
outage.
The new mine plan compensates for the delay and improves the
Project's economics. It reduces costs over the life of mine ("LOM")
and generates stronger cash flows, particularly during the ramp-up
period and first six months of production, producing significantly
increased free cash flow after debt servicing.
The principal benefits of the new mine plan relative to the
existing DFS plan are listed below:
-- Stronger cash generation, particularly in the early stages of
the Project, which will provide more cash for exploration and
working capital
-- Greater operational flexibility through the creation of two
starter pits, providing increased face length and stockpile
management and giving greater confidence that production targets
will be met
-- Increased Run of Mine ("ROM") ore stockpiles ensure against
any unforeseen production disruption
-- Reduction in mining cash costs based on more efficient mining
by utilizing the layout of the mining infrastructure, such as the
waste dumps
The new mine plan involves a revised mining sequence, now
running from East to West, which utilises two shallower starter
pits at Kinjor and Larjor. This provides increased operational
flexibility due to the increased workable face lengths and allows
access to areas of high grade ore earlier in the LOM. A drainage
berm surrounding the open pit, which is constructed from waste
rock, has also been incorporated into the new mine plan. The
construction of this berm not only shortens the haulage distance
for waste rock, but also lowers the Project execution risk in the
wet season by safely reducing water ingress into the pit,
minimising the pumping required to keep the pit fully operational
throughout the wet season. For further details, please see the link
below:
http://aureus-mining.com/wp-content/uploads/2015/02/New-Mine-Plan-Fundamentals.pdf
The new mine plan also incorporates increased efficiencies in
the mining fleet and schedule, including "hot seat change over" at
the start and end of shifts and the use of temporary haulage ramps
to the north of the pit to minimise waste haulage distances. This
enables more waste rock to be removed and ore to be mined and
processed earlier in the mining schedule. The new mine plan also
has the incremental benefit of the current low fuel prices, which
helps to reduce the overall mining cost.
The incorporation of two starter pits combined with the
increased mining and trucking efficiencies has allowed the Company
to develop a more refined stockpile strategy than that outlined in
the DFS. The increased early tonnage in the new schedule allows the
Company to create a larger stockpile of ore on the ROM Pad, thus
enabling higher ore grade material to be blended and fed to the
process plant earlier than in the original schedule. This also
provides an additional safeguard to any potential problems in the
pit by having more ore material available for processing. The
stockpile blending strategy facilitates a consistent grade of ore
to be fed to the process plant. Additional oxide material will be
blended with sulphide ore during dry seasons, improving plant
throughput by some 15%.
The change in the mining schedule results in the completion of
mining operations four months earlier than planned in comparison to
the DFS when maintaining all other material parameters. The revised
production profile is more appropriately aligned to the current
gold price environment and the basis of the new plan is that 10%
more ore material is mined and 35% more gold is produced in 2015 in
comparison to the delayed DFS mine plan (described below). These
revisions more than adequately compensate for the delay in
processing operations caused by the Ebola outbreak.
The key Project parameters comparing the existing DFS mine plan
to the delayed DFS mine plan and the new mine plan can be
summarised as follows:
Period 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
-------------- -------- ----------- ----------- ----------- ----------- ----------- ----------- ---------- ---------- --------
DFS Mine Plan
Material
Mined
(t) 844,000 18,086,993 25,549,991 25,619,993 25,549,992 24,269,689 10,475,498 8,088,599 1,495,127
Tonnes Milled
(t) 740,518 1,109,600 1,112,640 1,109,600 1,109,600 1,109,600 1,112,640 1,089,861
Head Grade
(g/t) 3.05 3.48 3.37 3.52 4.30 3.71 3.15 2.35
Gold Produced
(koz) 67.43 115.52 112.25 116.82 142.74 123.03 104.77 76.49
Delayed DFS
Mine Plan(1)
Material
Mined
(t) 844,000 18,086,993 25,549,991 25,619,993 25,549,992 24,269,689 10,475,498 8,088,599 1,495,127
Tonnes Milled
(t) 466,918 1,109,600 1,109,600 1,112,640 1,109,600 1,109,600 1,109,600 1,112,640 253,861
Head Grade
(g/t) 3.23 3.32 3.37 3.30 4.49 3.61 3.13 3.08 0.91
Gold Produced
(koz) 45.09 110.10 111.94 109.94 148.89 119.79 103.86 102.55 6.90
New Mine
Plan
Total
Material
Mined (t) 978,000 19,329,997 25,949,209 26,216,765 25,662,872 22,189,499 10,439,999 7,213,074 2,119,701
Tonnes Milled
(t) 545,000 1,245,000 1,140,000 1,140,000 1,140,000 1,140,000 1,140,000 1,003,572
Head Grade
(g/t) 3.76 3.08 3.26 3.45 4.20 3.35 3.77 2.27
Gold Produced
(koz) 60.71 114.80 111.05 117.67 143.33 114.25 128.40 68.12
-------------- -------- ----------- ----------- ----------- ----------- ----------- ----------- ---------- ---------- --------
Variance in
Gold
Produced
(DFS Mine
Plan vs New
Mine Plan) -10% -1% -1% 1% 0% -7% 23% -11%
-------------- -------- ----------- ----------- ----------- ----------- ----------- ----------- ---------- ---------- --------
Variance in
Gold
Produced
(Delayed DFS
Mine Plan
vs New Mine
Plan) 35% 4% -1% 7% -4% -5% 24% -34%
-------------- -------- ----------- ----------- ----------- ----------- ----------- ----------- ---------- ---------- --------
(1) Delayed DFS Mine Plan is the original DFS mine plan adjusted
for the three month delay in processing operations caused by the
Ebola outbreak.
A series of graphs comparing the new mine plan against the DFS
mine plan are presented below:
http://aureus-mining.com/wp-content/uploads/2015/02/New-Mine-Plan-v-DFS-Mine-Plan.pdf
The total cost associated with implementing the new mine plan is
approximately US$ 15 million and relates to the increased pre-strip
mining activities occurring over the delay period. The total cost
can be summarised as follows:
Additional costs of new mine US$ million
plan
Mining labour and ancillary
costs 1.9
Heavy mining equipment hire 7.9
Support equipment hire 0.6
Fuel 2.1
Blasting consumables 1.7
Other consumables 0.8
------------
15.0
As at 31 December 2014, the Company had cash resources of
approximately US$ 33 million and US$ 20 million of undrawn debt
finance facilities, having drawn down US$ 80 million of the debt
finance facilities. Net proceeds of the Subscription and Offering
will be used to finance the new mine plan with the remaining funds
coming from the Company's existing cash resources. The existing
debt finance facilities and remaining existing cash resources will
finance the completion of the construction of New Liberty and fund
general working capital.
Grade Control Drilling
Reverse-Circulation ("RC") grade control drilling has been
completed for the Year 1 mining schedule. The assay results show
excellent correlation with and confirm the original Resource model
interpretation and the revised wireframe shows slightly higher
grade and more volume in some areas of the deposit. The Year 1 pit
in the new mine plan focuses on mining the high grade intersections
in the near-surface area of Larjor and this detailed grade control
drilling will help to enhance grade management and enable better
spatial definition of the high grade zones.
Further details on the Year 1 Grade Control Programme are
available below:
http://aureus-mining.com/wp-content/uploads/2015/02/Grade-Control.pdf
Reserve Statement
The Reserve for the new mine plan is consistent with that used
in the DFS mine plan and has only been subject to scheduling
changes in the way that it is mined. All other parameters remain
unchanged.
The Reserve statement for the National Instrument 43-101 ("NI
43-101") compliant DFS for the New Liberty Gold Project was based
on the Resource statement that was announced on 1 October 2012. The
Reserve statement was compiled by AMC Consultants ("AMC") with
contributions from DRA Mineral Projects ("DRA") for metallurgical
recovery and processing costs and initial capital numbers. The
Reserve estimate was undertaken by AMC in accordance with the
requirements of NI 43-101.
The total mineral reserve estimate of 923,716 oz of gold grading
3.4 g/t is comprised of 704,600 tonnes grading 4.4 g/t (for 99,470
oz) in the proven mineral reserve category and 7,789,500 tonnes
grading 3.3 g/t (for 824,246 oz) in the probable mineral reserve
category, as detailed in the table below. The proven mineral
reserve and probable mineral reserves are contained within open
pits of depths between 180 and 220 metres below surface. The ore
body is still open at depth.
The Reserve estimate can be summarised as follows:
Mineral Reserve Classification Tonnes Gold (g/t) Contained Gold
Koz
-------------------------------- ---------- ----------- ---------------
Proven Mineral Reserve 700,000 4.4 99
-------------------------------- ---------- ----------- ---------------
Probable Mineral Reserve 7,800,000 3.3 825
-------------------------------- ---------- ----------- ---------------
Total Proven Mineral
Reserve and Probable
Mineral Reserve 8,500,000 3.4 924
-------------------------------- ---------- ----------- ---------------
Notes:
1. The Mineral Reserve was estimated by construction of a block
model within constraining wireframes and based on measured mineral
resources and indicated mineral resources
2. The Mineral Reserve is reported at a cut-off grade of 0.8 g/t
Au and ore grading between 0.8 and 1.0 g/t cut-off is stockpiled
for processing towards the end of the mine life
3. A dilution skin of 0.5 m added and a minimum mining width of 2.5 m was applied
4. The Mineral Reserves were estimated based on the updated NI 43-101 Mineral Resource
5. The cut-off grade of 0.80 g/t was used for pit optimisations
and were based on a gold price of US$ 1,300 / oz
6. A 93 % metallurgical gold recovery was used
7. Due to rounding, some columns or rows may not add up exactly to the computed totals
New Mine Plan - Accretive to All Stakeholders
The new mine plan de-risks the production phase of the Project,
particularly in the earlier part of the production period, due to
the following factors:
-- Increases expected LoM cash generation by US$ 51 million
-- Reduces expected All-In Sustaining Cash Cost(1) by 7%
-- Accelerates expected cash flow with an expected additional
28,000 ounces of gold produced in first year of production
(1) As defined by the World Gold Council
The key Project parameters comparing the existing and delayed
DFS to the new mining plan can be summarised as follows:
(Gold Price of US$ 1,300 Delayed New % Change
/oz flat) DFS DFS(7) Mine Delayed
US$ US$MM Plan DFS
MM US$MM vs New
--------------------------- ------- -------- ------- ---------
Pre-tax Project NPV(1)
from Production(5) 320 314 365 16%
--------------------------- ------- -------- ------- ---------
Post-tax Project NPV(1,2)
from Production(5) 275 285 328 15%
--------------------------- ------- -------- ------- ---------
Pre-tax Project NPV(1)
from Construction(6) 166 134 168 25%
--------------------------- ------- -------- ------- ---------
Post-tax Project NPV(1,2)
fromConstruction(6) 119 102 130 27%
--------------------------- ------- -------- ------- ---------
Free Cash(3) - Life of
Mine - 238 289 21%
--------------------------- ------- -------- ------- ---------
Cash cost
--------------------------- ------- -------- ------- ---------
Operating Cash Cost
(Average Life of Mine) 668(4) 755 692 (8%)
--------------------------- ------- -------- ------- ---------
All In Sustaining Cash
Cost
(Average Life of Mine) 852(4) 852 789 (7%)
--------------------------- ------- -------- ------- ---------
Notes:
1 NPVs calculated using a discount rate of 5%
2 DFS tax rate was 30% whereas Delayed DFS and New Mine Plan tax
rate is 25% per the amended Mineral Development Agreement
3 Net cash flow after all costs and debt servicing and
repayment. Not calculated in DFS as funding structure was not
finalised at the time of study
4 Cost of mining fleet in the DFS based on finance lease
arrangement and included in All-In Sustaining Cash Cost (as defined
by World Gold Council) and not Operating Cash Cost. Delayed DFS and
New Mine Plan based on mining fleet hire contract and included in
Operating Cash Cost
5 NPV of Project level cash flows (before debt servicing and
repayment) from the start of commercial production in July 2015
6 NPV of Project level cash flows (before debt servicing and
repayment) from the start of construction in December 2012
7 Delayed DFS Mine Plan is the original DFS mine plan adjusted
for the three month delay in processing operations caused by the
Ebola outbreak
Operational Update - New Liberty Open Pit Pre-Stripping
Initiated, First Blast Completed and Plant Build 75% Complete
Further to the commencement of pre-strip mining operations in
October 2014, mining of first ore in the Larjor pit has commenced.
Mining activities have focused on the upper levels of the Larjor
pit, where mining levels are being established within the pit
boundary. Gold bearing oxide, fresh ore and mineralised waste is
currently being stockpiled in preparation for the commencement of
processing. For these mining and pre-strip activities a Komatsu
PC1250 excavator was matched to Caterpillar 740 Articulated Dump
Trucks ("ADT"). The main fleet consisting of Komatsu 785 Dump
Trucks have arrived on site and has been commissioned on time for
taking over from the existing ADT fleet during the first quarter of
2015.
First Blast
The first two blast blocks were completed in the Larjor area of
the New Liberty Open Pit on 24 January and 28 January 2015. Each
blast block was made up of approximately 300 blast holes and each
resulted in the blasting of 25,000 tonnes of waste rock, achieving
excellent fragmentation. This fresh rock is now being used for
construction purposes, which includes the construction of a
protective flood bund around the Larjor pit area.
For further details of the first blast, please see gallery
below:
http://aureus-mining.com/gallery/construction-update-jan15
Plant Construction
Construction activities at the Project are progressing well with
the Engineering, Procurement and Construction Management ("EPCM")
contract 75% complete as of 16 January 2015. The Primary and
Secondary Crushers and Ball Mill are now fully installed and
awaiting power for directional testing.
A milestone was recently achieved when the reagent mixing area,
plants and all pipe racks were handed over to the structural steel,
mechanical, plate work and piping ("SMPP") contractor for
construction.
Other Highlights
The accommodation blocks at Camp David for visitors and junior
and senior employees have been completed and are now occupied. The
potable water plant has been commissioned and work has started on
the sewage plant. The plant administration buildings are now also
fully completed and the offices are occupied by both the EPCM
contractor and owners teams. The plant stores and workshop have
also recently been completed and are ready for occupation.
Orders for reagents have also been placed with suppliers and the
first batch of reagents is currently shipping to site in
preparation for the commencement of processing operations.
Details on the overall construction progress are included in the
following illustration:
http://aureus-mining.com/wp-content/uploads/2015/02/New-Liberty-Construction-Schedule-Project-Progress.pdf
Photographs of the construction progress at New Liberty can be
found at:
http://aureus-mining.com/gallery/construction-update-feb15
Health & Safety
One Lost Time Injury ("LTI") event was recorded during October
2014 and the total LTI free hours are now at 517,110 since this
event occurred - there have currently been 98 days worked without
an LTI event on site. This is an exemplary achievement for a
construction project of this nature and magnitude.
Presidential Commendation
The Company recently received a Presidential Commendation in
President Ellen Johnson Sirleaf's annual State of the Nation
address for its impressive work in the development of the New
Liberty Project, despite the challenges of operating throughout the
Ebola outbreak.
Commenting in her annual State of the Nation address, Her
Excellency Ellen Johnson Sirleaf, President of the Republic of
Liberia, said:
"I commend the impressive work of the gold mining
concessionaire, Aureus Mining, in Grand Cape Mount County and I
urge all of you to visit the concession site for a personal
appreciation of the beneficial results of these arrangements that
you have approved."
Further Details of the Offering
The closing of the Offering remains subject to certain
conditions including, but not limited to, the receipt of all
necessary approvals, including by the Toronto Stock Exchange
("TSX"), and Admission becoming effective. The closing of the
Offering is expected to occur on or about 17 February 2015, or such
other date as the Company and the Agents may agree. The Offering is
also conditional upon the Agency Agreement not having been
terminated.
The closing of the Offering is not, conditional on closing of
the Subscription.
The Shares have not been and will not be qualified for sale to
the public under applicable securities laws in Canada and,
accordingly, any offer and sale of the Shares in Canada will be
made on a basis which is exempt from the prospectus requirements of
such securities laws. The Shares issued to Canadian residents
pursuant to the Offering will be subject to resale restrictions
under Canadian securities laws for a period of four months plus one
day from the Closing of the Offering. Subject to applicable
securities laws, the Shares issued to residents of countries other
than Canada pursuant to the Offering may not be sold, transferred
or otherwise disposed on the TSX or, except pursuant to an
exemption from the prospectus requirements under Canadian
securities laws, to any person in Canada or otherwise into Canada
for a period of four months plus one day from the date of the
closing of the Offering.
Application has been made for the admission to trading of the
Shares on the AIM Market of the London Stock Exchange plc ("AIM")
("Admission"). It is expected that Admission will become effective
at 2.30pm on or around 17 February 2015 and that dealings in the
Shares will commence at that time.
In this announcement US$ amounts have been translated at a rate
of GBP1:US$1.52.
Contact Information
Aureus Mining Inc. Buchanan
David Reading / Paul Thomson Bobby Morse / Gordon Poole
Tel: +44(0) 20 7010 7690 Tel: +44(0) 20 7466 5000
----------------------------------- --------------------------------
Numis Securities Limited (Nominated GMP Securities Europe LLP (Joint
Adviser and Joint Broker) Broker)
John Prior / James Black / Paul Richard Greenfield / Alexandra
Gillam Carse
Tel: +44(0) 20 7260 1000 Tel: +44(0) 20 7647 2800
----------------------------------- --------------------------------
About Aureus Mining Inc
The Company's assets include the New Liberty gold deposit in
Liberia (the "New Liberty Gold Project," "New Liberty" or the
"Project"), which has an estimated proven and probable mineral
reserve of 8.5 Mt with 924,000 ounces of gold grading 3.4 g/t and
an estimated measured and indicated mineral resource of 9,796 Kt
with 1,143,000 ounces of gold grading 3.63 g/t and an estimated
inferred mineral resource of 5,730 Kt with 593,000 ounces of gold
grading 3.2 g/t. A Definitive Feasibility Study ("DFS") has been
completed on the Project and construction is well progressed. The
Project is expected to have an 8 year mine life and annual
production of 119,000 ounces for the first 6 years of production.
The Company has financed the Project's equity and debt funding
requirement. The foregoing mineral reserve and mineral resource
estimates and additional information in connection therewith are
set out in the Company's technical report dated 3 July, 2013 and
entitled "New Liberty Gold Project, Liberia, West Africa, Updated
Technical Report."
The New Liberty Gold Project is located within the Southern
Block of the 100% owned Bea Mountain mining licence. This licence
covers 457 km(2) and has a 25 year, renewable, mineral development
agreement. The Northern Block of the Bea Mountain mining license
also hosts additional gold projects of Ndablama, Gondoja and Weaju,
which are the focus of exploration programs during 2015. Ndablama
has an indicated mineral resource of 386,000 ounces of gold grading
1.6 g/t and inferred mineral resource of 515,000ounces of gold
grading 1.7g/t and Weaju has an inferred mineral resource of
178,000 ounces of gold grading 2.1 g/t. The Archaen Gold
exploration licence, which covers 89 km(2), is also a focus of
exploration for 2015, with Leopard Rock being the main target. The
Yambesei (759 km(2) ), Archaen West (112.6 km(2) ), Mabong (36.6
km(2) ) and Mafa West (15.6 km(2) ) licences will also be subject
to preliminary reconnaissance geological work. The foregoing
mineral resource estimates and additional information in connection
therewith are set out in the Company's technical report dated
December 1, 2014 and entitled "Ndablama and Weaju Gold Projects,
Bea Mountain Mining Licence, Northern Block, Technical Report on
Mineral Resources" ("Ndablama and Weaju Technical Report
2014").
The Company also has a gold exploration permit in Cameroon.
Qualified Persons
The Company's Qualified Person is David Reading, who holds a MSc
in Economic Geology from University of Waterloo, Canada and is a
Fellow of the Institute of Materials, Minerals and Mining. David
Reading is the President and CEO of Aureus Mining Inc. and has
reviewed and approves this press release and the documents
contained in the hyperlinks herein.
Forward Looking Statements
Certain information contained in this news release and in the
documents hyperlinked herein relating to Aureus is forward looking
information. This information may relate to future events or the
Company's future performance. All information other than
information of historical fact is forward looking information. The
use of any of the words "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "project", "should",
"believe", "predict" and "potential" and similar expressions are
intended to identify forward looking information. This information
involves known and unknown risks, uncertainties and other factors
that may cause actual results or events to differ materially from
those anticipated in such forward looking information. No assurance
can be given that this information will prove to be correct and
such forward looking information included in this news release and
the documents hyperlinked herein should not be unduly relied upon.
This information speaks only as of the date of this news release.
Such forward looking statements include, among other things,
statements or information relating to: the New Liberty Gold Project
(including the quantity and quality of mineral resource and mineral
reserve estimates), the potential to upgrade inferred mineral
resources, opportunities to optimize the New Liberty Gold Project,
the ability of the Company to develop the New Liberty Gold Project
into a mine and the proposed new plans relating thereto regarding
operations and mine design, estimates relating to tonnage, grades,
waste ratios, recovery rates, future gold production, future cash
flows, life-of-mine estimates, assay results, gravity concentration
test results, expectations regarding throughput gold production,
mill treatment and plant feed, estimates of capital and operating
costs and start-up costs, anticipated sources of funding,
expectations regarding staffing requirements and the engagement of
external contractors, estimates of revenues and pay-back periods,
estimates of net present values and internal rates of return,
expectations regarding operating parameters, plans regarding
optimization work (including the timing thereof), construction
activities, power supply and infrastructure development, plans
regarding community development and water management,
transportation methods, the proposed budget for the work program at
the New Liberty Gold Project, asset retirement obligations and
decommissioning requirements, plans for further exploration work,
including drilling and metallurgical test work, expectations
regarding the potential direct and indirect environmental and
socio-economic impacts of the New Liberty Project, as well as the
other forecasts, estimates and expectations relating to the New
Liberty Gold Project included in this news release and the
documents hyperlinked herein, the future market price of
commodities, strategic plans, production targets, timetables, the
continued listing of the common shares of the Company on the TSX
and the AIM, financing plans and alternatives, the completion of
the Offering and the Subscription, Aureus' intended use of proceeds
from the Offering and the Subscription, progress in the fight
against Ebola, proposed plans and exploration activities on the
Company's other target areas (including the proximal targets of
Weaju, Ndablama, Leopard Rock, Gondoja, Yambesei, Archean West,
Mabong and Mafa West) and the timing related thereto, and targets,
goals, objectives and plans associated therewith, the Company's
expectation that all licences/permits will be able to be obtained,
when required and the Company's intentions regarding employee
training.
With respect to forward looking information contained in this
news release and the documents hyperlinked herein, assumptions have
been made regarding, among other things: general business, economic
and mining industry conditions; interest rates and foreign exchange
rates; mineral resource and mineral reserve estimates; geological
and metallurgical assumptions (including with respect to the size,
grade and recoverability of mineral resources and mineral reserves)
and cost estimates on which the mineral resource and mineral
reserve estimates are based; the parameters and assumptions
employed in the New Liberty Technical Report, (including but not
limited to, those relating to construction, future mining and
operating costs, processing and recovery rates, net present values
and internal rates of return, timing for the commencement of
production, tax and royalty rates, future gold prices,
metallurgical rates, pit design, operations and management, grades,
the base case analysis and the proposed budget for further
exploration plans and objectives); the supply and demand for
commodities and precious and base metals and the level and
volatility of the prices of gold; market competition; the ability
of the Company to raise sufficient funds from capital markets
and/or debt to meet its future obligations and planned activities;
the business of the Company including the continued exploration of
its properties; the political environments and legal and regulatory
frameworks in Liberia and Cameroon with respect to, among other
things, the ability of the Company to obtain, maintain, renew
and/or extend required permits, licences, authorizations and/or
approvals from the appropriate regulatory authorities and the
ability of the Company to continue to obtain qualified staff and
equipment in a timely and cost-efficient manner to meet its demand.
Assumptions used in the preparation of such information, although
considered reasonable by Aureus at the time of preparation, may
prove to be incorrect.
Actual results could differ materially from those anticipated in
the forward looking information contained in this news release and
the documents hyperlinked herein as a result of the risk factors,
including: risks normally incidental to exploration and development
of mineral properties; the inability of the Company to obtain
required financing when needed and/or on acceptable terms or at
all; risks that the cost of implementing the New Mine Plan and the
operating cash costs of the New Liberty Gold Project exceed those
estimated in the New Mine Plan; risks related to operating in West
Africa; health risks associated with the mining workforce in West
Africa; risks related to the Company's title to its mineral
properties; adverse changes in commodity prices; risks related to
current global financial conditions; risks that the Company's
exploration for and development of mineral deposits may not be
successful; risks normally incidental to exploration and
development of mineral properties; the inability of the Company to
obtain, maintain, renew and/or extend required licences, permits,
authorizations and/or approvals from the appropriate regulatory
authorities and other risks relating to the legal and regulatory
framework in Liberia, including adverse changes in applicable laws;
competitive conditions in the mineral exploration and mining
industry; risks related to obtaining insurance or adequate levels
of insurance for the Company's operations; uncertainty of mineral
resource and reserve estimates; the inability of the Company to
delineate additional mineral resources; risks related to
environmental regulations; uncertainties in the interpretation
of
results from drilling; uncertainties in the estimates and
assumptions used, and risks in the methodologies employed, in the
New Liberty Technical Report and that the completion of additional
work at the New Liberty Gold Project could result in changes to the
forecasts, estimates and expectations contained in the New Liberty
Technical Report; risks related to the legal systems in Liberia;
risks related to the tax residency of the Company; the possibility
that future exploration, development or mining results will not be
consistent with expectations; delays in construction; inflation;
changes in exchange and interest rates; risks related to the
activities of artisanal miners; actions of third parties that the
Company is reliant upon; lack of availability at a reasonable cost
or at all, of plants, equipment or labour; the inability to attract
and retain key management and personnel; political risks; the
inability to enforce judgments against the Company's directors and
officers; the inability of Aureus to obtain TSX approval of the
Offering and Subscription; the inability of Aureus to complete the
Offering and the Subscription; risks related to the Ebola crisis;
and future unforeseen liabilities and other factors.
Disclosure herein of exploration information and of mineral
resources and mineral reserves is derived from the New Liberty
Technical Report. Information relating to "mineral resources" and
"mineral reserves" is deemed to be forward looking information as
it involves the implied assessment based on certain estimates and
assumptions that the mineral resource and mineral reserves can be
profitable in the future. Such estimates are expressions of
judgment based on knowledge, mining experience, analysis of
drilling results and industry practices. Valid estimates made at a
given time may significantly change when new information becomes
available. By their nature, mineral resource and reserve estimates
are imprecise and depend, to a certain extent, upon statistical
inferences which may ultimately prove unreliable. If such mineral
resource estimates are inaccurate or are reduced in the future,
this could have a material adverse impact on the Company.
Accordingly, readers should not place undue reliance on forward
looking information. Mineral resources that are not mineral
reserves do not have demonstrated economic viability. Due to the
uncertainty that may be attached to inferred mineral resources, it
cannot be assumed that all or any part of an inferred mineral
resource will be upgraded to an indicated or measured mineral
resource as a result of continued exploration.
The forward looking information included in this news release
and the documents hyperlinked herein is expressly qualified by this
cautionary statement and is made as of the date of this news
release. The Company does not undertake any obligation to publicly
update or revise any forward looking information except as required
by applicable securities laws.
Notes:
This Announcement is for information purposes only and shall not
constitute an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
GMP Securities Europe LLP, which is a member company of GMP
Securities L.P, is authorised and regulated in the United Kingdom
by the Financial Conduct authority and acting as joint broker to
Aureus Mining Inc. in respect of the Offering.
Numis Securities Limited is authorised and regulated in the
United Kingdom by the Financial Conduct Authority and acting as
Nominated Adviser and joint broker to Aureus Mining Inc. in respect
of the Offering.
Each of the Agents is acting for Aureus Mining Inc. and for
no-one else in connection with the Offering, and will not be
responsible to anyone other than Aureus Mining Inc. for providing
the protections afforded to customers of the respective Agent nor
for providing advice in connection with the Offering or any other
matters referred to herein.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by any of the Agents or by any of their
respective affiliates or agents or brokers as to or in relation to,
the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
The distribution of this Announcement and the Offering in
certain jurisdictions may be restricted by law. No action has been
taken by Aureus Mining Inc. or the Agents that would permit the
Offering or possession or distribution of this Announcement or any
other offering or publicity material relating to the Offering in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement becomes available are
required by Aureus Mining Inc. and the Agents to inform themselves
about, and to observe, such restrictions.
The price of the Shares and the income from them may go down as
well as up and investors may not get back the full amount invested
on disposal of the Shares.
The Offering is only being made, and may only be, made to and is
directed at (1) with respect to the United Kingdom, persons in the
United Kingdom who are either (1) both (a) a "Qualified Investor"
within the meaning of Section 86(7) of the Financial Services and
Markets Act 2000 ("FSMA") and (b) within the categories of persons
referred to in Article 19(5) (Investment professionals) or Article
49(2)(a) to (d) (High net worth companies, unincorporated
associations, etc.) of the Financial Services and Markets Act 2000
(Financial Promotions) Order 2005, or persons in the United Kingdom
to whom the Offering may otherwise be made or to whom the Offering
may otherwise be directed in the United Kingdom without an approved
prospectus having been made available to the public in the United
Kingdom before the Offering is made, and without making an unlawful
financial promotion; and (2) with respect to the United States,
persons inside the United States who are "qualified institutional
buyers" ("QIBs", as defined in Rule 144A under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act")), all such
persons in (1) and (2) above together being referred to as
"Relevant Persons". The securities being offered are only available
to, and any invitation, offering or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in
only with, persons in the United Kingdom or the United States who
are Relevant Persons. Any person who is in the United Kingdom or
the United States but who is not a Relevant Person should not act
or rely on this Announcement or any of its contents. This
Announcement does not contain an offer or constitute any part of an
offer to the public within the meaning of Sections 85 and 102B of
FSMA or otherwise. This Announcement is not an "approved
prospectus" within the meaning of Section 85(7) of FSMA and a copy
of it has not been, and will not be, delivered to the FCA in
accordance with the Prospectus Rules or delivered to any other
authority which could be a competent authority for the purpose of
the Prospectus Directive. Its contents have not been examined or
approved by the London Stock Exchange plc, nor has it been approved
by an "authorised person" for the purposes of Section 21 of
FSMA.
The Shares have not been and will not be registered under the
United States Securities Act, or any state securities laws, and may
not be offered, sold or delivered within the United States except
in transactions exempt from the registration requirements of the
U.S. Securities Act and applicable state securities laws. The
Agents have agreed that, except as permitted by the Agency
Agreement and as expressly permitted by applicable laws of the
United States, they will not offer or sell the Shares within the
United States. The Agency Agreement permits the Agents, through
certain of their U.S. broker-dealer affiliates, to (i) offer and
sell the Shares in the United States to QIBs pursuant to an
exemption from registration under the U.S. Securities Act in a
transaction not involving any public offering, and otherwise in
accordance with any applicable state securities laws. This
Announcement does not constitute an offering to sell, or a
solicitation of an offering to buy, any Shares in the United States
and there will be no public offering of Shares in the United
States. Moreover, the Agency Agreement provides that the Agents
will offer and sell the Shares outside the United States only in
accordance with Regulation S under the U.S. Securities Act. Until
40 days after the commencement of the Offering, an offer or sale of
the Shares within the United States by a dealer (whether or not
participating in the Offering) may violate the registration
requirements of the U.S. Securities Act unless such offering or
sale is made pursuant to an exemption from registration under the
U.S. Securities Act.
Persons not subject to the laws of Canada (including
individuals, funds or otherwise) by whom or on whose behalf a
commitment to acquire Shares under the Offering has been given will
be deemed to have read and understood this Announcement, including
the Appendix, in its entirety and to be participating in such
offering on the terms and conditions, and to be providing the
representations, warranties, acknowledgements, and undertakings
contained in the Appendix.
This Announcement, including the Appendix, is not for
distribution directly or indirectly in or into the United States
(including its territories and possessions, any State of the United
States and the District of Columbia) or any jurisdiction into which
the same would be unlawful. No public offering of securities of
Aureus Mining Inc. will be made in connection with the Offering in
the United Kingdom, the United States or elsewhere.
The Shares issued pursuant to the Offering may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into the United States, Australia, Hong Kong or Singapore or any
other jurisdiction.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of the Appendix or this Announcement should seek appropriate advice
before taking any action.
The Shares to be issued pursuant to the Offering will not be
admitted to trading on any stock exchange other than the London
Stock Exchange and the Toronto Stock Exchange. Neither the content
of the Company's website nor any website accessible by hyperlinks
on the Company's website is incorporated in, or forms part of, this
Announcement.
APPENDIX
IMPORTANT INFORMATION FOR PURCHASERS
TERMS AND CONDITIONS OF THE OFFERING
Details of the Offering
GMP Securities L.P ("GMP"), Numis Securities Ltd. ("Numis", and
together with GMP, the "Bookrunners"), together with Edgecrest
Capital Corporation ("Edgecrest") (collectively, the "Agents") have
today entered into an agreement with the Company (the "Agency
Agreement") pursuant to which, subject to the conditions referred
to therein, the Agents have agreed, on a reasonable endeavours
basis to procure purchasers ("Placees") for 26,760,234 new common
shares in the Company ("Shares") at a price of 18p per Share (the
"Issue Price") to raise approximately GBP4,816,842 (the
"Offering"). The Offering is not being underwritten by the
Agents.
The Offering is conditional upon the Agency Agreement not having
been terminated and receipt of all necessary approvals, including
conditional listing approval by the Toronto Stock Exchange
("TSX").
The Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing common shares of
the Company including the right to receive all dividends and other
distributions declared, made or paid in respect of such common
shares after the date of issue of the Shares pursuant to the
Offering.
The Shares allocated to Placees in the Offering will be allotted
and issued in accordance with the procedures set out under
'Registration and Settlement' herein. References in this Appendix
and these Terms and Conditions to Shares and their subscription by
Placees and allotment and issue by the Company shall be interpreted
accordingly.
Subject to certain exemptions, including to permit the
Subscription as part of the Offering, the Company has agreed that
it will not offer, issue or sell any common shares for a period of
90 days after completion of the Offering, without the prior consent
of the Bookrunners. Such agreement is subject to certain customary
exceptions and will not prevent the Company from granting or
exercising options pursuant to the terms of the existing employee
share schemes of the Company or other share options or warrants to
subscribe for common shares issued by the Company, provided such
other options or warrants have been disclosed in publicly available
information prior to the date of the Agency Agreement.
Application for AIM Admission and TSX Listing
Application will be made to London Stock Exchange plc. for
admission to trading of the Shares (as represented by Depositary
Interests, as defined below) on AIM ("Admission"). It is expected
that Admission will become effective on or around 17 February 2015
and that dealings in the Shares (as represented by Depositary
Interests) will commence on AIM at that time.
The Company has applied for conditional approval of the Toronto
Stock Exchange ("TSX") with respect to the listing of the Shares,
subject only to the satisfaction by the Company of customary
post-closing conditions imposed by the TSX in similar
circumstances.
Participation in, and principal terms of, the Offering
GMP and Numis are acting as joint bookrunners to the Offering
and, together with Edgecrest, as agents in respect of the
Offering.
Participation in the Offering will only be available to persons
who may lawfully be, and are, invited to participate by the
Bookrunners. The Bookrunners and their affiliates are entitled to
participate in the Offering as principal.
Each prospective Placee's allocation (in each case the "Offering
Participation") will be determined by the Bookrunners in their sole
discretion and will be confirmed by the Bookrunners as agents of
the Company, to the Placee, either in writing or orally. That
confirmation will constitute an irrevocable legally binding
commitment upon that person (who will at that point become a
Placee) to subscribe for the number of Shares allocated to it at
the Placing Price on the terms and conditions set out in this
Appendix (a copy of the terms and conditions having been provided
to the Placee prior to or at the same time as such confirmation)
and in accordance with the Company's articles of incorporation. For
the avoidance of doubt, acceptance of an Offering Participation
constitutes a Placee's irrevocable legally binding agreement,
subject to the Agency Agreement not having been terminated, to pay
the aggregate settlement amount of the Shares regardless of the
total number of Shares (if any) subscribed for by any other
investor(s). Placees in certain jurisdictions, including but not
limited to Canada and the United States, will also be required to
execute subscription agreements or other confirmations required by
the Agents ("Subscription Confirmations") in the form provided to
them by the Bookrunners and to return those executed Subscription
Confirmations to the Bookrunners by no later than 16 February 2015
failing which their Offering Participation may be cancelled.
The Bookrunners reserve the right to scale back the number of
Shares to be subscribed by any Placee in the event of an
oversubscription under the Offering. The Bookrunners also reserve
the right not to accept offers for Shares or to accept such offers
in part rather than in whole.
Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to the Bookrunners as agents of the
Company, to pay in cleared funds immediately following completion
of the Offering in accordance with the Registration and Settlement
requirements set out below, an amount equal to the product of the
Placing Price and the number of Shares such Placee has agreed to
subscribe for and in respect of which the Company has agreed to
allot and issue Shares in accordance with the procedures set out
under 'Registration and Settlement' herein.
Except as required by law or regulation, no press release or
other announcement will be made by the Bookrunners or the Company
using the name of any Placee (or its agent), in its capacity as
Placee (or agent), other than with such Placee's prior written
consent.
Irrespective of the time at which a Placee's Offering
Participation is confirmed, settlement for all Shares to be
acquired pursuant to the Offering will be required to be made at
the same time, on the basis explained below under 'Registration and
Settlement'.
Completion of the Offering will be subject to the fulfilment of
the conditions referred to below under 'Conditions of the Offering'
and to the Offering not being terminated on the basis referred to
below under 'Termination of the Agency Agreement'. In the event
that the Agency Agreement does not become unconditional in any
respect or is terminated, the Offering will not proceed and all
funds delivered by the Placee to a Bookrunner in respect of the
Placee's Offering Participation will be returned to the Placee at
the Placee's risk without interest.
By participating in the Offering, each Placee agrees that its
rights and obligations in respect of the Offering will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
By participating in the Offering, each Placee is deemed to have
read and understood this Appendix, and, in the case of Placees not
subject to the laws of Canada , the announcement issued by the
Company in relation to the Offering, a final draft of which has
been provided to them prior to its publication (the
"Announcement"), in its entirety and to have made such offer on the
terms and conditions, and to be providing the representations,
warranties, acknowledgements, and undertakings contained in this
Appendix. In particular, each such Placee represents, warrants,
acknowledges and undertakes that it will acquire, hold, manage or
dispose of any Shares, including, for the avoidance of doubt the
Shares issued, that are allocated to it for the purposes of its
business; and that it (and any such account for which it is acting
is) is (a) outside the United States and is subscribing for the
Shares in an "offshore transaction" (within the meaning of
Regulation S under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act")) or (b) has subscribed for the Shares
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act.
By participating in the Offering, each Placee acknowledges that
the Company may be or may become a "passive foreign investment
company" or "PFIC" within the meaning of section 1297 of the
Internal Revenue Code of 1986, as amended, for United States
federal income tax purposes and represent and warrant that it will
consult with its own independent tax adviser as to the United
States federal, state and local tax consequences of any investment
in the Company as applicable.
To the fullest extent permissible by law, neither the
Bookrunners nor any of their affiliates shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither the Bookrunners nor
any of their affiliates shall have any liability (including to the
extent permissible by law, any fiduciary duties) in respect of the
Bookrunners' conduct of the Bookbuild or of such alternative method
of effecting the Offering as the Bookrunners and the Company may
agree.
Conditions of the Offering
Completion of the Offering and the Agency Agreement is
conditional on, inter alia:
(a) the warranties and representations contained in the Agency
Agreement being true and accurate and not misleading at all times
before and at completion of the Offering and in the event that the
Subscription shall not have already occurred, that the subscription
agreement with IFC for the Subscription remains valid and
enforceable and has not been amended or waived and at completion of
the Offering is unconditional in all respects save as to completion
of the Offering;
(b) the Company complying in all material respects with its
obligations under the Agency Agreement to the extent the same are
to be performed or satisfied prior to completion of the
Offering;
(c) the Company allotting, subject only to completion of the
Offering, the Shares in accordance with the Agency Agreement;
and
(d) completion of the Offering taking place not later than 14:30
(London time) on 17 February 2015 or such later date as the Company
and the Bookrunners may otherwise agree (not being later than 14:30
(London time) on 27 February 2015).
If (i) any of the conditions contained in the Agency Agreement
in relation to the Shares are not fulfilled or waived by the
Bookrunners, by the respective time or date where specified (or
such later time or date as the Company and the Bookrunners may
agree), (ii) any of such conditions becomes incapable of being
fulfilled or (iii) the Agency Agreement is terminated in the
circumstances specified below, the Offering in relation to the
Shares will lapse and the Placee's rights and obligations hereunder
in relation to the Shares shall cease and terminate at such time
and each Placee agrees that no claim can be made by the Placee in
respect thereof.
The Bookrunners may, at their discretion and upon such terms as
they think fit, waive compliance by the Company with the whole or
any part of any of the Company's obligations in relation to the
conditions in the Agency Agreement or extend the time provided for
fulfilment of any such conditions. Any such extension or waiver
will not affect Placees' commitments as set out in this
Appendix.
Neither the Bookrunners nor the Company nor any other person
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision they may make as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any
condition to the Offering nor for any decision they may make as to
the satisfaction of any condition or in respect of the Offering
generally and by participating in the Offering each Placee agrees
that any such decision is within the absolute discretion of the
Bookrunners.
Termination of the Offering
The Bookrunners will be entitled, at any time before completion
of the Offering, to terminate the Agency Agreement by giving notice
to the Company if, inter alia:
(a) any of the conditions specified in the Agency Agreement have
not been satisfied or waived by the Bookrunners by the time and/or
date specified therein (or such later date as the Bookrunner may
agree); or
(b) any order to cease or suspend trading in any securities of
the Company or prohibiting or restricting the distribution of any
of the Shares is made, or proceedings are announced, commenced or
threatened for the making of any such order, by any Securities
Commission or similar Regulatory Authority, any stock exchange or
any other competent authority, and has not been rescinded, revoked
or withdrawn;
(c) there has been any material breach by the Company of, or any
event rendering untrue or incorrect in any respect, any of the
warranties or representations or of any other provision of the
Agency Agreement to an extent which, in the sole opinion of the
Bookrunners, would be material in the context of the Offering;
or
(d) any inquiry, action, suit, investigation or other proceeding
(whether formal or informal) in relation to the Company or its
material subsidiaries is instituted or threatened or announced or
any order is made by any governmental body having jurisdiction over
the Company or its material subsidiaries (other than an inquiry,
action, suit, investigation or proceeding or order based solely
upon the activities or alleged activities of the Bookrunner), which
has not been rescinded, revoked or withdrawn and which, in the
opinion of the Bookrunner, acting reasonably, operates to prevent
or materially restrict the distribution of the Shares into any
jurisdiction to which the law been lawfully offered or would
prevent or materially restrict the distribution of the Shares under
the Agency Agreement or would prevent or materially restrict
trading in the Shares or would reasonably be expected to materially
adversely affect the market price or value of the Shares; or
(e) in the opinion of the Bookrunners (acting in good faith),
there has been (i) a change in national or international financial,
political, economic or stock market conditions, (ii) an incident of
terrorism, outbreak or escalation of hostilities, war, declaration
of martial law or any other calamity or crisis, (iii) suspension or
material limitation in trading of securities, or (iv) any change in
currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption or general moratorium
in commercial banking, in each case as would, in the sole opinion
of the Bookrunners (acting in good faith) be likely to prejudice
the value or marketability of the Shares or the success of the
Offering.
Upon such termination, the parties to the Agency Agreement will
be released and discharged (except for any liability arising before
or in relation to such termination) from their respective
obligations under or pursuant to the Agency Agreement subject to
certain exceptions.
By participating in the Offering, Placees agree that the
exercise by the Bookrunners of any right of termination or by the
Bookrunners of any other discretion under the Agency Agreement will
be within the absolute discretion of the Bookrunners, and that the
Bookrunners need not make any reference to Placees and that the
Bookrunners shall have no liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.
No Prospectus
No offering document or prospectus has been or will be submitted
to be approved by the UK Financial Conduct Authority ("FCA") in
relation to the Offering and Placees' commitments will be made
solely on the basis of the information contained in documents filed
by the Company in Canada with the System for Electronic Document
Analysis and Retrieval. Each Placee, by accepting a participation
in the Offering, agrees that it has not relied on any other
information, representation, warranty, or statement made by or on
behalf of the Company or the Bookrunners or any other person and
none of the Company or the Bookrunners nor any other person will be
liable for any Placee's decision to participate in the Offering
based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Offering. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and Settlement
Each Placee allocated Shares in the Offering will be sent a
contract note stating the number of Shares to be allocated to it.
Each Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with CREST or
other settlement instructions provided to them by the
Bookrunners.
CREST settlement
Save as mentioned below, settlement of transactions in the
Shares following completion of the Offering and payment of the
purchase price payable for a Placee's Offering Participation (the
"Purchase Price") will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") on a delivery versus
payment basis with Shares allocated to Placees being allotted and
issued to Computershare Investor Services PLC (the "Depositary")
and the Company procuring that dematerialised depositary interests
("Depositary Interests") representing those Shares are so
delivered.
Settlement of transactions in the Shares in CREST will take
place by the crediting of Depositary Interests to a CREST account
operated by a Bookrunner as agent for the Company in respect of
Placees procured by the Bookrunner and the Bookrunner will enter
its delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Depositary Interests to that Placee
against payment of the Purchase Price.
Trade date: 9 February 2015
=============================== =================================
Settlement date: 17 February 2015
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ISIN code for the Shares: CA0515471070
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Deadline for input instructions 3pm (UK time) on 16 February 2015
into CREST:
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It is expected that settlement will be on 17 February 2015 in
accordance with the instructions given to the Bookrunners.
Settlement in CREST will be through GMP against CREST ID 116 or
through Numis against CREST ID 600.
Canadian Settlement
Shares purchased pursuant to the Offering by a Placee in Canada
will be delivered and deposited into such account with CDS Clearing
and Depositary Services Inc. ("CDS") as may be specified in the
delivery instructions in that Placee's Subscription Confirmation
subject to receipt of the Purchase Price for those Shares.
The Company reserves the right to require settlement for and
delivery of the Shares (or a portion thereof) to Placees in
certificated form if in the Bookrunners' reasonable opinion
delivery or settlement is not possible or practicable within the
CREST or CDS, as applicable, or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above LIBOR as
determined by the Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Shares
allocated to that Placee on such Placee's behalf and retain from
the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Shares
on such Placee's behalf.
If Shares are to be delivered to a custodian or settlement
agent, Placees should ensure that the trade confirmation is copied
and delivered immediately to the relevant person within that
organisation. Insofar as Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or stamp duty
reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Offering.
Representations and Warranties
By participating in the Offering each Placee (and any person
acting on such Placee's behalf):
1. Represents and warrants that it has read this Appendix and,
in the case of Placees not subject to the laws of Canada, the
Announcement;
2. Confirms that the exercise by any of the Agents of any right
of termination or any right of waiver exercisable by any of the
Agents contained in the Agency Agreement, without limitation, the
right to terminate the Agency Agreement, is within the absolute
discretion of the Agents and no Agent will have any liability to
any Placee whatsoever in connection with any decision to exercise
or not exercise any such rights;
3. Acknowledges that if (i) any of the conditions in the Agency
Agreement are not satisfied (or, where relevant, waived), or (ii)
the Agency Agreement is terminated or (iii) the Agency Agreement
does not otherwise become unconditional in all respects, the
Offering will lapse and its rights and obligations hereunder shall
cease and determine at such time and no claim shall be made by any
Placee in respect thereof;
4. Acknowledges that no offering document or prospectus has
been, or will be, prepared in connection with the placing of the
Shares and represents and warrants that it has not received a
prospectus or other offering document in connection therewith;
5. Acknowledges that the Company's common shares are (and
application has or will be made for the Shares to be) admitted to
trading on AIM and listed on the TSX, and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of AIM and the TSX and that
it is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or
comparable information concerning any other AIM traded company,
without undue difficulty;
6. Acknowledges that none of the Agents nor the Company nor any
of their affiliates nor any person acting on behalf of any of them
has provided, and will not provide it, with any material regarding
the Shares or the Company or any other person other than, in the
case of Placees not subject to the laws of Canada, the
Announcement; nor has it requested the Agents or the Company nor
any of their affiliates or any person acting on behalf of any of
them to provide it with any such information;
7. Acknowledges that (i) it is not and, if different, the
beneficial owner of the Shares is not at the time the Shares are
acquired will not be a resident of Australia, Canada (unless it has
completed a Subscription Confirmation) or Japan, and (ii) that the
Shares have not been and will not be registered under the
securities legislation of the United States, Australia, Canada or
Japan and, subject to certain exceptions, may not be offered, sold,
taken up, renounced or delivered or transferred, directly or
indirectly, in or into those jurisdictions;
8. Acknowledges that the Shares issued to residents of countries
other than Canada pursuant to the Offering may not be sold,
transferred or otherwise disposed on the TSX or, except pursuant to
an exemption from prospectus requirements under Canadian securities
laws, to any person in Canada, on the TSX or otherwise into Canada
for a period of four months plus one day from the date of
completion of the Offering;
9. Acknowledges that the content of the Announcement is
exclusively the responsibility of the Company and that the Agents
nor any person acting on their behalf has or shall have any
liability for any information, representation or statement
contained in the Announcement or any information previously
published by or on behalf of the Company and will not be liable for
any Placee's decision to participate in the Offering based on any
information, representation or statement contained in the
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to
subscribe for the Shares is contained in information previously
published by the Company and, in the case of Placees not subject to
the laws of Canada, the Announcement, such information being all
that it deems necessary to make an investment decision in respect
of the Shares and that it has neither received nor relied on any
other information given or representations, warranties or
statements made by the Agents or the Company and neither the Agents
nor the Company will be liable for any Placee's decision to accept
an invitation to participate in the Offering based on any other
information, representation, warranty or statement. Each Placee
further acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in deciding to participate in the Offering;
10. Represents and warrants that neither it, nor the person
specified by it for registration as a holder of Shares is, or is
acting as nominee or agent for, and that the Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance
services);
11. Represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2003 and the Money Laundering Regulations 2007 (the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations. If within a reasonable time after a request for
verification of identity the Agents have not received such
satisfactory evidence, the Agents may, in their absolute
discretion, terminate the Placee's Offering Participation in which
event all funds (if any) delivered by the Placee to the Agents
pursuant to the Offering will be returned without interest to the
account of the drawee bank or CREST account from which they were
originally debited;
12. If a financial intermediary, as that term is used in Article
3(2) of the Directive of the European Parliament and of the Council
of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading (No
2003/71/EC) (as amended) (the "Prospectus Directive") (including
any relevant implementing measure in any member state), represents
and warrants that the Shares purchased by it in the Offering will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the European Economic Area which has
implemented the Prospectus Directive other than to qualified
investors, or in circumstances in which the prior consent of the
Agents has been given to the proposed offer or resale;
13. Represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Shares to persons in the United Kingdom,
except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the UK Financial Services and Markets Act 2000
("FSMA");
14. Represents and warrants that it has not offered or sold and
will not offer or sell any Shares to persons in the European
Economic Area prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive (including any relevant implementing
measure in any member state);
15. Represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
16. Represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Shares in, from or otherwise
involving, the United Kingdom;
17. Represents and warrants that, if it is in the European
Economic Area, it is a 'qualified investor' within the meaning of
Article 2(1)(e) of the Prospectus Directive (including any relevant
implementing measure in any member state);
18. Represents and warrants that, if it is in the United
Kingdom, it is a person falling within Article 19(5) and/or Article
49(2)(a) to (d) of the Financial Services Markets Act 2000
(Financial Promotion) Order 2005 or is a person to whom the
Announcement may otherwise lawfully be communicated;
19. Represents and warrants that, if it is in Canada, it is an
"accredited investor" as defined in National Instrument 45-106 -
Prospectus and Registration Exemptions and that it has not received
the Announcement.
20. Represents and warrants that, if it is in Australia, it is a
person falling within the exemptions in section 708 of the
Corporations Act 2001.
21. Represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and purchase the Shares under
the laws of all relevant jurisdictions which would apply to it, and
that it and any person acting on its behalf is in compliance with
applicable laws in the jurisdiction of its residence, the residence
of the Company, or otherwise;
22. Acknowledges that the Shares (including the Shares as
represented by Depositary Interests) have not been and will not be
registered under the U.S. Securities Act of and further
acknowledges that the Shares are being offered and sold only (i)
outside the United States pursuant to Regulation S under the U.S.
Securities Act in an "offshore transaction" (as such term is
defined in Regulation S under U.S. the Securities Act) or (ii) in
the United States only to limited number of "qualified
institutional buyers" ("QIBs", as defined in Rule 144A under the
U.S. Securities Act), pursuant to an exemption from registration
under the Securities Act in a transaction not involving any public
offering;
23. Represents and warrants that it is (and any such account for
which it is acting is) either (i) a QIB that has been provided with
and has executed and returned (or shall be deemed to have executed
and returned) to the Banks (or their affiliates) a US investor
letter setting certain representations, warranties and agreements
in relation to the Placing, in the United States; or (ii) outside
the United States and is acquiring the Shares in an "offshore
transaction", as defined in and in accordance with, Regulation
S;
24. Undertakes that it (and any person acting on its behalf)
will make or procure payment for the Shares allocated to it in
accordance with this Appendix on the due time and date set out
herein, failing which the relevant Shares may be placed with other
subscribers or sold as the Agents may in their discretion determine
and without liability to such Placee;
25. Acknowledges that its allocation (if any) of Shares will
represent a maximum number of Shares which it will be entitled, and
required, to subscribe for, and that the Company may call upon it
to subscribe for a lower number of Shares (if any), but in no event
in aggregate more than the aforementioned maximum;
26. Acknowledges that neither the Agents, nor any of their
respective affiliates, nor any person acting on their behalf, are
making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Offering and that participation in the Offering is on the
basis that it is not and will not be a client of the Agents and
that the Agents have no duties or responsibilities to it for
providing the protections afforded to their respective clients or
customers or for providing advice in relation to the Offering nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Agency Agreement nor for the exercise
or performance of any of their respective rights and obligations
thereunder including any rights to waive or vary any conditions or
exercise any termination right;
27. Undertakes that the person whom it specifies for
registration as holder of the Shares will be (i) itself or (ii) its
nominee, as the case may be. Neither the Agents nor the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement.
In the event settlement is through CREST, each Placee and any
person acting on behalf of such Placee agrees to participate in the
Offering and it agrees to indemnify the Company and the Agents in
respect of the same on the basis that the Shares will be allotted
to the CREST stock account of the Bookrunner who will hold them as
nominee on behalf of such Placee until settlement in accordance
with its standing settlement instructions;
28. Acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Shares (together with any
interest chargeable thereon) may be taken by the Company or the
Agents in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange;
29. Acknowledges that the terms set out in this Appendix and the
allocation of Shares (including the Purchase Price payable) as
confirmed to a Placee, and any applicable Subscription
Confirmation, constitute the entire agreement to the terms of the
Offering and a Placee's participation in the Offering to the
exclusion of prior representations, understandings and agreements
between them. Any variation of such terms must be in writing;
30. Agrees that the Company and the Agents and their respective
affiliates and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
undertakings which are given to the Agents on their own behalf and
on behalf of the Company and are irrevocable;
31. Agrees to indemnify and hold the Company and the Agents and
their respective affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the
provisions of this Appendix shall survive after completion of the
Offering;
32. Acknowledges that its commitment to purchase Shares will be
on the terms set out herein and will continue notwithstanding any
amendment that may in future be made to the terms of the Offering
and that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of
the Offering. The foregoing representations, warranties and
confirmations are given for the benefit of the Company and each of
the Agents. The agreement to settle a Placee's subscription (and/or
the subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Shares in question. Such
agreement assumes, and is based on a warranty from each Placee,
that neither it, nor the person specified by it for registration as
holder of Shares is, or is acting as nominee or agent for, and that
the Shares will not be allotted to, a person who is or may be
liable to stamp duty or stamp duty reserve tax under any of
sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary
receipts and clearance services). If there are any such
arrangements, or the settlement relates to any other dealing in the
Shares, stamp duty or stamp duty reserve tax may be payable. In
that event the Placee agrees that it shall be responsible for such
stamp duty or stamp duty reserve tax, and neither the Company nor
the Agents shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own
advice and notify the Agents accordingly;
33. Acknowledges that no action has been or will be taken by any
of the Company, the Agents or any person acting on behalf of the
Company or the Agents that would, or is intended to, permit a
public offer of the Shares in any country or jurisdiction where any
such action for that purpose is required;
34. Acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Shares. It further acknowledges that it is experienced in investing
in securities of this nature and is aware that it may be required
to bear, and is able to bear, the economic risk of, and are able to
sustain a complete loss in connection with the Offering. It has
relied upon its own examination and due diligence of the Company
and its associates taken as a whole, it has not relied on any
research material produced by any of the Agents in relation to, or
on behalf of, the Company, and the terms of the Offering, including
the merits and risks involved; and
35. Acknowledges and agrees that any Shares that it is allocated
in the Offering delivered through CREST will be allotted and issued
to the Depositary, and that the Company shall procure that the
Depositary shall issue Depositary Interests representing the Shares
allocated to it in accordance with the procedures set out under
'Registration and Settlement' herein, and that the Bookrunners
shall have no responsibility or liability in respect of the acts
of, or failure to act by, the Depositary.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company as well as the Agents.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Shares or the agreement by them to subscribe for any Shares.
Each Placee and any person acting on behalf of each Placee will
be deemed to acknowledge and agree that the Agents or any of their
respective affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Shares.
When a Placee or person acting on behalf of the Placee is
dealing with the Agents, any money held in an account with the
Agents on behalf of the Placee and/or any person acting on behalf
of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under FSMA.
The Placee will be deemed to acknowledge that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from Agents' money
in accordance with the client money rules and will be used by the
Agents in the course of its own business; and the Placee will rank
only as a general creditor of the Agents. All times and dates in
this Appendix may be subject to amendment. The Agents shall notify
the Placees and any person acting on behalf of the Placees of any
changes.
Past performance of the Company or its common shares is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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