Underwriting Agreement in Connection With Offering to Raise Approximately US$80 Million
TORONTO, ONTARIO--(Marketwire - Nov. 2, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.
Aureus Mining Inc. (TSX:AUE)(AIM:AUE) ("Aureus" or the "Company") announces that in connection with its previously announced offering on 1 November 2012, it has entered into an underwriting agreement with GMP Securities L.P., RBC Capital Markets and Clarus Securities Inc. (the "Underwriters") to sell 15,000,000 Units (as defined below) at a price of C$0.80 per Unit pursuant to a short form prospectus offering in Canada for gross proceeds of C$12.0 million (the "Prospectus Offering") and 84,700,000 Units at a price of GBP 0.50 per Unit pursuant to a concurrent private placement offering to investors in jurisdictions outside of Canada for gross proceeds of approximately GBP 42.4 million (the "Private Placement", and together with the Prospectus Offering, the "Offering"). Pursuant to the Offering the Company will raise aggregate gross proceeds of approximately US$80 million, to be applied to the development of the New Liberty Gold Project in Liberia ("New Liberty") and for general corporate purposes.
Each Unit is comprised of one common share of the Company (each, a "Common Share") and one-quarter of one common share purchase warrant of the Company (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of GBP 0.625 (or the prevailing C$ equivalent thereof) for a period of 18 months from the date on which the Offering closes (the "Closing Date").
The Company has granted the Underwriters an option to purchase for re-sale additional Common Shares and Warrants (in any combination thereof) to raise additional gross proceeds of up to 15% of the gross proceeds raised from the sale of the Units pursuant to the Prospectus Offering, to cover over-allotments and for market stabilization purposes, exercisable at the Unit offering price in whole or in part, at any time and from time to time, for a period of up to 30 days after the Closing Date.
The Company will file an amended and restated preliminary short form prospectus in connection with the Prospectus Offering (the "Amended Preliminary Prospectus") today, which is still subject to completion or amendment. A copy of the Amended Preliminary Prospectus will be available to download from www.sedar.com once filed. There will not be any sale or any acceptance of an offer to buy Units under the Prospectus Offering until a receipt for the final prospectus (the "Final Prospectus") has been issued.
The closing of Offering remains subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the applicable securities regulatory authorities, the Toronto Stock Exchange ("TSX"), and the admission of the Common Shares issued pursuant to the Prospectus Offering and Private Placement to trading on the AIM market of the London Stock Exchange ("AIM"). The closing of the Offering is expected to occur on or about 16 November, 2012, or such other date as the Company and the Underwriters may agree.
The Common Shares issued pursuant to the Prospectus Offering will, when issued, be credited as fully paid and will rank pari passu in all respects with the Common Shares of the Company, including the right to receive all dividends and other distributions declared after the date of their issue. The Common Shares allocated pursuant to the Private Placement will be allotted and issued to Computershare Investor Services PLC as nominee and the Company will procure that dematerialised depositary interests ("Depositary Interests") representing Common Shares are allocated and delivered in accordance with the terms and conditions of the Private Placement. Holders of such Depositary Interests will be entitled to receive notices of meetings and other notices issued by the Company, exercise the voting rights attached to the underlying Common Shares and receive any dividends paid by the Company from time to time to its shareholders. The Depositary Interests will have the same security code (ISIN) as the underlying Common Shares. The Depositary Interests and any Common Shares issued on the exercise of share purchase warrants issued pursuant to the Private Placement will be subject to a hold period preventing sales on the TSX or otherwise in Canada for four months plus one day from the Closing Date. There is no restriction on sales on AIM.
Pursuant to the Private Placement, certain directors of the Company have committed to subscribe for Units in the Offering at GBP 0.50 per Unit as follows:
Director Units Subscribed for
David Reading 75,000
Luis da Silva 10,000
The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold 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 applicable state laws. No public offering of securities will be made in the United States.
The securities offered pursuant to the Private Placement are only being offered to persons in the United Kingdom who are "qualified investors" within the meaning of Section 86(7) of the U.K. Financial Services and Markets Act 2000 ("FSMA") and who fall within the categories of persons referred to in Article 19 (Investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of the FSMA (Financial Promotion) Order 2005.
Neither the Amended Preliminary Prospectus nor the Final Prospectus is, nor will be, a prospectus for the purposes of Section 85(1) of FSMA and, accordingly, neither document will be examined or approved as a prospectus by the United Kingdom Financial Services Authority (the "FSA") under Section 87A FSMA or by the London Stock Exchange nor will either document be filed with the FSA pursuant to the rules published by the FSA implementing the Prospectus Directive (2003/71/EC) or approved by a person authorized under FSMA, for the purposes of Section 21 FSMA.
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; economic conditions, availability and cost of financing; 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.
GMP Securities Europe LLP ("GMP Europe"), which is a member company of GMP Securities L.P, is authorised and regulated in the United Kingdom by the Financial Services authority and acting as joint broker to the Company in respect of the Private Placement within the United Kingdom but has not authorised the contents of, or any part of, and no liability or responsibility whatsoever is accepted by GMP Europe for the accuracy of any information or opinions contained in either the Amended Preliminary Prospectus or the Final Prospectus or for the omission of any information therein. No representation or warranty, express or implied, is made by GMP Europe as to any of the contents of either the Amended Preliminary Prospectus or the Final Prospectus.
RBC Europe Limited ("RBC"), which trades as RBC Capital Markets, is authorised and regulated in the United Kingdom by the Financial Services authority and acting as Nominated Adviser and joint broker to Aureus in respect of the Private Placement within the United Kingdom but has not authorised the contents of, or any part of, the Amended Preliminary Prospectus or the Final Prospectus and no liability or responsibility whatsoever is accepted by RBC for the accuracy of any information or opinions contained in either the Amended Preliminary Prospectus or the Final Prospectus or for the omission of any information therein. No representation or warranty, express or implied, is made by RBC as to any of the contents of either the Amended Preliminary Prospectus or the Final Prospectus.
Each of the Underwriters are acting for Aureus 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 RBCD or RBC nor for providing advice to any other person in relation to the Offering or any other matter referred to herein.
In Canada only, in connection with the Prospectus Offering, the Underwriters may over-allot or effect transactions with a view to supporting the market price of the Common Shares at a level higher than that which might otherwise prevail in the open market. However, there may be no obligation on the Underwriters to do this. Such transactions may only be commenced within the period between the date of this announcement and the date which falls no later than 30 calendar days from the Closing Date. Such transactions, if commenced, may be discontinued at any time. The stabilization manager is GMP Securities L.P.
No market stabilization activities will be carried out in respect of the Private Placement in the United Kingdom.
FOR FURTHER INFORMATION PLEASE CONTACT:
Aureus Mining Inc.
David Reading / Jeremy Cave
+44(0) 20 7 010 7690
RBC Capital Markets (Nominated Adviser and Joint Broker)
Martin Eales / Richard Hughes
+44(0) 20 7653 4000
Bobby Morse / Louise Mason / Gordon Poole
+44(0) 20 7466 5000
GMP Securities Europe LLP (Joint Broker)
Richard Greenfield / Alexandra Carse
+44(0) 20 7647 2800