AMER.L Regulatory News (AMER)

10 October 2012

Amerisur Resources Plc ("Amerisur" or the "Company")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Placing to raise approximately US$40 million

Highlights

·; Intention to raise approximately US$40 million (approximately GBP25 million) by way of the issue and sale of new ordinary shares in the Company

·; Funds to be used to accelerate growth profile and access new opportunities within its areas of core presence and expertise

o Approximately $25m to allow fully financed bids required in the next Colombian licensing round in October 2012 - a number of potentially attractive exploration blocks identified

o Approximately $3m to accelerate additional drilling and well completion work in the Platanillo field, in particular the workover and potential sidetrack of the legacy wells Platanillo-2 and Alea-1, and also the re-entry of well Platanillo-1 and acquisition of a further 45km2 of 3D/3C seismic data in the north of the contract area

o Approximately $12m on geophysical studies, data acquisition (both gravity and seismic) and to drill one well in Paraguay

Amerisur announces today its intention to raise approximately US$40 million (approximately GBP25 million) by way of the issue and sale of new ordinary shares (the "Placing Shares") in the Company (the "Placing"), with both new and existing investors.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated book-building process (the "Bookbuild") to be carried out by RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is acting as broker (the "Broker"). The book will open with immediate effect. 

The timing of the closing of the book, pricing and allocations are at the discretion of RBC in consultation with Amerisur. The number of Placing Shares and the price at which the Placing Shares are to be placed (the "Placing Price") are subject to agreement between each of the Company and RBC at the close of the Bookbuild. Details of the number of Placing Shares and the Placing Price will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the then existing ordinary shares of 0.1p each in the capital of the Company ("Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing will be made on a non pre-emptive basis.

The Company will apply for admission of the Placing Shares to trading on the AIM market operated by the London Stock Exchange ("Admission"). It is expected that Admission and settlement will take place and that trading will commence on or around 16 October 2012. As part of the Placing, the Company has agreed that it will not issue or sell any Shares for a period of 90 days after Admission without the prior consent of RBC.

The Placing is conditional upon, amongst other things, agreement of the Placing Price and Admission becoming effective. The Placing is also conditional on the placing agreement entered into today between the Company and RBC becoming wholly unconditional and not being terminated in accordance with its terms. 

The Directors have considered the most appropriate method to conduct the fundraising, including carrying out a placing and open offer or a rights issue. The Directors concluded that the time and costs associated with a pre-emptive offering were not in the best interests of the Company. After careful consideration, they concluded that the benefit of minimising the costs of the fundraising by way of a non pre-emptive cash placing would be in the best interests of the Company. 

The Appendix to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given ("Placees") will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and deemed to be making an offer on the Terms and Conditions set out herein and providing the representations and warranties, acknowledgments and undertakings contained in the Appendix. 

Update on Current Operations

Platanillo

The Company continues its successful drilling programme in the Platanillo field. On 3 October 2012 and 5 October 2012 the Company announced that its Platanillo-5 well had encountered an interval of 99ft gross, 79ft net oil bearing pay in the U sands of the Villeta formation and flowed 31.8°API oil with trace water at 2,472 BOPD in natural flow. Producing at a controlled rate of 1,500 BOPD, this increased the total controlled net field production to around 3,500 BOPD. The Company has the objective of delivering 5,000 BOPD by the end of the year and expects to complete a further 2 wells before the end of 2012. The Company also plans to design and acquire additional 3D/3C data in the very north of the Platanillo contract area, over approximately 38-45km2. This area was outside, or covered by low-fold data, in the 125km2 3D/3C programme acquired in 2010, and which the Company considers to be highly prospective.

Fenix

As announced in the Company's interim report, Amerisur has reached agreement in principle with PetroGranada to farm out a participation in the Fenix block in exchange for a work programme funded by PetroGranada. PetroGranada is currently completing contractual due diligence and setting up its operating vehicle in Colombia. Once the final evaluations are completed the Company expects to announce the signing of the definitive agreements during Q4 2012. 2D seismic data in the southern portion of the block will be acquired by Amerisur in Q4 2012 in order to expedite the programme while weather conditions are favourable. Should PetroGranada enter the contract, a substantial part of the cost of that programme will be reimbursed to Amerisur.

Paraguay

As detailed in the Use of Proceeds paragraph below, the Company intends to advance rapidly its plans for seismic and other geophysical work on its Paraguayan blocks over the coming months. The Board is also considering recent offers from third parties to farm in to the Paraguayan acreage and should any agreement by concluded the Company would expect to receive cash payments for back costs incurred.

Use of proceeds

The Company plans to accelerate its growth profile and access new opportunities within its areas of core presence and expertise.

Colombia - 2012 Bid Round

The Agencia Nacional De Hydrocarburos ("ANH") in Colombia is organising 'Ronda Colombia 2012' ("Ronda") later this month in which a total of 98 onshore and 11 offshore blocks in the country are on offer to oil and gas companies. In order to be successful, winning bidders must present a fully financed bid and detailed additional work programme. Amerisur has identified a number of potentially attractive exploration blocks within Colombia that are available in the Ronda and will seek to acquire an interest in these blocks via the Ronda itself, or via farm in agreements with other Companies that acquire the blocks. Whilst the Company is currently cash generative and had approximately $11 million in cash as at the interim accounts date of 30 June 2012, its current resources are not sufficient to cater for the expected bid size required for the Company to acquire the blocks it is interested in and therefore approximately $25 million of the Placing proceeds will be used for this purpose.

Colombia - Additional work on Platanillo field

The majority of the Company's current cash resources and cash flow from production is to be allocated to the current 8 well programme at Platanillo. An additional $3 million of Placing proceeds would allow an acceleration of additional drilling and well completion work in the Platanillo field, in particular the workover and potential sidetrack of the legacy wells Platanillo-2 and Alea-1, and also the re-entry of well Platanillo-1. In addition, the Company plans to acquire a further 45km2 of 3D/3C seismic data in the north of the contract area.

Paraguay

Whilst the Company maintains its current 100% ownership of its 5 blocks in Paraguay it intends to spend approximately $12 million on geophysical studies, data acquisition (both gravity and seismic) and to drill one well. The Company will pay particular attention to the evaluation of the potential for unconventional hydrocarbon resources.

Giles Clarke, Chairman of Amerisur, said: "We continue to deliver excellent results to our shareholders from our Platanillo drilling programme and we are proposing to raise funds to accelerate and extend our work in Colombia. We are also keen to accelerate our work programme in Paraguay such that we can drill a well there in the near term."

ENQUIRIES

IMPORTANT NOTICES

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations, financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding the Company's probable, inferred or contingent oil and gas resources or reserves, future financial position, income growth, impairment charges, business strategy, projected levels of growth, projected costs, estimates of capital expenditure, and plans, dividend growth and objectives for future operations of the Company and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, UK domestic and global economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements which are not guarantees of future performance. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FSA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. 

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction, including, without limitation, the United States, Australia, Canada or Japan, in which such offer, solicitation or sale is or may be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (a "Prohibited Jurisdiction"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This Announcement has been issued by and is the sole responsibility of the Company. 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by RBC or by any of its Affiliates (as defined in the Appendix below) or agents as to, or in relation to, the accuracy or completeness of this Announcement, including the Appendix, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefor is expressly disclaimed. 

RBC Europe Limited, trading as RBC Capital Markets, which is authorised and regulated in the United Kingdom by the FSA, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to customers of RBC or for providing advice to any other person in relation to the Placing or any other matter referred to herein. 

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company or the Broker or any of their respective Affiliates that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and RBC to inform themselves about and to observe such restrictions. 

The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of the shares. No statement in this Announcement is intended to be a profit forecast or profit estimate.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHO ARE: (A) (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(1) OR ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER, OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (B) (I) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE")), AND/OR (II) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 

Placees will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making their commitment in respect of the Placing on the Terms and Conditions, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix. In particular, each such Placee represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, purchase, subscribe for, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business; and (ii) outside the United States and is acquiring beneficial ownership of Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion in an "offshore transaction" (meeting the requirements of Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). 

This Announcement, including the Appendix, is not for distribution, directly or indirectly, in or into the United States (such term to be understood throughout this Announcement and the Appendix as including the United States' territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any jurisdiction into which the same would be unlawful. This Announcement does not constitute or form part of an offer or solicitation to acquire shares in the capital of the Company in the United States, Canada, Australia or Japan or any jurisdiction in which such an offer or solicitation is unlawful. In particular, the Placing Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Placing Shares referred to in this Announcement are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S under the Securities Act) meeting the requirements of Regulation S under the Securities Act. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. 

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada or Japan.

Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction outside the United Kingdom.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any 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. Any representation to the contrary is unlawful.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action. 

Residents of South Africa are subject to exchange control regulations as issued from time to time by the Exchange Control Division of the SARB and are advised to seek independent advice regarding any permissions that may be required of the Exchange Control Division of the SARB with regard to the acquisition of Placing Shares by any resident of South Africa. To the extent that Placing Shares are offered for subscription, acquisition or sale in South Africa, such offer is being effected in terms of section 144 of the South African Companies Act and does not constitute an offer to the public or any sector of the public within the meaning of the South African Companies Act.

This Announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. This Announcement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Announcement nor taken steps to verify the information set forth herein and has no responsibility for this Announcement. The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective subscribers of the Placing Shares offered should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement you should consult an authorised financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX

TERMS AND CONDITIONS - IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Details of the Placing

RBC (the "Broker") has today entered into an agreement with Amerisur (the "Placing Agreement") under which, subject to the conditions set out therein, the Broker has agreed to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.

The Placing is conditional upon, among other things, Admission becoming effective and the Placing Agreement becoming unconditional in all respects. It is expected that the settlement date will be 16 October 2012.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of Amerisur including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that for a period of 90 days after Admission, it will not issue, offer to sell, grant any option for the sale or issue of, or otherwise dispose of, any ordinary shares or any securities convertible into ordinary shares, without the prior written consent of the Broker. These agreements are subject to certain customary exceptions and do not prevent the Company from granting or exercising options under share incentive schemes in existence at the date of this Agreement and which have been publicly disclosed.

Application for Admission

Application will be made to London Stock Exchange plc for admission to trading of the Placing Shares on AIM. It is expected that Admission will become effective on or around 16 October 2012 and that dealings in the Placing Shares will commence at that time.

Participation in, and principal terms of, the Placing

1. RBC is acting as broker for and agent of Amerisur.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Broker. The Broker and its Affiliates ("Affiliate" having the meaning given in Rule 501(b) of Regulation D promulgated under the Securities Act) are entitled to participate in the Placing as principal.

3. The Placing Price and the number of Placing Shares to be issued will be agreed between RBC and Amerisur following completion of a book-building exercise by RBC (the "Bookbuild"). The Bookbuild is expected to close no later than 6 p.m. (London time) on 11 October 2012 but may be closed earlier or later at the discretion of the Broker. The Broker may accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

4. Each prospective Placee's allocation (in each case the "Placing Participation") will be determined by the Broker in its sole discretion and confirmed orally by the Broker as agent of Amerisur. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral confirmation) and in accordance with Amerisur's articles of association.

5. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Broker as agent of Amerisur, to pay in cleared funds immediately following Admission in accordance with the Registration and Settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Placing Shares such Placee agrees to subscribe for and Amerisur agrees to allot and issue to that Placee, conditional upon Admission becoming effective.

6. Except as required by law or regulation, no press release or other announcement will be made by the Broker or Amerisur 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.

7. Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing 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".

8. Completion of the Placing will be subject to the 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 Agreement". In the event that the Placing Agreement does not become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by you to us in respect of your Placing Participation will be returned to you at your risk without interest.

9. By participating in the Placing, each Placee agrees that its 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.

10. To the fullest extent permissible by law, neither the Broker nor any of its Affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Broker nor any of its Affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Broker and Amerisur may agree.

Conditions of the Placing

The Placing Agreement is conditional on, inter alia:

(a) the warranties and representations contained in the Placing Agreement being true and accurate as at, and there having occurred no breach of any of the warranties prior to, the date of Admission;

(b) Amerisur having performed in all material respects its obligations under the Placing Agreement to the extent the same are to be performed prior to Admission;

(c) Amerisur allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(d) Admission taking place not later than 8.00 a.m. (London time) on 16 October 2012 or such later date as Amerisur and the Broker may otherwise agree (not being later than 8.00 a.m. on 31 October 2012).

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Broker, by the respective time or date where specified (or such later time or date as Amerisur and the Broker may agree not being later than 8.00 a.m. on 31 October 2012), (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing in relation to the Placing Shares will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Broker may, at its discretion and upon such terms as it thinks fit, waive compliance by Amerisur with the whole or any part of any of Amerisur's obligations in relation to the conditions in the Placing Agreement or extend the time provided for fulfilment of any such conditions. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

None of the Broker, Amerisur or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they 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 the Broker.

Termination of the Placing

The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to Amerisur if, inter alia:

(a) any of the conditions or obligations specified in the Placing Agreement have not been satisfied or complied with by Amerisur or waived by the Broker by the time and/or date specified therein (or such later date as the Broker may agree); or

(b)  there has been any breach by the Company of, or any fact or circumstance has arisen which has caused or might constitute a breach of or give rise to a claim under, any of the warranties or of any other provision of the Placing Agreement to an extent that, in the sole opinion of the Broker, would be material in the context of the Placing; or

(c) in the sole opinion of the Broker (acting in good faith), there has been, or an event has occurred or is about to occur which constitutes or is likely to cause a material adverse change in, or affecting, or a material adverse effect on, the condition, financial, operational, legal or otherwise, or in the earnings, business affairs or business prospects of Amerisur or its group whether or not arising in the ordinary course of business since the date of the Placing Agreement or any development as a result of which it is reasonably likely that such a material adverse change or effect may occur; or

(d) in the sole opinion of the Broker (acting in good faith), there has been any change in national or international financial, political, economic or market conditions which is likely materially and adversely to affect the condition or the earnings, business affairs or business prospects of the Company or its group or which renders the completion of the Placing temporarily or permanently impracticable or inadvisable.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions. 

By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or by the Broker of any other discretion under the Placing Agreement shall be within the absolute discretion of the Broker, and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the FSA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) released by Amerisur today.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of Amerisur and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of Amerisur or the Broker or any other person and none of Amerisur or the Broker nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Amerisur in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. Amerisur reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if in the Broker's reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares to be allocated to it. These terms and conditions will be incorporated into that contract note. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Broker.

The anticipated timetable is as follows:

Amerisur will deliver the Placing Shares to a CREST account operated by the Broker as agent for Amerisur in respect of Placees procured by the Broker and the Broker will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement will be on 16 October 2012 on a T + 3 basis in accordance with the instructions given by the Broker.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Broker.

Each Placee is deemed to agree that, if it does not comply with these obligations, Amerisur may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Amerisur's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing 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 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.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

1. Represents and warrants that it has read this Announcement, including the Appendix, in its entirety;

2. Confirms that the exercise by RBC of any right of termination or any right of waiver exercisable by RBC contained in the Placing Agreement, without limitation, the right to terminate the Placing Agreement, is within the absolute discretion of RBC and neither will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;

3. Acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

4. Acknowledges that no offering document or prospectus has been, or will be, prepared in connection with the placing of the Placing Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

5. Acknowledges that the ordinary shares are (and the Placing Shares will be) listed on AIM, and Amerisur is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM-listed company, without undue difficulty;

6. Acknowledges that neither the Broker nor Amerisur nor any of their Affiliates nor any person acting on behalf of any of them has provided, and will not provide it with, any material regarding the Placing Shares or Amerisur or any other person other than this Announcement; nor has it requested nor will it request the Broker or Amerisur nor any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;

7. Acknowledges that (i) it is not and, if different the beneficial owner of the Placing Shares is not, and at the time the Placing Shares are acquired will not be a resident of Australia, Canada or Japan or a resident of or located in the United States (except where proof satisfactory to the Company and RBC has been provided that it, and the person on behalf of whom the application is made, is able to accept the invitation by the Company free from any requirement which the Company and RBC (in the absolute discretion of the Company and RBC) regard as unduly burdensome), and (ii) that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

8. Acknowledges that the content of this Announcement is exclusively the responsibility of Amerisur and that neither the Broker nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of Amerisur and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by Amerisur by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by or on behalf of the Broker or Amerisur and neither the Broker nor Amerisur nor any other person will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of Amerisur in deciding to participate in the Placing;

9. Represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

10. Represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2006 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Broker has not received such satisfactory evidence, the Broker may, in its absolute discretion, terminate such Placee's Placing Participation in which event all funds delivered by such Placee to the Broker pursuant to this letter (if any) will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

11. If a financial intermediary, as that term is used in Article 3(2) of the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares to be purchased 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 European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Broker has been given to the proposed offer or resale;

12. Represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the Financial Services and Markets Act 2000 ("FSMA");

13. Represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

14. Represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

15. Represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16. Represents and warrants that it is a "qualified investor" within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

17. Represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

18. Acknowledges that the Placing Shares are being offered and sold pursuant to Regulation S under the Securities Act in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) and the Placing Shares have not been and will not be registered under the Securities Act or under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, in or into such Prohibited Jurisdiction;

19. Undertakes that it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Broker may in its discretion determine and without liability to such Placee;

20. Acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Amerisur may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21. Acknowledges that neither the Broker, nor any of its respective Affiliates, nor 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 the Broker and that the Broker has no duties or responsibilities to it for providing the protections afforded to its 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 Placing 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;

22. Undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Broker nor Amerisur will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify Amerisur and the Broker in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Broker who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

23. Acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by Amerisur or the Broker 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;

24. Agrees that Amerisur and the Broker and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker on its own behalf and on behalf of Amerisur and are irrevocable;

25. Agrees to indemnify and hold Amerisur and the Broker and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

26. Acknowledges that its commitment to subscribe Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to Amerisur's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of Amerisur and the Broker. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from Amerisur for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither Amerisur nor the Broker shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly;

27. Acknowledges that no action has been or will be taken by any of Amerisur, the Broker or any person acting on behalf of Amerisur or the Broker that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required; and

28. Acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of Amerisur and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Broker or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Broker, any money held in an account with any of the Broker on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the Broker's money in accordance with the client money rules and will be used by the Broker in the course of its own business; and the Placee will rank only as a general creditor of the Broker. All times and dates in this Announcement may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.