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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Avesoro Resources Inc. | LSE:ASO | London | Ordinary Share | CA05366A3029 | ORD NPV (DI) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 99.50 | 97.00 | 102.00 | 0.00 | 01:00:00 |
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From Apr 2019 to Apr 2024
TIDMAUE
RNS Number : 3785E
Aureus Mining Inc.
09 February 2015
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS 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:
Hot Features
Premium
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 =============================== ================================= ISIN code for the Shares: CA0515471070 =============================== ================================= Deadline for input instructions 3pm (UK time) on 16 February 2015 into CREST: =============================== =================================
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
DRLEAKANELDSEEF
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