Amara Mining PLC Perseus Private Investor Event

TIDMAMA

Amara Mining PLC

12 April 2016

12 April 2016 AIM:AMA

Amara Mining plc

("Amara" or "the Company")

EVENT FOR PRIVATE INVESTORS

Amara Mining plc, the AIM-listed West African focused gold mining company, is pleased to announce that Perseus Mining Limited ("Perseus") will be hosting an evening event for private investors in light of the expected business combination between Amara and Perseus. Jeff Quartermaine, Managing Director and Chief Executive Officer of Perseus, will give a presentation on Perseus and will then answer questions from the audience.

The event will take place at the offices of K&L Gates (One New Change, London, EC4M 9AF) on Thursday 28 April 2016 at 17:45 for a 18:00 start and will finish at approximately 19:30.

Jeff and other members of Perseus's senior team look forward to meeting existing and potential investors after the presentation when drinks and nibbles will be served.

For further information on the event, including details of how to register, please visit:

http://www.amaramining.com/wp-content/uploads/2016/04/PRU-retail-investor-event-invite-Apr-2016-FINAL.pdf

For more information please contact:

 
  Amara Mining plc 
    John McGloin, Chairman and Chief 
    Executive Officer 
    Pete Gardner, Finance Director 
    Katharine Sutton, Head of Investor      [phone] 
    Relations                                1420 
   BMO Capital Markets 
    (Financial Adviser to Amara) 
    Jeffrey Couch, Managing Director 
    Gary Mattan, Managing Director          [phone] 
    Tom Rider, Director                      1010 
   Peel Hunt LLP 
    (Nominated Adviser & Broker to 
    Amara) 
    Matthew Armitt                          [phone] 
    Ross Allister                            8900 
   CTF Communications 
    (Media Relations)                       [phone] 
    James MacFarlane                         6455 
 
   Perseus Mining Limited                    [phone] 
    Jeff Quartermaine, Managing Director     1700 
    and Chief Executive Officer              +61 (0) 420 
    Nathan Ryan, Investor Relations          582 887 
   Arlington Group Asset Management 
    Limited 
    (Financial Adviser to Perseus)          [phone] 
    Richard Greenfield                       5016 
 
  Further information 
  Unless otherwise stated, capitalised terms 
  used but not defined in this announcement have 
  the meanings given to them in the scheme document 
  dated 18 March 2016 that was sent to Amara 
  Shareholders (the "Scheme Document"). 
  BMO Capital Markets, which is authorised and 
  regulated in the UK by the Financial Conduct 
  Authority, is acting exclusively for Amara 
  and no one else in connection with the Combination 
  and will not be responsible to any person other 
  than Amara for providing the protections afforded 
  to clients of BMO Capital Markets or for providing 
  advice in connection with the Combination or 
  any other matter referred to herein. 
  Peel Hunt LLP, which is authorised and regulated 
  in the UK by the Financial Conduct Authority, 
  is acting exclusively for Amara and no one 
  else in connection with the Combination and 
  will not be responsible to any person other 
  than Amara for providing the protections afforded 
  to clients of Peel Hunt LLP or for providing 
  advice in connection with the Combination or 
  any other matter referred to herein. 
  Arlington Group Asset Management Limited, which 
  is authorised and regulated in the UK by the 
  Financial Conduct Authority, is acting exclusively 
  for Perseus and no one else in connection with 
  the Combination and will not be responsible 
  to any person other than Perseus for providing 
  the protections afforded to clients of Arlington 
  or for providing advice in connection with 
  the Combination or any other matter referred 
  to herein. 
  This announcement is provided for informational 
  purposes only and does not constitute an offer 
  to sell, or an invitation to subscribe for, 
  purchase or exchange, any securities or the 
  solicitation of any vote or approval in any 
  jurisdiction, nor shall there be any sale, 
  issuance, exchange or transfer of the securities 
  referred to in this document in any jurisdiction 
  in contravention of applicable law. This announcement 
  does not constitute a prospectus or a prospectus 
  equivalent document. 
  Please be aware that addresses, electronic 
  addresses and certain other information provided 
  by Amara Shareholders, persons with information 
  rights and other relevant persons in connection 
  with the receipt of communications from Amara 
  may be provided to Perseus during the offer 
  period as required under Section 4 of Appendix 
  4 of the Code. 
  Overseas jurisdictions 
  The availability of the New Perseus Shares 
  and the Warrants in, and the release, publication 
  or distribution of this announcement in or 
  into, jurisdictions other than the United Kingdom 
  may be restricted by law and therefore persons 
  into whose possession this announcement comes 
  who are not resident in the United Kingdom 
  should inform themselves about, and observe 
  any applicable restrictions. Amara Shareholders 
  who are in any doubt regarding such matters 
  should consult an appropriate independent adviser 
  in their relevant jurisdiction without delay. 
  Any failure to comply with such restrictions 
  may constitute a violation of the securities 
  laws of any such jurisdiction. 
  This announcement has been prepared for the 
  purposes of complying with English law and 
  the Code and the information disclosed may 
  not be the same as that which would have been 
  disclosed if this announcement had been prepared 
  in accordance with the laws of jurisdictions 
  outside the United Kingdom. 
  Overseas shareholders 
  The release, publication or distribution of 
  this announcement in certain jurisdictions 
  may be restricted by law. Persons who are not 
  resident in the United Kingdom or who are subject 
  to the laws of any jurisdiction other than 
  the United Kingdom should inform themselves 
  of, and observe, any applicable requirements. 
  Any failure to comply with the restrictions 
  may constitute a violation of the securities 
  laws of any such jurisdiction. This announcement 
  does not constitute an offer or an invitation 
  to purchase or subscribe for any securities 
  or a solicitation of an offer to buy any securities 
  pursuant to this announcement or otherwise 
  in any jurisdiction in which such offer or 
  solicitation is unlawful. This announcement 
  has been prepared for the purposes of complying 
  with the laws of England and Wales, applicable 
  Australian and Canadian securities laws and 
  the Code and the information disclosed may 
  not be the same as that which would have been 
  disclosed if this announcement had been prepared 
  in accordance with the laws of any jurisdiction 
  outside England and Wales. 
  The availability of the Combination, the New 
  Perseus Shares and the Warrants to Amara Shareholders 
  who are not resident in the United Kingdom 
  may be affected by the laws of the relevant 
  jurisdiction in which they are located or of 
  which they are resident. Persons who are not 
  resident in the United Kingdom should inform 
  themselves of, and observe, any applicable 
  requirements. 
  Unless otherwise determined by Perseus or required 
  by the Code, and permitted by applicable law 
  and regulation, the Combination will not be 
  made available, directly or indirectly, in, 
  into or from a Restricted Jurisdiction where 
  to do so would violate the laws in that jurisdiction 
  and no person may vote in favour of the Combination 
  by any such use, means, instrumentality or 
  form within a Restricted Jurisdiction or any 
  other jurisdiction if to do so would constitute 
  a violation of the laws of that jurisdiction. 
  Accordingly, copies of this announcement and 
  all documents relating to the Combination are 
  not being, and must not be, directly or indirectly, 
  mailed or otherwise forwarded, distributed 
  or sent in, into or from a Restricted Jurisdiction 
  where to do so would violate the laws in that 
  jurisdiction, and persons receiving this announcement 
  and all documents relating to the Combination 
  (including custodians, nominees and trustees) 
  must not mail or otherwise distribute or send 
  them in, into or from such jurisdictions where 
  to do so would violate the laws in that jurisdiction. 
  Any failure to comply with the restrictions 
  of a Restricted Jurisdiction may constitute 
  a violation of the securities laws of any such 
  jurisdiction. To the fullest extent permitted 
  by applicable law, Amara and Perseus disclaim 
  any responsibility or liability for the violation 
  of such restrictions by any person. The Combination 
  (unless otherwise permitted by applicable law 
  and regulation) will not be made, directly 
  or indirectly, in or into, or by the use of 
  the mails, or by any means of instrumentality 
  (including without limitation, telephonically 
  or electronically) of interstate or foreign 
  commerce of, or any facilities of a national 
  securities exchange of any Restricted Jurisdiction, 
  and the Combination will not be capable of 
  acceptance from or within any Restricted Jurisdiction. 
  Further details in relation to overseas Amara 
  Shareholders are contained in the Scheme Document. 
  Neither the New Perseus Shares nor the Warrants 
  have been, and will not be, registered under 
  the US Securities Act 1933, as amended (the 
  "US Securities Act") or the securities laws 
  of any state, district or other jurisdiction 
  of the United States and the relevant clearances 
  have not been, and will not be, obtained from 
  the securities commission or similar regulatory 
  authority of any province or territory of Canada. 

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April 12, 2016 02:00 ET (06:00 GMT)

  The Combination is not being made in any US 
  state or other jurisdiction where it is not 
  legally permitted to do so. Accordingly, such 
  securities may not be offered, sold, resold, 
  delivered or distributed, directly or indirectly, 
  in or into such jurisdictions or any other 
  jurisdiction if to do so would constitute a 
  violation of relevant laws of, or require registration 
  thereof in, such jurisdiction (except pursuant 
  to an exemption, if available, from any applicable 
  registration or prospectus requirements or 
  otherwise in compliance with all applicable 
  laws). 
  Perseus and Amara intend to rely on an exemption 
  from the registration requirements of the US 
  Securities Act provided by Section 3(a)(10) 
  thereof in connection with the consummation 
  of the Combination and the issuance of New 
  Perseus Shares and the Warrants. Amara Shareholders 
  (whether or not US persons) who are or will 
  be affiliates (within the meaning of the US 
  Securities Act) of Amara or Perseus prior to, 
  or of Perseus after, the Effective Date will 
  be subject to certain US transfer restrictions 
  relating to the New Perseus Shares and the 
  Warrants received pursuant to the Scheme. For 
  the purposes of qualifying for the exemption 
  from the registration requirements of the US 
  Securities Act afforded by Section 3(a)(10), 
  Amara will advise the Court that its sanctioning 
  of the Scheme will be relied upon by Perseus 
  as an approval of the Scheme following a hearing 
  on its fairness to Amara Shareholders. 
  US shareholders should note that the Combination 
  is made for the securities of an English company 
  in accordance with the laws of England and 
  Wales and the AIM Rules for Companies published 
  by the London Stock Exchange. The Combination 
  is subject to disclosure requirements of England 
  and Wales that are different from those of 
  the United States and Canada. 
  The receipt of New Perseus Shares and the Warrants 
  pursuant to the Combination by a US Amara Shareholder 
  may be a taxable transaction for US federal 
  income tax purposes and under applicable state 
  and local, as well as foreign and other, tax 
  laws. Each Amara Shareholder is urged to consult 
  his independent professional adviser immediately 
  regarding the tax consequences of the Combination. 
  It may be difficult for you to enforce your 
  rights and any claim you may have arising under 
  US federal securities laws or Canadian securities 
  laws, since Perseus is located in Australia 
  and most of its officers and directors are 
  residents of Australia. You may not be able 
  to sue Perseus or its officers or directors 
  in Australia for violations of the US or Canadian 
  securities laws. It may be difficult to compel 
  Perseus and its affiliates to subject themselves 
  to a US or Canadian court's judgment. 
  You should be aware that Perseus may purchase 
  securities otherwise than under the Combination, 
  such as in open market or privately negotiated 
  purchases. 
  None of the securities referred to in this 
  announcement have been approved or disapproved 
  by the SEC, any state securities commission 
  in the United States or any other US regulatory 
  authority, nor have such authorities passed 
  upon or determined the adequacy or accuracy 
  of the information contained in this announcement. 
  Any representation to the contrary is a criminal 
  offence in the United States. 
  Dealing Disclosure requirements 
  Under Rule 8.3(a) of the Code, any person who 
  is interested in 1 per cent. or more of any 
  class of relevant securities of an offeree 
  company or of any securities exchange offeror 
  (being any offeror other than an offeror in 
  respect of which it has been announced that 
  its offer is, or is likely to be, solely in 
  cash) must make an Opening Position Disclosure 
  following the commencement of the offer period 
  and, if later, following the announcement in 
  which any securities exchange offeror is first 
  identified. An Opening Position Disclosure 
  must contain details of the person's interests 
  and short positions in, and rights to subscribe 
  for, any relevant securities of each of (i) 
  the offeree company and (ii) any securities 
  exchange offeror(s). An Opening Position Disclosure 
  by a person to whom Rule 8.3(a) applies must 
  be made by no later than 3.30 pm (London time 
  (GMT)) on the 10th business day following the 
  commencement of the offer period and, if appropriate, 
  by no later than 3.30 pm (London time (GMT)) 
  on the 10th business day following the announcement 
  in which any securities exchange offeror is 
  first identified. Relevant persons who deal 
  in the relevant securities of the offeree company 
  or of a securities exchange offeror prior to 
  the deadline for making an Opening Position 
  Disclosure must instead make a Dealing Disclosure. 
  Under Rule 8.3(b) of the Code, any person who 
  is, or becomes, interested in 1 per cent. or 
  more of any class of relevant securities of 
  the offeree company or of any securities exchange 
  offeror must make a Dealing Disclosure if the 
  person deals in any relevant securities of 
  the offeree company or of any securities exchange 
  offeror. A Dealing Disclosure must contain 
  details of the dealing concerned and of the 
  person's interests and short positions in, 
  and rights to subscribe for, any relevant securities 
  of each of (i) the offeree company and (ii) 
  any securities exchange offeror, save to the 
  extent that these details have previously been 
  disclosed under Rule 8. A Dealing Disclosure 
  by a person to whom Rule 8.3(b) applies must 
  be made by no later than 3.30 pm (London time 
  (GMT)) on the business day following the date 
  of the relevant dealing. 
  If two or more persons act together pursuant 
  to an agreement or understanding, whether formal 
  or informal, to acquire or control an interest 
  in relevant securities of an offeree company 
  or a securities exchange offeror, they will 
  be deemed to be a single person for the purpose 
  of Rule 8.3. 
  Opening Position Disclosures must also be made 
  by the offeree company and by any offeror and 
  Dealing Disclosures must also be made by the 
  offeree company, by any offeror and by any 
  persons acting in concert with any of them 
  (see Rules 8.1, 8.2 and 8.4). 
  Details of the offeree and offeror companies 
  in respect of whose relevant securities Opening 
  Position Disclosures and Dealing Disclosures 
  must be made can be found in the Disclosure 
  Table on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk, 
  including details of the number of relevant 
  securities in issue, when the offer period 
  commenced and when any offeror was first identified. 
  You should contact the Panel's Market Surveillance 
  Unit on [phone] if you are in any 
  doubt as to whether you are required to make 
  an Opening Position Disclosure or a Dealing 
  Disclosure. 
  Publication of this Announcement 
  Pursuant to Rule 26.1 of the Code, a copy of 
  this announcement will, subject to certain 
  restrictions, be available for inspection on 
  Amara's website at www.amaramining.com and 
  Perseus's website at www.perseusmining.com 
  no later than 12 noon (London time (BST)) on 
  the day following this announcement. The contents 
  of the websites referred to in this announcement 
  are not incorporated into, and do not form 
  part of, this announcement. 
  Amara Shareholders may request a hard copy 
  of this announcement by contacting the Head 
  of Investor Relations, Katharine Sutton, during 
  business hours on [phone] or by submitting 
  a request in writing to Katharine Sutton, Amara 
  Mining plc, 29-30 Cornhill, London EC3V 3NF 
  or by email to [e-mail]. Amara Shareholders 
  may also request that all future documents, 
  announcements and information to be sent to 
  them in relation to the Offer should be in 
  hard copy form. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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April 12, 2016 02:00 ET (06:00 GMT)