TORONTO, ONTARIO--(Marketwired - Oct. 2, 2013) -
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Aureus Mining Inc. ("Aureus Mining" or the "Company") (TSX:AUE)(AIM:AUE) is pleased to announce a brokered private placement of common shares (each, a "Share") at a price to be determined through an accelerated book-building process to raise gross proceeds of approximately US$15million (the "Offering").
The net proceeds of the Offering will be used to advance focused exploration activities within the Company's Bea Mountain Mining License, involving follow up drilling campaigns at Weaju and Ndablama gold targets, and for general corporate purposes.
The Offering will be underwritten by a syndicate of underwriters led by GMP Securities L.P, acting as Bookrunner and including Clarus Securities Inc., RBC Capital Markets, and Numis Securities Ltd (together with the Bookrunner, the "Underwriters"). The Company and the Underwriters have not yet entered into an underwriting agreement in connection with the financing.
Application will be made to the London Stock Exchange plc for 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 on or around 10 October 2013 and that dealings in the Shares will commence at that time. The Offering is being made in Canada on a private placement basis to accredited investors and the Company will also apply to the Toronto Stock Exchange ("TSX") in order for the Shares to be listed for trading on the TSX. The Offering is conditional upon, inter alia, Admission becoming effective and conditional acceptance of the listing of the Shares on the TSX.
The final offering price of the Shares and determination of the total number of Shares to be sold pursuant to the Offering will be determined in the context of the market with final terms to be determined following the completion of a book-building process. The books will open with immediate effect and close at the sole discretion of the Bookrunner. Details of the number of Shares offered and price at which they are offered will be announced as soon as practicable after the close of the book-building process.
The Company will grant the Underwriters an over-allotment option to purchase for re-sale additional Shares to raise additional gross proceeds of up to 15% of the gross proceeds raised from the sale of the Shares pursuant to the Offering, exercisable at the offering price in whole or in part, at any time and from time to time, up to two business days before the closing of the Offering.
Closing of the Offering is subject to certain conditions including, but not limited to, the execution of a definitive underwriting agreement between the Company and the Underwriters and the receipt of all necessary approvals, including by the TSX and AIM. The closing of the Offering is expected to occur on or about 10 October 2013, or such other date as the Company and the Underwriters may agree. The Offering is also conditional upon the underwriting agreement to be entered into between the Company and the Underwriters not having been terminated.
The Shares issued to Canadian residents will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the date of the closing of the Offering. Subject to applicable securities laws, the Shares issued to residents outside of 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 or otherwise into Canada for a period of four months plus one day from the date of the closing of the Offering.
Certain information in this news release relating to Aureus Mining is forward-looking and related to anticipated events and strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties that may cause actual results or events to differ materially from current expectations, including: risks normally incidental to exploration and development of mineral properties; uncertainties in the interpretation of results from drilling and test work; the possibility that future exploration, development or mining results will not be consistent with expectations; regulatory and government decisions; the possibility that the Company will not enter into the Underwriting Agreement and/or complete the Offering; economic conditions; availability and cost of financing, including debt financing to fund the balance of New Liberty; estimates of capital and operating costs and start-up costs; plans regarding construction activities; the proposed work budget for the work program at New Liberty; and future unforeseen liabilities and other factors including, but not limited to, those listed under "Risk Factors" in the Company's Annual Information Form, a copy of which is available on SEDAR at www.sedar.com, and in the Aureus Mining Admission Document, a copy of which is available at www.aureus-mining.com. Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable law, Aureus Mining disclaims any obligation to update or modify such forward-looking information, either as a result of new information, future events or for any other reason.
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 ("GMP Europe"), which is a member company of GMP Securities L.P ("GMP"), is authorised and regulated in the United Kingdom by the Financial Conduct authority ("FCA") and acting as joint broker to Aureus Mining Inc. in respect of the Offering.
RBC Capital Markets is a trading name used by subsidiaries of the Royal Bank of Canada including RBC Dominion Securities Inc., RBC Capital Markets LLC and RBC Europe Limited (collectively, "RBC Capital Markets"). RBC Europe Limited is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority and is acting as the Nominated Advisor and joint broker to Aureus Mining Inc. in respect to the Offering.
Each of the Underwriters 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 Underwriter 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 Underwriters 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., the Underwriters, GMP Europe or RBC Capital Markets 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., the Underwriters, GMP Europe and RBC Capital Markets 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 Underwriters have agreed that, except as permitted by the Underwriting 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 Underwriting Agreement permits the Underwriters, 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 Underwriting Agreement provides that the Underwriters 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.