TIDMAUE
RNS Number : 5767M
Aureus Mining Inc.
14 October 2016
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE OR
DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Aureus Mining Inc.
TSX: AUE
AIM: AUE
US$72 million equity fundraise to finance the transition to an
owner-operator mining model and strengthen the balance sheet
Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the
"Company") is pleased to announce that it has conditionally raised
approximately US$72 million via an equity fundraising to finance
the Company's transition to an owner-operator mining model, repay
amounts due to Nedbank Limited and FirstRand Bank Limited (the
"Lenders"), and to strengthen its balance sheet.
Highlights:
Financing
-- Approximately US$60 million to be raised from MNG Gold Jersey
Limited ("MNG Gold") through a direct subscription with the Company
at a price of 1.5p per share (the "Subscription")
-- Approximately US$12 million to be raised from institutional
investors (the "Principal Placing") at a price of 1.5p per share
(the "Placing Price")
-- The net proceeds of the Subscription and Principal Placing
(together the "Fundraise") will be used as follows:
o to effect the Company's transition to an owner-operator mining
model through the proposed acquisition by Bea Mountain Mining
Corporation ("BMMC") of mining equipment and inventory from Atmaca
Services (Liberia) Inc. ("ASLI") and the termination of the mining
services contract, as set out in the Company's announcement of 6
September 2016 (the "Acquisition"). Management estimate that the
transition to an owner-operator mining model could result in cost
savings for BMMC of approximately US$1.5 - 2.0 million per
month;
o to pay historic MonuRent (Liberia) Limited ("MonuRent")
invoices assigned to ASLI;
o to make principal and interest repayments due to the
Lenders;
o to fund improvements to the processing plant and tailings
storage facility ("TSF");
o for regional exploration of existing licenses; and
o for general working capital requirements.
-- The Company has granted an option to Numis Securities Limited
("Numis") in order to enable Numis to increase the size of the
Placing by up to 540,000,000 Shares amounting to gross proceeds of
approximately US$10 million (the "Broker Option"). The Broker
Option is available to all existing shareholders (other than MNG
Gold and placees under the Principal Placing) and Aureus employees
and provides the opportunity for them to participate in the Placing
at the Placing Price
-- As announced yesterday, the Company has received an extension
until 14 December 2016 of the default waiver and standstill
agreement from its Lenders, announced on 15 June 2016
-- MNG Gold, the Company's majority shareholder, is in
discussions with the Lenders with regards to potentially providing
a corporate guarantee in exchange for the re-sculpting of debt
repayments and the relaxation of loan covenants. Should these
negotiations not result in an amendment to the terms of the
Company's project finance facilities then, notwithstanding the
Fundraise, the Company may be in breach of certain covenants once
covenant testing recommences
Operational updates
-- Performance at the Company's New Liberty Gold Mine continues
to improve with 6,021 ounces of gold produced in September 2016
-- Under its rescheduled production profile ("Updated Profile"),
the Company is targeting production of approximately 100,000 ounces
of gold in 2017 with life-of-mine cash costs of US$743 per ounce
and all-in-sustaining costs of US$845 per ounce
-- The Directors believe the Updated Profile has scope for
further optimisation and that there is the potential to review the
pit shell and contained gold ounces once lower operating costs have
been demonstrated
-- The Company has made progress in addressing the issues that
have led to the historical failure to deliver the Company's mine
plan. These include improving the detoxification circuit,
increasing the number of experienced operators on site,
establishing more efficient procurement processes and plans to
redesign the TSF
Overview of the Fundraise
The Company has conditionally raised approximately US$72 million
through the issue of 3,900,000,000 new common shares of the Company
("Shares") at the Placing Price, to be comprised of 3,250,000,000
Shares issued to MNG Gold at the Placing Price pursuant to the
Subscription and 650,000,000 Shares issued to institutional
investors at the Placing Price pursuant to the Principal Placing.
Following the Fundraise the Company will have 5,104,039,001 Shares
in issue. Under the terms of the Broker Option, the Company may
also issue up to a further 540,000,000 Shares.
The Placing and the Subscription are conditional, inter alia,
upon minority shareholder approval being obtained for the
Subscription (which is proposed to be sought on or around 29(th)
November 2016 at a special meeting of shareholders (the "Special
Meeting")) and the approval of the Toronto Stock Exchange ("TSX").
For the purposes of the TSX approval, the Company intends to rely
on the exemption set forth in Section 602.1 of the TSX Company
Manual, which provides that the TSX will not apply its standards to
certain transactions involving eligible interlisted issuers listed
on a recognized exchange, such as AIM. The Placing is also
conditional on minority shareholder approval being obtained for the
Acquisition (as described below) and the Acquisition and the
Subscription becoming unconditional. On or around 4(th) November
2016, a circular containing the notice of the Special Meeting will
be sent to shareholders on the register on 27 October 2016 (the
"Record Date").
Subject to, inter alia, minority shareholder approval being
obtained for the Acquisition and the Subscription, it is expected
that dealings in the shares to be issued pursuant to the
fundraising will commence at 8.00 a.m. (London time) on 6 December
2016 and that the Acquisition will complete shortly after
Admission.
At the Special Meeting, the Company will also be seeking the
authority of the shareholders to change the name of the Company to
Avesoro Resources Inc. If shareholders vote to approve the change
of name, the Company also intends to change its TIDM code to ASO on
both AIM and the TSX, effective on or around the date of Admission
of the Shares to AIM and TSX.
Following completion of the Fundraise, and assuming no shares
are issued pursuant to the Broker Option, MNG Gold will hold
3,912,222,429 Shares in the Company representing 76.6% of the
Company's share capital as enlarged by the Fundraise. If the Broker
Option is exercised in full, MNG Gold will continue to hold the
same number of Shares in the Company, then representing 69.3% of
the Company's share capital as enlarged by the Fundraise and the
shares issued following exercise of the Broker Option.
In addition, further to its initial investment in the Company in
July 2014, the International Finance Corporation ("IFC"), the
private sector arm of the World Bank Group, which currently has a
shareholding in the Company of approximately 1.7% has the right,
but not the obligation, to maintain its pro rata shareholding in
any equity financing undertaken by the Company, including the
Fundraise.
Serhan Umurhan, Chief Executive Officer of Aureus, said:
"The fund raise provides the key to unlock the significant value
from Aureus's high grade assets. We have been very encouraged by
the significant support from a broad range of investors, as well as
by the significant progress MNG Gold has made in turning around the
New Liberty mine since taking control only as recently as 15(th)
July this year. MNG Gold remains firmly committed to continuing the
transformation of these assets into a long term, sustainable
business to the benefit of all stakeholders, and to establishing
Avesoro Resources Inc. as a platform for further growth."
Background and operational update
Following the restart of processing operations at New Liberty in
late June 2016, the Company experienced periods of unscheduled
plant downtime which disrupted gold production in Q3 2016. Average
plant utilisation has been approximately 73% since the
recommencement of operations. The Company poured and shipped
approximately 14,000 ounces of gold in the third quarter of
2016.
Plant modifications and optimisation activities continue to
progress. The detoxification circuit is now recycling process plant
effluent to reduce discharge from the TSF and operating costs.
Changes to the operation and design of the TSF from an overflow to
a closed system with controlled discharge has ensured that all
recent discharges from the TSF have been within permitted levels in
accordance with the International Cyanide Management Code. The
Company also plans to redesign the TSF during the dry season so as
to establish a longer-term solution.
The Company has made progress in addressing a number of the
issues that have contributed to the historical failures to deliver
the Company's mine plan on schedule:
-- Detoxification circuit now recycling process plant effluent
to reduce discharges from the TSF and operating costs;
-- Existing Aureus operating team supplemented with MNG Gold
expertise at the Company's processing plant;
-- Utilising MNG Gold's existing procurement capability in
Liberia and internationally to reduce reliance on outsourced
procurement; and
-- Entered into a contract with an established explosives
supplier in Liberia, reducing costs to US$1,350 per tonne from
recent costs of up to US$2,200 per tonne whilst importing from
overseas.
Under its Updated Profile, the Company is targeting production
of approximately 100,000 ounces of gold in 2017 with life-of-mine
cash costs of US$743 per ounce and all-in-sustaining costs of
US$845 per ounce.
The Directors believe the Updated Profile has scope for further
optimisation and that there is the potential to review the pit
shell and contained gold ounces once lower operating costs have
been demonstrated.
Transition to owner-operator mining model
As set out in the Company's announcement of 6 September 2016,
the mining services contract at New Liberty (the "Contract"), which
had previously been held by MonuRent, was novated to ASLI (a
Liberian company that is wholly owned by MNG Gold). As part of the
transaction ASLI acquired the heavy mining equipment ("Mining
Equipment") and inventory on-site at New Liberty from MonuRent and
the MonuRent employees were transferred to ASLI.
As soon as reasonably practicable following completion of the
Fundraise, the Company will, through its wholly owned subsidiary
BMMC, complete the Acquisition by:
-- Acquiring the Mining Equipment for a cash consideration of
US$15.4 million from ASLI at no gain or loss;
-- Acquiring the inventory on-site (currently estimated at
US$7.1 million) at closing from ASLI at no gain or loss (subject to
post-closing adjustments following a stocktake) ("Inventory");
and
-- Paying to ASLI a fee of US$4.5 million to terminate the
Contract, being the same amount as the novation fee paid by ASLI to
MonuRent.
In addition, the former MonuRent employees will transfer from
ASLI to BMMC on the same terms and conditions thereby achieving the
transition of BMMC to owner-operator of the mining operations at
the New Liberty Mine.
The Acquisition is conditional upon payment by BMMC of certain
historic invoices acquired by ASLI from MonuRent ("Historic
Invoices"), minority shareholder approval (which is proposed to be
sought at the Special Meeting on or around 29(th) November 2016),
the approval of the TSX and any other required regulatory
approvals, as well as other customary terms and conditions. For the
purposes of the TSX approval, the Company intends to rely on the
exemption set forth in Section 602.1 of the TSX Company Manual,
which provides that the TSX will not apply its standards to certain
transactions involving eligible interlisted issuers listed on a
recognized exchange, such as AIM.
The strategic decision to move to an owner-operator mining model
is a result of the previously announced on-going review of the
Company's cost base. Management estimate that the transition to an
owner-operator mining model could result in cost savings of
approximately US$1.5 - 2.0 million per month and significantly
improve the operational and financial flexibility of the Company.
In order to make an efficient transition to owner-operator mining,
the Company will draw on the experience of MNG Gold, a company
which successfully owns and operates mining activities at the
Kokoya Gold Mine in Liberia.
Use of proceeds
The proceeds of the Fundraise will be used as follows:
US$ millions
--------------------------------------- -------------
Purchase of Mining Equipment from
ASLI and contract termination fee 19.9
Payment of Historic Invoices assigned
to ASLI 9.7
Debt principal and interest payments 17.3
Processing plant and TSF improvements 5.0
Regional exploration 5.0
General working capital (including
Inventory) and transaction expenses 15.1
--------------------------------------- -------------
Total 72.0
Project finance facilities
As announced yesterday, the Company has received an extension
until 14 December 2016 of the default waiver and standstill
agreement from its Lenders, announced on 15 June 2016.
MNG Gold, the Company's majority shareholder, is in discussions
with the Lenders with regards to potentially providing a corporate
guarantee in exchange for the re-sculpting of debt repayments and
the relaxation of loan covenants. Should these negotiations not
result in an amendment to the terms of the Company's project
finance facilities then, notwithstanding the Fundraise, the Company
may be in breach of certain covenants once covenant testing
recommences.
Related party transactions
MNG Gold, which currently holds 55.0% of the Company's issued
share capital has committed to subscribe for 3,250,000,000 Shares
pursuant to the Subscription. Given the current shareholding of MNG
Gold, the Subscription by MNG Gold will constitute a related party
transaction under the AIM Rules. The independent directors of the
Company, consisting of Mr David Netherway, Mr Jean-Guy Martin and
Mr Loudon Owen consider, having consulted with the Company's
Nominated Adviser, that the terms of this transaction are fair and
reasonable insofar as its shareholders are concerned.
The acquisition of the Mining Equipment and Inventory from ASLI
and the payment of the contract termination fee to ASLI for an
expected aggregate cash consideration of approximately US$27.0
million (subject to a stock-take adjustment) constitute a related
party transaction under the AIM Rules. The independent directors of
the Company, consisting of Mr David Netherway, Mr Jean-Guy Martin
and Mr Loudon Owen consider, having consulted with the Company's
Nominated Adviser, that the terms of this transaction are fair and
reasonable insofar as its shareholders are concerned.
Following the completion of the Subscription and the Principal
Placing, MNG Gold will hold 3,912,222,429 Shares, representing
approximately 76.6% of the then issued and outstanding Shares on a
non-diluted basis. Should the Placing not complete, MNG Gold will
hold the same number of Shares, representing approximately 87.8% of
the then issued and outstanding Shares on a non-diluted basis.
The Subscription will also constitute a related party
transaction under the TSX Rules and applicable Canadian securities
laws, including Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101").
The acquisition of the Mining Equipment and Inventory from ASLI and
the payment of the contract termination fee to ASLI will also
represent a related party transaction under the TSX Rules and
applicable Canadian securities laws, including MI 61-101, by virtue
of ASLI being a wholly owned subsidiary of MNG Gold.
The Company will be seeking minority shareholder approval of the
Subscription and the Acquisition (collectively, the "Related Party
Transactions") pursuant to section 5.6 of MI 61-101, as further
described below.
Pursuant to subsection 5.5(c) of MI 61-101, the Subscription
will constitute a distribution of securities of the Company to a
related party for cash consideration and neither the Company, nor
to the knowledge of the Company after reasonable inquiry, MNG Gold,
have knowledge of any material information concerning the Company
or its securities that has not been generally disclosed. As a
result, the proposed issuance of Shares to MNG Gold meets the
requirements of Section 5.5(c) of MI 61-101 and the Company is
exempted from having to obtain a formal valuation in connection
with the Subscription.
Pursuant to subsection 5.5(h) of MI 61-101, the Acquisition
constitutes a transaction where (i) the assets being sold were
acquired by a related party of the Company in a prior arm's length
transaction, (ii) the prior arm's length transaction was completed
not more than 12 months prior to the date of the agreement to
resell the assets, and (iii) a qualified, independent valuator has
provided an opinion that the value of the consideration paid by the
Company for the assets is not more than consideration paid by the
related party in the prior arm's length transaction. As a result,
the transaction meets the requirements of Section 5.5(h) of MI
61-101 and the Company is exempted from having to obtain a formal
valuation of the subject matter of the transaction.
Neither the Company nor any of its officers or directors, after
reasonable inquiry, are aware of any prior valuations or bona fide
offers that have been completed or received by the Company in the
past 24 months in respect of the Company that relate to the subject
matter of or are otherwise relevant to the Related Party
Transactions.
The Related Party Transactions are also subject to the receipt
of TSX approval. However, the Company qualifies as an "eligible
interlisted issuer" as defined under the TSX Company Manual and,
accordingly, is permitted to avail itself on the exemption under
Section 602.1 of the TSX Company Manual which exempts an "eligible
interlisted issuer" listed on a recognized exchange, such as AIM,
from the application of the requirements contained in Section 501
of the TSX Company in respect of a transaction involving insiders
or other related parties.
Agency agreement
The Company and Numis have entered into an agency agreement (the
"Agency Agreement") pursuant to which Numis has agreed, in
accordance with the terms of the Agency Agreement, to use its
reasonable endeavours to procure subscribers on behalf of the
Company for 650,000,000 Shares at the Placing Price.
The Agency Agreement contains customary warranties given by the
Company to Numis as to matters relating to the Company and its
business and a customary indemnity given by the Company to Numis in
respect of liabilities arising out of or in connection with the
Placing. Numis is entitled to terminate the Agency Agreement in
certain circumstances prior to Admission, including circumstances
where any of the warranties are found not to be true or accurate or
were misleading and upon the occurrence of certain other
events.
The Placing is conditional, inter alia, on:
-- the relevant customary conditions in the Agency Agreement
being satisfied or (if applicable) waived and the Agency Agreement
not having been terminated in accordance with its terms prior to
Admission;
-- minority shareholder approval being obtained for the Related
Party Transactions on the terms described above and the
Subscription and the Acquisition becoming unconditional; and
-- Admission becoming effective by no later than 8.00 a.m. on 6
December 2016 (or such later time and/or as Numis and the Company
may agree, being not later than 8.00 a.m. on 6 February 2017).
The Company has also granted the Broker Option to Numis under
the Agency Agreement in order to enable Numis to place up to an
additional 540,000,000 Shares at the Placing Price, in the event
that further requests to participate in the Placing from existing
shareholders (other than MNG Gold and placees under the Principal
Placing) and Aureus employees are received.
The Broker Option is exercisable at the discretion of Numis on
one or more occasions at any time prior to 4.30 p.m. London time on
28 October 2016. Any Shares issued pursuant to the exercise of the
Broker Option will be issued at the Placing Price and on the terms
and conditions set out in the Appendix to this announcement. The
Broker Option may be exercised by Numis at their discretion, with
the agreement of the Company, but there is no obligation on Numis
to exercise the Broker Option or to seek to procure subscribers for
Shares pursuant to the Broker Option. The net proceeds received by
the Company pursuant to the exercise of the Broker Option (if any),
being a maximum of approximately US$10.0 million gross, will be
used for general corporate purposes.
The maximum number of new Shares that may be issued pursuant to
the exercise of the Broker Option is 540,000,000, and therefore the
maximum number of Shares (including Shares issued pursuant to
exercise of the Broker Option) that may be issued pursuant to the
Fundraise is 4,440,000,000.
The Shares issued pursuant to the Placing will represent, in
aggregate, approximately 12.7 per cent. of the enlarged issued
share capital of the Company following the Fundraise. The Shares
issued pursuant to the Principal Placing together with Shares
issued upon exercise of the Broker Option (assuming that the Broker
Option is exercised in full) would represent, in aggregate,
approximately 21.1 per cent. of the enlarged issued share capital
of the Company following the Principal Placing, the Subscription
and the exercise in full of the Broker Option. The Shares issued
pursuant to the Fundraise and all Shares issued upon exercise of
the Broker Option will be issued fully paid and will, upon issue,
rank pari passu in all respects with the Ordinary Shares then in
issue, including all rights to receive all dividends and other
distributions declared, made or paid following Admission of such
Shares. Neither the Shares issued pursuant to the Principal Placing
nor the Shares that may be issued under the Broker Option are being
made available to the public or being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing is
not underwritten by Numis.
Application will be made to the London Stock Exchange and the
TSX for Admission of the Shares to be issued pursuant to the
Fundraise (and if relevant on exercise of the Broker Option), and
it is expected that dealings will commence at 8.00 a.m. (London
time) on 6 December 2016.
MNG Gold Subscription agreement
MNG Gold has agreed to subscribe for 3,250,000,000 shares for an
aggregate subscription amount of approximately US$60 million in a
direct subscription with the Company at the Placing Price. The
Subscription by MNG Gold is also subject to customary conditions,
including the approval of the TSX, and the approval of Shareholders
at the Special Meeting as detailed elsewhere in this
Announcement.
If the Placing does occur, MNG will take up and acquire
3,250,000,000 shares following which, MNG Gold will hold
3,912,222,429 Shares in the Company representing 76.6% of the
Company's share capital. In the event that the Placing does not
occur MNG Gold will hold the same number of Shares in the Company
representing 87.8% of the Company's share capital as then
enlarged.
Acquisition agreement
BMMC and ASLI have entered into an asset purchase agreement (the
"Acquisition Agreement") pursuant to which BMMC has agreed, in
accordance with the terms of the Acquisition Agreement, to:
-- Acquire the Mining Equipment from ASLI for a cash consideration of US$15.4 million;
-- Pay to ASLI a fee of US$4.5 million to terminate the Contract; and
-- Acquire the inventory on-site at closing from ASLI (subject
to post-closing adjustments following a stocktake) at the unit
prices agreed by ASLI with MonuRent and applied to the inventory
valuation for that transaction (currently estimated at
approximately US$7.1 million).
In addition, the former MonuRent employees will transfer from
ASLI to BMMC on the same terms and conditions and the mining
services agreement between ASLI and BMMC shall terminate with
effect from the closing date.
The Acquisition Agreement is conditional upon, inter alia,
Aureus obtaining minority shareholder approval for the transaction,
completion of the Subscription, BMMC receiving consent to the
transaction from the Lenders and BMMC having paid the Historic
Invoices.
Where applicable, the Acquisition Agreement is substantially
similar to the agreement between MonuRent and ASLI including, inter
alia, warranties given by ASLI in favour of BMMC and closing
deliverables from both parties.
Arbitration update
As previously announced, the Company received a request for
arbitration from International Construction & Engineering
(Seychelles) ("ICE") in November 2015 with respect to ICE's
contract to carry out civil and earth works at Aureus' New Liberty
Gold Mine. ICE's contract was terminated in August 2014, the
Company having taken the appropriate legal advice, when the works
were approximately 60-70% completed. The remaining earthworks were
completed by directly engaged labour and contractors supervised by
the project's EPCM contractor.
The Company strongly believes that the request is without merit
and opportunistic. An arbitration ruling is expected by the end of
the year, and the Company is confident that no material amounts
will be found payable.
Change of name
The Company announces today that it intends to change its name
to Avesoro Resources Inc. The authority to change the name will be
sought from the shareholders at the Special Meeting described
below. Assuming that it is approved by shareholders, the change of
name will take effect shortly thereafter.
Change of TIDM
The Company announces today that it intends to change its TIDM
to ASO on both AIM and TSX, conditional on the change of name being
approved by shareholders at the Special Meeting described below.
Assuming that the change of name is approved by shareholders, the
change of TIDM is expected to take effect on or around the date of
Admission of the Shares to AIM and TSX.
Special Meeting of Shareholders
The Company has announced the Special Meeting will be held on or
around 29 November 2016 to approve, among other things, the Related
Party Transactions. The record date for the Special Meeting will be
the close of business on 27 October 2016.
At the Special Meeting, the resolution approving the Related
Party Transactions must be approved by a majority of the votes cast
by the shareholders of the Corporation, other than (i) MNG and (ii)
any of its respective related parties, associates or affiliates,
and any joint actors of the foregoing (which, collectively,
currently own approximately 662,232,429 Shares of the Company,
representing approximately 55.0% of the Company's issued share
capital), present in person or by proxy at the Special Meeting.
The independent directors of the Company's Board of Directors
have unanimously approved the Related Party Transactions and
recommend that shareholders of the Company vote in favour of these
transactions.
Details of the items of business to be conducted at the Special
Meeting, including all information required by MI 61-101, will be
contained in a management information circular, which will be
mailed to shareholders, and available on the Company's profile on
SEDAR at www.sedar.com, on or about 4 November 2016.
Estimated timetable of key events
Transaction Announcement: 14 October 2016
Record Date for Special 27 October 2016
Meeting:
Special Meeting Circular 4 November 2016
posted:
Special Meeting: 29 November 2016
Admission of new shares 6 December 2016
to AIM and TSX:
Unless otherwise stated, all references in this announcement to
dates and time are to London time.
An exchange rate of US$1.23 : GBP1.00 has been used in this
announcement.
Contact information
Aureus Mining Inc. Buchanan
Geoff Eyre Bobby Morse / Anna Michniewicz
Tel: +44(0) 20 7010 7690 Tel: +44(0) 20 7466 5000
-------------------------- -------------------------------
Numis Securities Limited
(Aureus Nominated Adviser
and Broker)
John Prior / James Black
/ Paul Gillam
Tel: +44(0) 20 7260 1000
-------------------------- -------------------------------
About Aureus Mining
The Company's assets include the New Liberty Gold Mine in
Liberia (the "New Liberty Gold Mine, "New Liberty" or the "mine")
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 has been completed, the first gold
pour has taken place and commercial production has been declared.
The foregoing mineral reserve and mineral resource estimates and
additional information in connection therewith are set out in the
Company's technical report dated March 25, 2015 and entitled "New
Liberty Gold Project, Bea Mountain Mining Licence Southern Block,
Liberia, West Africa, Definitive Project Plan".
The New Liberty Gold Mine is located within the Southern Block
of the 100% owned Bea Mountain mining licence. This licence covers
478 km(2) and has a 25 year, renewable, mineral development
agreement. The Bea Mountain mining license also hosts additional
gold projects of Ndablama, Gondoja, Weaju and Leopard Rock which
are the focus of exploration programs during 2016. Ndablama has an
indicated mineral resource of 386,000 ounces of gold grading 1.6
g/t and inferred mineral resource of 515,000 ounces of gold grading
1.7 g/t and Weaju has an inferred mineral resource of 178,000
ounces of gold grading 2.1 g/t. The Yambesei (759 km2), Archaen
West (112.6 km2), Mabong (36.6 km2) and Mafa West (15.6 km2)
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".
The Company also has a gold exploration permit in Cameroon.
Qualified Persons
The Company's Qualified Person is Mark J. Pryor, who holds a BSc
(Hons) in Geology & Mineralogy from Aberdeen University, United
Kingdom and is a Fellow of the Geological Society of London, a
Fellow of the Society of Economic Geologists and a registered
Professional Natural Scientist (Pr.Sci.Nat) of the South African
Council for Natural Scientific Professions. Mark Pryor is an
independent technical consultant with over 25 years of extensive
global experience in exploration, mining and mine development and
is a "Qualified Person" as defined in National Instrument 43 -101
"Standards of Disclosure for Mineral Projects" of the Canadian
Securities Administrators and has reviewed and approves this press
release.
Forward Looking Statements
Certain information contained in this Announcement constitutes
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 Announcement
should not be unduly relied upon. This information speaks only as
of the date of this Announcement.
Actual results could differ materially from those anticipated in
the forward looking information contained in this news release as a
result of the risk factors, including: the risk that the waiver and
standstill agreement will terminate; risks normally incidental to
exploration and development of mineral properties; the inability to
obtain required waivers and amendments from the Company's creditors
in respect of its debt repayment obligations and consequential
risks of default thereon; 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; 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 frameworks 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; risks
related to environmental regulations; uncertainties in the
interpretation of results from drilling; risks related to the legal
systems in Liberia; risks related to the tax residency of the
Company; 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, including required
equipment, explosives and other necessary material not being
delivered in the expected time frame, or at all; the inability to
attract and retain key management and personnel; political risks;
and future unforeseen liabilities and other factors.
The forward looking information included in this Announcement is
expressly qualified by this cautionary statement and is made as of
the date of this Announcement. The Company does not undertake any
obligation to publicly update or revise any forward looking
information except as required by applicable securities laws.
This Announcement also contains references to estimates of
mineral resources. The estimation of mineral resources is
inherently uncertain and involves subjective judgments about many
relevant factors. Mineral resources that are not mineral reserves
do not have demonstrated economic viability. The accuracy of any
such estimates is a function of the quantity and quality of
available data, and of the assumptions made and judgments used in
engineering and geological interpretation, which may prove to be
unreliable and depend, to a certain extent, upon the analysis of
drilling results and statistical inferences that may ultimately
prove to be inaccurate. Mineral resource estimates may have to be
re-estimated based on, among other things: (i) fluctuations in
commodity prices; (ii) results of drilling; (iii) results of
studies; (iv) changes to proposed mining operations, including
dilution; (v) the evaluation of mine plans subsequent to the date
of any estimates; and (vi) the possible failure to receive required
permits, approvals and licences.
APPIX - TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE
PLACING.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING OR SUBSCRIBE FOR SHARES PURSUANT TO THE BROKER OPTION. ALL
OFFERS OF THE PLACING SHARES AND ANY BROKER OPTION SHARES WILL BE
MADE PURSUANT TO AN EXEMPTION UNDER DIRECTIVE 2003/71/EC (AND
AMMENTS THERETO), AND INCLUDING ANY RELEVANT IMPLEMENTING MEASURE,
IN THE RELEVANT MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"))
(THE "PROSPECTUS DIRECTIVE"), FROM THE REQUIREMENT TO PRODUCE A
PROSPECTUS FOR OFFERS OF THE PLACING SHARES AND BROKER OPTION
SHARES. THIS ANNOUCEMENT AND THE TERMS AND CONDITIONS SET OUT IN
THIS ANNOUNCEMENT ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHO ARE: (A) PERSONS IN AN EEA MEMBER
STATE WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (A "RELEVANT
MEMBER STATE"), UNDER THE FOLLOWING EXEMPTIONS UNDER THE PROSPECTUS
DIRECTIVE, IF AND TO THE EXTENT THEY HAVE BEEN IMPLEMENTED IN THAT
RELEVANT MEMBER STATE: (I) TO ANY LEGAL ENTITY WHICH IS A
"QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS DIRECTIVE; (II)
TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED
INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), AS PERMITTED
UNDER THE PROSPECTUS DIRECTIVE; OR (III) IN ANY OTHER CIRCUMSTANCES
WHICH DO NOT REQUIRE THE PUBLICATION BY THE COMPANY OF A PROSPECTUS
PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE, PROVIDED THAT NO
SUCH OFFER TO THE PUBLIC SHALL RESULT IN A REQUIREMENT FOR THE
PUBLICATION BY THE COMPANY OR NUMIS OF A PROSPECTUS PURSUANT TO
ARTICLE 3 OF THE PROSPECTUS DIRECTIVE; AND (B) (I) INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
(THE "ORDER"); OR (II) HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS AND OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) OF THE ORDER OR TO WHOM THEY MAY OTHERWISE LAWFULLY BE
DISTRIBUTED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").
THIS ANNOUNCEMENT (INCLUDING THIS APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH
AFRICA, JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
(WITHOUT THE APPIX) MAY BE RELEASED, PUBLISHED OR DISTRIBUTED BY
THE COMPANY IN ACCORDANCE WITH ITS CONTINUOUS DISCLOSURE
REQUIREMENTS UNDER APPLICABLE CANADIAN SECURITIES LAWS AND THE
REQUIREMENTS OF THE TORONTO STOCK EXCHANGE ("TSX").
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING
SHARES AND/OR BROKER OPTION SHARES.
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy, subscribe for or otherwise acquire any Placing Shares
or Broker Option Shares in any jurisdiction in which any such offer
or solicitation would be unlawful.
All offers of the Placing Shares and any Broker Option Shares
will be made pursuant to an exemption under the Prospectus
Directive from the requirement to produce a prospectus. This
Announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of FSMA does
not apply. Offers of Placing Shares and Broker Option Shares will
not be made to residents of Canada.
The Placing Shares and Broker Option Shares referred to in this
Announcement have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold or transferred in, into
or within the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and the securities laws of any relevant state
or jurisdiction of the United States.
The distribution of this Announcement and the Placing and/or
issue of the Placing Shares and any Broker Option Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Numis or any of their respective affiliates that would
permit an offer of the Placing Shares or Broker Option Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares or
Broker Option Shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and Numis to inform
themselves about and to observe any such restrictions.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Persons who are invited to and who choose to participate in the
Placing will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring Placing Shares (or Broker Option shares, as the case
may be) on the terms and conditions contained in this Appendix and
to be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix. In
particular, each such Placee represents, warrants, undertakes,
agrees and acknowledges (amongst other things), that:
1 it is a Relevant Person and undertakes that it will acquire,
hold, manage or dispose of any Placing Shares and Broker Option
Shares that are allocated to it for the purposes of its business;
and
2 in the case of a Relevant Person in a Relevant Member State
who acquires any Placing Shares or Broker Option Shares pursuant to
the Placing:
(a) it is a Qualified Investor; and
(b) in the case of any Placing Shares or Broker Option Shares
acquired by it as a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive,
(i) the Placing Shares acquired by it in the Placing have not
been acquired on behalf of, nor have they been acquired with a view
to their offer or resale to, persons in any Relevant Member State
other than Qualified Investors or in circumstances in which the
prior consent of Numis has been given to the offer or resale;
or
(ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Directive as having been made to such persons;
and
3 it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
4 it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix; and
5 except as otherwise permitted by the Company and subject to
any available exemptions from applicable securities laws, it (and
any account referred to in paragraph 3 above) is outside the United
States acquiring the Placing Shares in an offshore transaction as
defined in and in accordance with Regulation S under the Securities
Act.
No offering / no prospectus
This Announcement does not constitute an offer, and may not be
used in connection with an offer, to sell or issue or the
solicitation of an offer to buy or subscribe for Placing Shares or
Broker Option Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful.
No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Placing and
Placees' commitments will be made solely on the basis of the
information contained in this Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the listing rules of the FCA (the "Listing Rules")) by
or on behalf of the Company on or prior to the date of this
Announcement (the "Publicly Available Information") and subject to
any further terms set forth in the contract note or trade
confirmation sent to individual placees. Each Placee, by
participating in the Placing, agrees that it has neither received
nor relied on any information, representation, warranty or
statement made by or on behalf of Numis or the Company other than
the Publicly Available Information and none of Numis, the Company
nor any person acting on such person's behalf nor any of their
affiliates has or shall have any liability for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement. 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 Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
Details of the Agency Agreement, the Placing Shares and the
Broker Option Shares
Numis has entered into the Agency Agreement with the Company
under which it has undertaken, on the terms and subject to the
conditions set out in the Agency Agreement, to use reasonable
endeavours to procure Placees for the Placing Shares at a price of
1.5p per Placing Share (the "Placing Price") to raise gross
proceeds of approximately US$72 million. Numis has been granted an
option to increase the size of the Placing to procure Placees for
such additional number of Common Shares as will raise gross
proceeds of the Placing by US$10 million (the "Broker Option").
The Broker Option is exercisable on more than one occasion at
any time prior to 4.30 p.m. London Time on 28 October 2016. Any
Broker Option Shares issued pursuant to the exercise of the Broker
Option will be issued on the same terms and conditions as the
Placing Shares issued pursuant to the Placing. The Broker Option
may be exercised by Numis with the agreement of the Company and
there is no obligation on Numis to exercise the Broker Option or to
seek to procure subscribers for Broker Option Shares or subscribe
for any Broker Option Shares itself. Accordingly, any allocation of
Broker Option Shares is conditional upon such exercise and is
therefore not a firm allocation. The maximum number of Broker
Option Shares that may be issued pursuant to the exercise of the
Broker Option is 540,000,000.
The Placing is not being underwritten by Numis.
The Placing Shares and any Broker Option Shares will, when
issued, be fully paid and will rank pari passu in all respects with
the existing common shares in the capital 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 Placing Shares or any Broker Option Shares (as
the case may be).
As part of the Placing, the Company has agreed that it will not
issue or sell any common shares for a period of 90 days after
Admission without prior consent from Numis. This agreement is
subject to certain customary exceptions and does not prevent the
Company from granting options, and allotting and issuing common
shares pursuant to options granted to employees in the normal
course of business.
Special Meeting and Applications for admission to listing and
trading on AIM and the Toronto Stock Exchange ("TSX")
A special meeting of the Company's shareholders will be held on
or about 29 November 2016 to consider resolutions relating to the
MNG Gold Subscription and the Acquisition (the "Resolutions").
Application will be made to the London Stock Exchange for
admission to trading of the Placing Shares and any Broker Option
Shares on AIM ("Admission"), following passing of the Resolutions
by the requisite majority of the Company's shareholders.
It is expected that Admission will take place on or before 8.00
a.m. (London time) on 6 December 2016 and that dealings in the
Placing Shares and any Broker Option Shares on AIM will commence at
the same time.
The Company will apply for conditional approval of the TSX with
respect to the listing of the Placing Shares and any Broker Option
Shares, subject only to the satisfaction by the Company of
customary post-closing conditions imposed by the TSX in similar
circumstances.
Principal terms of the Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing Shares
or any Broker Option Shares.
1 Numis is acting as sole bookrunner and agent of the Company in
connection with the Placing.
2 Participation in the Placing is only available to persons who
may lawfully be, and are, invited by Numis to participate. Numis
and its affiliates are entitled to participate as principal in the
Placing.
3 The price per Placing Share (and if relevant per Broker Option
Share) (the "Placing Price") is 1.5p and is payable to Numis by all
Placees.
4 Each Placee's allocation is determined by Numis in its
discretion following consultation with the Company and has been or
will be confirmed orally by Numis and a trade confirmation will be
despatched as soon as possible thereafter. Numis' oral confirmation
to such Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a
Placee) in favour of Numis and the Company, to acquire the number
of Placing Shares (or if relevant Broker Option Shares) allocated
to it and to pay the relevant Placing Price on the terms and
conditions set out in this Appendix and in accordance with the
Company's articles of association. Except with Numis's consent,
such commitment will not be capable of variation or revocation at
the time at which it is submitted.
5 An offer to acquire Placing Shares and (if relevant) Broker
Option Shares, which has been communicated by a prospective Placee
to Numis which has not been withdrawn or revoked prior to
publication of this Announcement shall not be capable of withdrawal
or revocation immediately following the publication of this
Announcement without the consent of Numis.
6 Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to Numis, to pay to it (or as it may
direct) in cleared funds an amount equal to the product of the
Placing Price and the number of Placing Shares and (if relevant)
Broker Option Shares such Placee has agreed to acquire and the
Company has agreed to issue to that Placee.
7 Each Placee's allocation and commitment will be evidenced by a
contract note or trade confirmation issued to such Placee by Numis.
The terms of this Appendix will be deemed incorporated therein.
8 Except as required by law or regulation, no press release or
other announcement will be made by Numis 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.
9 Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all
Placing Shares and (if relevant) Broker Option Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under 'Registration and
Settlement'.
10 All obligations under the Placing will be subject to
fulfilment of the conditions referred to below under 'Conditions of
the Placing' and to the Placing not being terminated on the basis
referred to below under 'Termination of the Placing'.
11 Each Placee's rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the
Placee.
12 To the fullest extent permissible by law, neither Numis nor
any of its affiliates nor any of its or its affiliates' agents,
directors, officers or employees shall have any liability to
Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither Numis nor any of its
affiliates nor any of its or their agents, directors, officers or
employees shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of the Numis'
conduct of the Placing as Numis and the Company may agree.
Registration and Settlement
Placees will be sent a contract note or trade confirmation which
will confirm the number of Placing Shares and any Broker Option
Shares allocated to them and the aggregate amount owed by them to
Numis. Each Placee will be deemed to agree that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which they have in place with Numis or
otherwise as Numis may direct.
Settlement of transactions in the Placing Shares and any Broker
Option Shares (ISIN: CA0515471070) following Admission will take
place within the CREST system. Settlement through CREST will be on
a T+2 basis unless otherwise notified by Numis and is expected to
occur on 6 December 2016. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays
in the admission of the Placing Shares and any Broker Option Shares
to CREST or the use of CREST in relation to the Placing, the
Company and Numis may agree that the Placing Shares and any Broker
Option Shares should be issued in certificated form. Numis reserves
the right to require settlement for the Placing Shares and any
Broker Option Shares, and to deliver the Placing Shares and any
Broker Option Shares to Placees, by such other means as it deems
necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a 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, in respect of either CREST or certificated deliveries, at
the rate of 2 percentage points above prevailing LIBOR as
determined by Numis.
If Placees do not comply with their obligations Numis may sell
any or all of their Placing Shares and any Broker Option Shares on
their behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the Placing Price of each share sold
plus any interest due. Placees will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of their Placing Shares and any Broker
Option Shares on their behalf.
If Placing Shares or Broker Option Shares are to be delivered to
a custodian or settlement agent, Placees must ensure that, upon
receipt, the conditional contract note or trade confirmation is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares or Broker Option 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 Placing Shares and/or Broker Option
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 Placing.
Conditions of the Placing
The Placing is conditional upon the Agency Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Numis under the Agency Agreement are, and the
Placing is, conditional on, inter alia:
(a) the Company having delivered to Numis a certificate
certifying, inter alia, that (i) the Company has complied with all
the covenants and satisfied all the terms and conditions of the
Agency Agreement required to be complied with or satisfied prior to
the time of closing except to the extent that the same have been
waived by Numis, (ii) no transaction out of the ordinary course of
business, material to the Company, taken as a whole, has been
entered into by the Company or its material subsidiaries or has
been approved by the management of any of them and (iii) the
representations and warranties of the Company contained in the
Agency Agreement, and in any certificates of the Company delivered
pursuant to or in connection with the Agency Agreement, are true
and correct as at the time such representations and warranties are
made;
(b) the Placing Shares and any Broker Option Shares having been
conditionally approved for listing on the TSX, subject only to the
Standard Listing Conditions;
(c) the MNG Gold Subscription Agreement and the Acquisition
Agreement, having been executed and delivered by the Company in
form and substance satisfactory to Numis and its counsel, acting
reasonably;
(d) all conditions required to complete the MNG Gold
Subscription having been satisfied or waived (and, if waived, such
waiver(s) having been disclosed in writing to and approved by
Numis) (save for any condition relating to the Agency Agreement
becoming unconditional;
(e) all conditions required to complete the Acquisition having
been satisfied or waived (and, if waived, such waiver(s) having
been disclosed in writing to and approved by Numis) (save for (i)
any condition relating to the Agency Agreement becoming
unconditional and (ii) the satisfaction of the Company's obligation
to pay the consideration under the Acquisition Agreement);
(f) the Company issuing and allotting the Placing Shares and
(where relevant) the Broker Option Shares, subject only to
Admission;
(g) the Company having received all required shareholder and
regulatory approvals (including approval of the TSX) in respect of
the MNG Gold Subscription and the MNG Gold Subscription being
exempt from, the valuation requirements of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101") and the Company complying with the
minority approval requirements of MI 61-101 in respect thereof;
(h) Admission taking place not later than 8.00 a.m. (London time) on 6 December 2016; and
(i) the Project Finance Loan Facilities Waiver Letter being
valid and enforceable in accordance with its terms and having not
been terminated by the Company's lenders and the Company having
provided to Numis written confirmation from the Company's lenders
in form and substance satisfactory to Numis in that regard,
(all conditions to the obligations of Numis included in the
Agency Agreement being together, the "conditions"). Numis and the
Company may agree to extend the time and/or date by which any
condition is required to be fulfilled to no later than 8.00 a.m on
6 February 2017.
If any of the conditions set out in the Agency Agreement is not
fulfilled or, where permitted, waived to the extent permitted by
law or regulations in accordance with the Agency Agreement within
the stated time periods (or such later time and/or date as the
Company and Numis may agree), or the Agency Agreement is terminated
in accordance with its terms (as to which, see the "Termination of
the Placing" section below), the Placing will lapse and the
Placee's rights and obligations shall cease and terminate at such
time and each Placee agrees that no claim can be made by or on
behalf of the Placee (or any person on whose behalf the Placee is
acting) in respect thereof.
By participating in the Placing, each Placee agrees that its
rights and obligations cease and terminate only in the
circumstances described above and under "Termination of the
Placing" below and will not be capable of rescission or termination
by it.
Numis may, at its absolute discretion and upon such terms as it
thinks appropriate, waive fulfilment of all or any of the
conditions in the Agency Agreement in whole or in part (to the
extent permitted by law or regulation) or extend the time provided
for fulfilment of any such conditions in respect of all or any part
of the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Appendix.
Neither Numis nor any of its affiliates nor any of its or its
affiliates' agents, directors, officers or employees nor the
Company 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 any of them may make as to whether or not
to waive or to extend the time and/or date for the satisfaction of
any condition to the Placing nor for any decision any of them may
make as to the satisfaction of any condition or in respect of the
Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of
Numis and the Company.
Termination of the Placing
Numis may in its absolute discretion terminate the Agency
Agreement at any time up to and including Admission in certain
circumstances, including (among others):
(a) the Company shall be in a breach or default under or
non-compliance with any warranty representations, term or condition
of the Agency Agreement; 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 Placing 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; or
(c) 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 Numis), which has not
been rescinded, revoked or withdrawn and which, in the opinion of
Numis, acting reasonably, operates to prevent or materially
restrict the distribution of the Placing Shares into any
jurisdiction in which they have been lawfully offered or would
prevent or materially restrict the distribution of the Placing
Shares under the Agency Agreement or would prevent or materially
restrict trading in the Placing Shares or would reasonably be
expected to materially adversely affect the market price or value
of the Placing Shares; or
(d) there should occur any material change, change of a material
fact, occurrence or event or any development that would reasonably
be expected to result in a material change or change of a material
fact (other than a change related solely to information provided by
Numis) which, in the opinion of Numis, acting reasonably, has or
would be expected to have a material adverse effect on or change to
certain aspects of the business of the Company and its subsidiaries
or material adverse effect on the market price or value of any of
the Placing Shares; or
(e) there should develop, occur or come into effect or existence
any event, action, state, condition or major financial occurrence
of national or international consequence or any law or regulation
or any international crisis, act of terrorism or outbreak of
hostilities which, in the opinion of Numis, acting reasonably,
seriously adversely affects or may seriously adversely affect the
financial markets in Canada, the United States or the United
Kingdom or the business, operations or affairs of the Company and
its subsidiaries, taken as a whole, or the market price, value of
any of the Placing Shares; or
(f) the Company is required to publish a supplementary circular.
If the Agency Agreement is terminated in accordance with its
terms, the rights and obligations of each Placee in respect of the
Placing as described in this Announcement shall cease and terminate
at such time and no claim may be made by any Placee in respect
thereof.
By participating in the Placing, each Placee agrees with the
Company and Numis that the exercise by the Company or Numis of any
right of termination or any other right or other discretion under
the Agency Agreement shall be within the absolute discretion of the
Company or Numis (as the case may be) and that neither the Company
nor Numis need make any reference to such Placee and that none of
the Company, Numis, their respective affiliates or their or their
respective affiliates' agents, directors, officers or employees,
respectively, shall have any liability to such Placee (or to any
other person whether acting on behalf of a Placee or otherwise)
whatsoever in connection with any such exercise.
By participating in the Placing, each Placee agrees that its
rights and obligations terminate only in the circumstances
described above and under the "Conditions of the Placing" above and
will not be capable of rescission or termination by it after oral
confirmation by Numis of its allocation.
Representations, warranties and further terms
By participating in the Placing, each prospective Placee (and
any person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective
Placee) that:
1 it has read and understood this Announcement in its entirety
and that its acquisition of the Placing Shares (or as the case may
be Broker Option Shares) is subject to and based upon all the
terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained in this Appendix and that it has not relied on, and will
not rely on, any information given or any representations,
warranties or statements made at any time by any person in
connection with Admission, the Placing, the Company, the Common
Shares, or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;
2 it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or
other offering document has been or will be prepared in connection
with the Placing;
3 the Company's common shares are admitted to trading on AIM,
and that the Company is therefore required to publish certain
business and financial information in accordance with the AIM
Rules, which includes a description of the nature of the Company's
business, the Company's most recent balance sheet and profit and
loss account, the Company's announcements and circulars and the
Company's AIM admission document and that it is able to obtain or
access such information without undue difficulty and has read and
understood such information;
4 neither Numis nor the Company nor any of their respective
affiliates, or their or their respective affiliates' agents,
directors, officers or employees, respectively, nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or Broker Option
Shares or the Company or any other person other than the
information in this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and (if relevant) the Broker Option Shares; nor has
it requested Numis, the Company, any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
5 neither Numis nor any person acting on its behalf nor any of
its affiliates, or its or its affiliates, agents, directors,
officers or employees, has or shall have any liability for this
Announcement or any other Publicly Available Information, or any
representation relating to the Company, provided that nothing in
this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
6 the content of this Announcement and the Publicly Available
Information has been prepared by and is exclusively the
responsibility of the Company and that neither Numis nor any
persons acting on its behalf are responsible for or have or shall
have any liability for any information or representation, warranty
or statement relating to the Company contained in this Announcement
or any other Publicly Available Information, nor will they be
liable for any Placee's decision to participate in the Placing
based on any information, representation, warranty or statement
contained in this Announcement, any other Publicly Available
Information or otherwise. Nothing in this Appendix shall exclude
any liability of any person for fraudulent misrepresentation;
7 it is not, and at the time Admission becomes effective will
not be, a resident of Australia, Canada, South Africa, New Zealand,
or Japan;
8 the Placing Shares and any Broker Option Shares are being
offered and sold only outside the United States in "offshore
transactions" as defined in, and in accordance with, Regulation S
under the Securities Act. It and any account for which it is acting
is outside the United States and acquiring the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S under the Securities Act;
9 it (i) has such knowledge and experience in financial and
business matters to be capable of evaluating the merits and the
risks of an investment in the Common Shares, (ii) will not look to
Numis for all or part of any such loss it may suffer, (iii) is able
to bear the economic risk of an investment in the Common Shares,
(iv) is able to sustain a complete loss of the investment in the
Common Shares and (v) has no need for liquidity with respect to its
investment in the Common Shares;
10 (i) the only information on which it is entitled to rely and
on which it has relied in committing to subscribe for the Placing
Shares or Broker Option Shares (as the case may be) is contained in
this Announcement, the Publicly Available Information such
information being all that it deems necessary to make an investment
decision in respect of the Common Shares and it has made its own
assessment of the Company, the Common Shares and the terms of the
Placing based on Publicly Available Information, (ii) Numis and the
Company (or any of their respective affiliates) have not made any
representation to it, express or implied, with respect to the
Company, the Placing, the Placing Shares or any Broker Option
Shares or the accuracy, completeness or adequacy of the Publicly
Available Information, (iii) it has conducted its own investigation
of the Company, the Placing and the Common Shares, satisfied itself
that the information is still current and relied on that
investigation for the purposes of its decision to participate in
the Placing and (iv) it has not relied on any investigation that
Numis or any person acting on its behalf may have conducted with
respect to the Company, the Placing or the Placing Shares (or the
Broker Option Shares);
11 neither the Placing Shares nor the Broker Option Shares have
been registered or otherwise qualified, and will not be registered
or otherwise qualified, for offer and sale nor will a prospectus be
cleared or approved in respect of any of the Placing Shares or
Broker Option Shares under the securities laws of the United
States, or any state or other jurisdiction of the United States,
nor approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this Announcement. The Placing Shares
and Broker Option Shares have not been registered or otherwise
qualified for offer and sale nor will a prospectus be cleared or
approved in respect of the Placing Shares or Broker Option Shares
under the securities laws of Australia, Canada, South Africa, New
Zealand or Japan and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred,
directly or indirectly, within the United States, Australia,
Canada, South Africa, New Zealand or Japan or in any country or
jurisdiction where any action for that purpose is required;
12 it and/or each person on whose behalf it is participating:
(a) is entitled to acquire Placing Shares (or Broker Option
Shares, as the case may be) pursuant to the Placing under the laws
and regulations of all relevant jurisdictions;
(b) has fully observed such laws and regulations;
(c) has capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Placing Shares (or Broker
Option Shares, as the case may be) and will honour such
obligations; and
(d) has obtained all necessary consents and authorities
(including, without limitation, in the case of a person acting on
behalf of a Placee, all necessary consents and authorities to agree
to the terms set out or referred to in this Appendix) to enable it
to enter into the transactions contemplated hereby and to perform
its obligations in relation thereto;
13 it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other
presentational or other materials concerning the Placing in or into
the United States (including electronic copies thereof) to any
person, and it has not distributed, forwarded, transferred or
otherwise transmitted any such materials to any person;
14 the Placing Shares (or Broker Option Shares, as the case may
be) 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 Placing;
15 none of Numis, its affiliates and any person acting on its
behalf is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of Numis and that
Numis has no duties or responsibilities to it for providing the
protections afforded to Numis' clients or customers or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Agency Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
16 it will make payment to Numis (as Numis may direct) for the
Placing Shares (or Broker Option Shares, as the case may
be)allocated to it in accordance with the terms and conditions of
this Announcement on the due times and dates set out in this
Announcement, failing which the relevant Placing Shares (or Broker
Option Shares, as the case may be)may be placed with others on such
terms as Numis may determine in its absolute discretion without
liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of
such Placing Shares (or Broker Option Shares, as the case may
be)and may be required to bear any stamp duty or stamp duty reserve
tax (together with any interest or penalties due pursuant to the
terms set out or referred to in this Announcement) which may arise
upon the sale of such Placee's Common Shares on its behalf;
17 its allocation (if any) of Placing Shares (or Broker Option
Shares, as the case may be) will represent a maximum number of
Placing Shares (or Broker Option Shares, as the case may be) which
it will be entitled, and required, to acquire or subscribe for, and
that it may be called upon to acquire or subscribe for a lower
number of Placing Shares and/or Broker Option Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
18 no action has been or will be taken by any of the Company,
Numis or any person acting on behalf of the Company or Numis that
would, or is intended to, permit a public offer of the Placing
Shares or Broker Option Shares in the United States or in any
country or jurisdiction where any such action for that purpose is
required;
19 the person who it specifies for registration as holder of the
Placing Shares (or Broker Option Shares, as the case may be) will
be (i) the Placee or (ii) a nominee of the Placee, as the case may
be. Numis and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. It agrees to acquire Placing Shares or
Broker Option Shares pursuant to the Placing on the basis that the
Placing Shares or Broker Option Shares will be allotted to a CREST
stock account of Numis who will hold them as nominee directly or
indirectly on behalf of the Placee until settlement in accordance
with its standing settlement instructions with it;
20 the allocation, allotment, issue and delivery to it, or the
person specified by it for registration as holder, of Placing
Shares (or Broker Option Shares, as the case may be) will not give
rise to a stamp duty or stamp duty reserve tax liability under (or
at a rate determined under) any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depository receipts and clearance services) and
that it is not participating in the Placing as nominee or agent for
any person or persons to whom the allocation, allotment, issue or
delivery of Placing Shares (or Broker Option Shares, as the case
may be) would give rise to such a liability;
21 it and any person acting on its behalf falls within Article
19(5) and/or 49(2) of the Order, as amended, and undertakes that it
will acquire, hold, manage and (if applicable) dispose of any
Placing Shares (or Broker Option Shares, as the case may be) that
are allocated to it for the purposes of its business only;
22 it has not offered or sold and will not offer or sell any
Placing Shares (or Broker Option Shares, as the case may be) to
persons in the United Kingdom 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 and which will not result in an offer to the
public in the United Kingdom within the meaning of section 85 (1)
of FSMA;
23 if within the EEA, it is a Qualified Investor as defined in
section 86(7) of FSMA, being a person falling within Article 2.1(e)
of the Prospectus Directive;
24 it has only communicated or caused to be communicated and it
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 Placing Shares or Broker Option
Shares in circumstances in which section 21(1) of FSMA does not
require approval of the communication by an authorised person;
25 it has complied and it will comply with all applicable laws
with respect to anything done by it or on its behalf in relation to
the Placing Shares and Broker Option Shares (including all relevant
provisions of MAR, FSMA and the Financial Services Act 2012 in
respect of anything done in, from or otherwise involving the United
Kingdom);
26 if it is a financial intermediary, as that term is used in
Article 3(2) of the Prospectus Directive (including any relevant
implementing measure in any member state), the Placing Shares (or
Broker Option Shares, as the case may be) acquired by it in the
Placing 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 EEA which has implemented the
Prospectus Directive other than qualified investors, or in
circumstances in which the express prior written consent of Numis
has been given to the offer or resale.
27 it has not offered or sold and will not offer or sell any
Placing Shares or Broker Option 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 purpose of
their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in any
member state of the EEA;
28 if it has received any confidential price sensitive
information about the Company in advance of the Placing, it has
not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company;
or (c) disclosed such information to any person, prior to the
information being made publicly available;
29 neither Numis, the Company nor any of their respective
affiliates, or their or their respective affiliates' agents,
directors, officers or employees, respectively, nor any person
acting on behalf of such persons is making any recommendation to
it, advising it regarding the suitability of any transaction it may
enter into in connection with the Placing nor providing advice in
relation to the Placing nor in respect of any representation,
warranty, acknowledgement, agreement, undertaking or indemnity
contained in the Agency Agreement nor the exercise or performance
of any of Numis' rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination
right;
30 acknowledges and accepts that Numis may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the Placing Shares, Broker Option Shares and/or
related instruments for their own account for the purpose of
hedging their underwriting exposure or otherwise and, except as
required by applicable law or regulation, Numis will not make any
public disclosure in relation to such transactions;
31 it has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act
2002, the Criminal Justice Act 1993, the Terrorism Act 2000, the
Terrorism Act 2006 and the Money Laundering Regulations 2007 and
any related or similar rules, regulations or guidelines issued,
administered or enforced by any government agency having
jurisdiction in respect thereof (together 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;
32 its commitment to acquire Placing Shares (and/or Broker
Option Shares, as the case may be) on the terms set out in this
Announcement will continue notwithstanding any amendment that may
in future be made to the terms and conditions of the Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's or Numis'
conduct of the Placing;
33 it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of acquiring the Placing Shares and Broker Option
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 is able to
sustain, a complete loss in connection with the Placing. It has
relied upon its own examination and due diligence of the Company
and its affiliates taken as a whole, and the terms of the Placing,
including the merits and risks involved;
34 the Company, Numis and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to Numis on its
own behalf and on behalf of the Company and are irrevocable;
35 if it is acquiring the Placing Shares (or Broker Option
Shares, as the case may be) as a fiduciary or agent for one or more
investor accounts, it has full power and authority to make, and
does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts;
36 time is of the essence as regards its obligations under this Appendix;
37 any document that is to be sent to it in connection with the
Placing will be sent at its risk and may be sent to it at any
address provided by it to Numis;
38 the Placing Shares (or Broker Option Shares, as the case may
be) will be issued subject to the terms and conditions set out in
this Appendix; and
39 this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law. All
agreements to acquire shares pursuant to the Placing will be
governed by English law and the English courts shall have exclusive
jurisdiction in relation thereto except that proceedings may be
taken by the Company or Numis 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.
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) agrees to indemnify and hold the
Company, Numis and each of their respective affiliates and each of
their and their respective affiliates' agents, directors, officers
and employees, respectively, 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 given by the Placee in this Appendix and further
agrees that the provisions of this Appendix shall survive after
completion of the Placing.
The agreement to allot and issue Placing Shares (or Broker
Option Shares, as the case may be) to Placees (or the persons for
whom Placees are contracting as agent) free of stamp duty and stamp
duty reserve tax in the UK relates only to their allotment and
issue to Placees, or such persons as they nominate as their agents,
directly by the Company. Such agreement assumes that the Placing
Shares (or Broker Option Shares, as the case may be) are not being
acquired in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares (or Broker Option
Shares) into a clearance service. If there were any such
arrangements, or the settlement related to other dealings in the
Placing Shares or Broker Option Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor Numis
would be responsible. If this is the case, it would be sensible for
Placees to take their own advice and they should notify Numis
accordingly. In addition, Placees should note that they will be
liable for any capital duty, 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
acquisition by them of any Placing Shares, Broker Option Shares or
the agreement by them to acquire any Placing Shares or Broker
Option Shares and each Placee, or the Placee's nominee, in respect
of whom (or in respect of the person for whom it is participating
in the Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares and/or Broker Option Shares has
given rise to such non-UK stamp, registration, documentary,
transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable),
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Numis in the event that either the Company
and/or Numis have incurred any such liability to such taxes or
duties.
The representations, warranties, acknowledgements and
undertakings contained in this Appendix are given to Numis for
itself and on behalf of the Company and are irrevocable.
Numis is authorised and regulated by the FCA in the United
Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing and Admission and will not regard
any other person (whether or not a recipient of this document) as a
client in relation to the Placing and will not be responsible to
anyone (including Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or other matters referred to in this
Announcement.
Each Placee and any person acting on behalf of the Placee
acknowledges that Numis does not owe any fiduciary or other duties
to any Placee in respect of any representations, warranties,
undertakings, acknowledgements or agreements or indemnities in the
Agency Agreement.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Numis may (at its absolute discretion)
satisfy its obligations to procure Placees by itself agreeing to
become a Placee in respect of some or all of the Placing Shares
and/or Broker Option Shares or by nominating any connected or
associated person to do so.
When a Placee or any person acting on behalf of the Placee is
dealing with Numis, any money held in an account with Numis 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 relevant rules and regulations of the FCA which therefore will
not require Numis to segregate such money, as that money will be
held by it under a banking relationship and not as trustee.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance and persons needing advice should consult an
independent financial adviser.
All times and dates in this Announcement may be subject to
amendment. Numis will notify Placees and any persons acting on
behalf of the Placees of any changes.
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.
Definitions
In this Announcement (including the Appendix), save where the
context requires otherwise:
AIM AIM, a market operated by the
London Stock Exchange
Acquisition the acquisition by Bea Mountain
Mining Corporation (a subsidiary
of the Company) of certain assets
relating to the New Liberty Gold
Project from Atmaca Services (Liberia)
Inc
Acquisition the agreement entered into between
Agreement Bea Mountain Mining Corporation
and Atmaca Services (Liberia)
Inc on or around the date of the
Agency Agreement to effect the
Acquisition
Broker Option up to 540,000,000 Common Shares
Shares to be issued upon exercise of
the Broker Option
Common Shares common shares in the capital of
the Company
MAR Regulation (EU) No. 596/2014 on
market abuse and any delegated
or implementing regulations made
thereunder (each as amended from
time to time)
MNG Gold MNG Gold Jersey Limited
MNG Gold Subscription the subscription of 3,250,000,000
Common Shares by MNG Gold at the
Placing Price
MNG Gold Subscription the agreement entered into between
Agreement the Company and MNG Gold on or
around the date of the Agency
Agreement to effect the MNG Gold
Subscription
Placing the conditional placing of Placing
Shares and/or Broker Option Shares
Placing Shares 650,000,000 Common Shares (other
than the Broker Option Shares)
to be issued pursuant to the Placing
Project Finance the waiver letter addressed to
Loan Facilities the Company from Nedbank Limited
Waiver Letter (as agent for the Company's lenders)
dated 12 October 2016 (as referred
to in the Announcement)
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGGGWPUUPQUBC
(END) Dow Jones Newswires
October 14, 2016 05:30 ET (09:30 GMT)
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