Avesoro Resources Regulatory News (ASO)

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15 April 2014

Aureus Mining Inc.

TSX : AUE

AIM : AUE

PROPOSED US$11.1 MILLON INVESTMENT BY INTERNATIONAL FINANCE CORPORATION AND UNDERWRITTEN OFFERING TO RAISE APPROXIMATELY US$15.0 MILLION

Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the "Company") is pleased to announce that it has entered into an underwriting agreement (the "Underwriting Agreement") with GMP Securities L.P., Clarus Securities Inc. and Numis Securities Limited (the "Underwriters") to sell 33,375,000 Units (as defined below) at a price of £0.27 per Unit (the "Issue Price") to raise gross proceeds of approximately £9.0 million (approximately US$15.0 million) (the "Offering").

Each Unit is comprised of one common share of the Company, or where applicable, a depository interest representing the same (each, a "Share") and one half 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 Share at a price of £0.378 (or the prevailing C$ equivalent thereof) (which is at a 40% premium to the Issue Price) for a period of 42 months from the date on which the Offering closes (the "Closing Date").

In addition to the Offering, Aureus is pleased to announce that it has reached an agreement in principle with International Finance Corporation ("IFC"), the private sector arm of the World Bank Group, for a proposed subscription of 24,520,000 Units at the Issue Price to raise gross proceeds of approximately £6.6 million (approximately US$11.1 million) (the "Subscription").

The closing of the Subscription is subject to the completion of due diligence by IFC and certain conditions, including approval by IFC's Board of Directors following completion of a required 60 day public disclosure period and the finalisation and execution of definitive agreements. Subject to these conditions precedent being satisfied, the Subscription is expected to close by the end of June 2014.

Upon closing of the Subscription, Aureus will be required to meet IFC's environmental, social and safety standards on an ongoing basis. IFC will have the right, but not the obligation, to maintain its pro rata shareholding in any future equity financing and, subject to maintaining a minimum shareholding position, to nominate a director to the Company's board of directors.

As at 31 March 2014, the Company had cash resources of approximately US$18 million, of which US$11 million is ring fenced for the Company's equity contribution to the capital requirements of the New Liberty Gold Project ("New Liberty") in addition to approximately US$57 million of expenditure to date, which has all been funded from the Company's internal resources. The Company is required to maintain a minimum cash balance of US$5 million under the terms of its US$100 millon Project Debt Finance Facilities (the "Facilities") until full utilisation of the Senior Facility has occurred. The remainder of the capital requirement for New Liberty will be financed by the Facilities. The construction of New Liberty currently remains on time and on budget in line with the capital requirements set out in the Company's Definitive Feasibility Study as announced on 20 May 2013.

The net proceeds of the Offering will be applied as follows:

· US$8 million additional equity contribution to New Liberty as a condition to the draw down, if required, of the Company's US$8 million cost over-run facility;

· US$4 million for New Liberty including additional pre-production drilling and US$2 million additional contingency reserve required under the terms of the Facilities; and

· US$2 million corporate overheads and working capital. 

The proceeds of the Subscription will be used to allow the Company to continue its exploration activities, in particular continued drilling and the completion of a PEA at Ndablama, further drilling at Weaju and target generation work across the Company's wider licence portfolio in Liberia and Cameroon.

Application has been made for the admission to trading of the Shares on the AIM Market of the London Stock Exchange plc ("AIM") ("Admission"). It is expected that Admission will become effective at 2.30PM BST on or around 22 April 2014 and that dealings in the Shares will commence at that time.

The closing of the Offering remains subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including by the Toronto Stock Exchange ("TSX") and Admission becoming effective. The closing of the Offering is expected to occur on or about 22 April 2014, or such other date as the Company and the Underwriters may agree. The Offering is also conditional upon the Underwriting Agreement not having been terminated.

The closing of the Offering and the Subscription are not in any way conditional upon each other.

The Units have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Units in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Units issued to Canadian residents pursuant to the Offering will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the Closing of the Offering. Subject to applicable securities laws, the Units issued to residents of countries other than Canada pursuant to the Offering may not be sold, transferred or otherwise disposed on the TSX or, except pursuant to an exemption from the prospectus requirements under Canadian securities laws, to any person in Canada or otherwise into Canada for a period of four months plus one day from the date of the closing of the Offering.

Director Participation

Pursuant to the Offering, certain directors of the Company have committed to subscribe for Units in the Offering at the Issue Price as follows:

David Reading, President and Chief Executive Officer of Aureus Mining, said:

"The funds raised through the Offering give Aureus a robust balance sheet as we draw down on our project finance facilities for the completion of the construction of New Liberty as well as allowing us comfort in accessing the additional cost overrun facility should it be required. The construction of New Liberty remains on budget and on schedule to commence production in Q1 2015.

We very much look forward to welcoming IFC as a shareholder of the Company. Their proposed investment will allow us to continue our exciting exploration programmes and deliver shareholder value by building on the success we have had to date. We would like to thank both our existing and new shareholders for their support."

In this announcement US$ amounts have been translated at a rate of £1:US$1.67.

Contact Information

About Aureus Mining Inc.

The Company's assets include the New Liberty gold deposit in Liberia (the "New Liberty Gold Project", "New Liberty" or the "Project"), 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 on the Project and construction has commenced with earthworks. The Project is expected to have an 8 year mine life and annual production of 119,000 ounces for the first 6 years of production. The Company has financed the Project's equity and debt funding requirement. The foregoing mineral reserve and mineral resource estimates and additional information in connection therewith are set out in the Company's technical report dated July 3, 2013 and entitled "New Liberty Gold Project, Liberia, West Africa, Updated Technical Report".

The New Liberty Gold Project is located within the Southern Block of the 100% owned Bea Mountain mining licence. This licence covers 457 km² and has a 25 year, renewable, mineral development agreement. The Northern Block of the Bea Mountain mining license also hosts additional gold projects of Ndablama, Gondoja and Weaju, which are the focus of exploration programs during 2013. Ndablama has an inferred mineral resource of 6,829 Kt with 451,000 ounces of gold grading 2.1 g/t and Weaju has an inferred mineral resource of 2,680 Kt with 178,000 ounces of gold grading 2.1 g/t. The Archaen Gold exploration licence, which covers 89 km², is also a focus of exploration for 2013, with Leopard Rock being the main target. 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 November 11, 2013 and entitled "Ndablama and Weaju Gold Projects, Bea Mountain Mining Licence, Northern Block, Technical Report on Mineral Resources".

The Company also has gold exploration permits in Cameroon.

Qualified Persons

The Company's Qualified Person is David Reading, who holds a MSc in Economic Geology from University of Waterloo, Canada and is a Fellow of the Institute of Materials, Minerals and Mining. David Reading is the President and CEO of Aureus Mining Inc. and approves this press release.

About IFC

IFC, a member of the World Bank Group, is the largest global development institution focused exclusively on the private sector. Working with private enterprises in more than 100 countries, IFC uses its capital, expertise, and influence to help eliminate extreme poverty and promote shared prosperity. In FY 2013, IFC investments climbed to an all-time high of nearly US$ 25 billion, leveraging the power of the private sector to create jobs and tackle the world's most pressing development challenges. For more information on IFC, please visit www.ifc.org.

Forward Looking Statements:

Certain information in this news release relating to Aureus Mining is forward-looking and related to anticipated events and strategies. When used in this context, words such as "will", "anticipate", "believe", "plan", "intend", "target" and "expect" or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties that may cause actual results or events to differ materially from current expectations, including: risks normally incidental to exploration and development of mineral properties; uncertainties in the interpretation of results from drilling and test work; the possibility that future exploration, development or mining results will not be consistent with expectations; regulatory and government decisions; the possibility that the Company will not complete the Offering within the time anticipated or at all; the possibility that the Subscription will not close within the time anticipated or at all; the possibility that future draw downs under the Facilities may not be available; construction of the New Liberty Gold Project being delayed and/ or over budget; economic conditions; availability and cost of financing; estimates of capital and operating costs and start-up costs; plans regarding construction activities; 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.

Any mineral resource and mineral reserve figures referred to in this press release are estimates and no assurances can be given that the indicated levels of minerals will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that the mineral resource and mineral reserve estimates in respect of its properties are well established, by their nature mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. If such mineral resource and mineral reserve estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company. Due to the uncertainty that may be attached to inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource as a result of continued exploration. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Notes:

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

GMP Securities Europe LLP ("GMP Europe"), which is a member company of GMP Securities L.P ("GMP"), is authorised and regulated in the United Kingdom by the Financial Conduct authority ("FCA") and acting as joint broker to Aureus Mining Inc. in respect of the Offering. 

Numis Securities Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and acting as Nominated Adviser and joint broker to Aureus Mining Inc. in respect of the Offering.

Each of the Underwriters is acting for Aureus Mining Inc. and for no-one else in connection with the Offering, and will not be responsible to anyone other than Aureus Mining Inc. for providing the protections afforded to customers of the respective Underwriter nor for providing advice in connection with the Offering or any other matters referred to herein.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Underwriters or by any of their respective affiliates or agents or brokers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this Announcement and the Offering in certain jurisdictions may be restricted by law. No action has been taken by Aureus Mining Inc. or the Underwriters that would permit the Offering or possession or distribution of this Announcement or any other offering or publicity material relating to the Offering in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement becomes available are required by Aureus Mining Inc. and the Underwriters to inform themselves about, and to observe, such restrictions.

The price of the Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Shares.

The Offering is only being made, and may only be, made to and is directed at (1) with respect to the United Kingdom, persons in the United Kingdom who are either (1) both (a) a "Qualified Investor" within the meaning of Section 86(7) of the Financial Services and Markets Act 2000 ("FSMA") and (b) within the categories of persons referred to in Article 19(5) (Investment professionals) or Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or persons in the United Kingdom to whom the Offering may otherwise be made or to whom the Offering may otherwise be directed in the United Kingdom without an approved prospectus having been made available to the public in the United Kingdom before the Offering is made, and without making an unlawful financial promotion; and (2) with respect to the United States, persons inside the United States who are "qualified institutional buyers" ("QIBs", as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")), all such persons in (1) and (2) above together being referred to as "Relevant Persons". The securities being offered are only available to, and any invitation, offering or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, persons in the United Kingdom or the United States who are Relevant Persons. Any person who is in the United Kingdom or the United States but who is not a Relevant Person should not act or rely on this Announcement or any of its contents. This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

The Units and the securities underlying the Units have not been and will not be registered under the United States Securities Act, or any state securities laws, and may not be offered, sold or delivered within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Underwriters have agreed that, except as permitted by the Underwriting Agreement and as expressly permitted by applicable laws of the United States, they will not offer or sell the Units within the United States. The Underwriting Agreement permits the Underwriters, through certain of their U.S. broker-dealer affiliates, to (i) offer and sell the Units in the United States to QIBs pursuant to an exemption from registration under the U.S. Securities Act in a transaction not involving any public offering, and otherwise in accordance with any applicable state securities laws. This Announcement does not constitute an offering to sell, or a solicitation of an offering to buy, any Units in the United States and there will be no public offering of Units in the United States. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Units outside the United States only in accordance with Regulation S under the U.S. Securities Act. Until 40 days after the commencement of the Offering, an offer or sale of the Units within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act unless such offering or sale is made pursuant to an exemption from registration under the U.S. Securities Act.

Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Units under the Offering has been given will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be participating in such offering on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix.

This Announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any jurisdiction into which the same would be unlawful. No public offering of securities of Aureus Mining Inc. will be made in connection with the Offering in the United Kingdom, the United States or elsewhere.

The Units issued pursuant to the Offering 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, Hong Kong or Singapore or any other jurisdiction.

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.

The Units to be issued pursuant to the Offering will not be admitted to trading on any stock exchange other than the London Stock Exchange and the Toronto Stock Exchange. 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 REGARDING THE OFFERING FOR PURCHASERS OUTSIDE OF CANADA

Details of the Offering

GMP Securities L.P ("GMP" or the "Bookrunner"), Clarus Securities Inc. ("Clarus"), and Numis Securities Ltd. ("Numis") (collectively, the "Underwriters") have today entered into an agreement with the Company (the "Underwriting Agreement") pursuant to which, subject to the conditions referred to therein, the Underwriters have agreed to purchase the Units (as described below) and use commercially reasonable best efforts to arrange for substitute purchasers ("Placees") for the Units at a price of £0.27 per Unit (the "Issue Price"). Each Unit is comprised of one common share of the Company (each, a "Share") and one half 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 Share at a price of £0.378 (or the prevailing C$ equivalent thereof) for a period of 42 months from the date on which the Offering closes (the "Closing Date").

The Offering is conditional upon the Underwriting Agreement not having been terminated, receipt of all necessary approvals, including by the Toronto Stock Exchange ("TSX") and Admission (as defined below) becoming effective. 

The Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing common shares 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 Shares pursuant to the Offering.

The Shares allocated to Placees in the Offering and on exercise of the Warrants, as applicable, will be allotted and issued to Computershare Investor Services PLC (the "Depositary") as nominee and the Company will procure that dematerialised depositary interests ("Depositary Interests") representing Shares allocated to Placees are delivered to Placees in accordance with the procedures set out under 'Registration and Settlement' herein. References in this Appendix and these Terms and Conditions to Shares and their subscription by Placees and allotment and issue by the Company shall be interpreted accordingly.

Subject to certain exemptions, as part of the Offering, the Company will agree that it will not offer, issue or sell any common shares for a period of 90 days after Admission, without the prior consent of the Bookrunner. Such agreement is subject to certain customary exceptions and will not prevent the Company from granting or exercising options pursuant to the terms of the existing employee share schemes of the Company or other share options or warrants to subscribe for common shares issued by the Company, provided such other options or warrants have been disclosed in publicly available information prior to the date of this Announcement. 

Application for Admission

Application has been made to London Stock Exchange plc. for admission to trading of the Shares (as represented by Depositary Interests) on AIM ("Admission"). It is expected that Admission will become effective on or around 22 April 2014 and that dealings in the Shares (as represented by Depositary Interests) will commence at that time.

Participation in, and principal terms of, the Offering

GMP is acting as sole bookrunner to the Offering and, together with Clarus and Numis, as underwriters of the Offering.

Participation in the Offering will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its affiliates are entitled to participate in the Offering as principal.

Each prospective Placee's allocation (in each case the "Offering Participation") will be determined by the Bookrunner in its sole discretion and will be confirmed by the Bookrunner as agent of the Company, to the Placee, either in writing or orally. That 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 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 confirmation) and in accordance with the Company's articles of incorporation. For the avoidance of doubt, acceptance of the Offering constitutes your irrevocable legally binding agreement, subject to the Underwriting Agreement not having been terminated, to pay the aggregate settlement amount of the Units regardless of the total number of Units (if any) subscribed for by any other investor(s).

The Bookrunner reserves the right to scale back the number of Units to be subscribed by any Placee in the event of an oversubscription under the Offering. The Bookrunner also reserves the right not to accept offers for Units or to accept such offers in part rather than in whole.

Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner as agent of the Company, 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 Units such Placee has agreed to subscribe for and in respect of which the Company has agreed to allot and issue Shares to the Depositary on the basis that the Depositary will issue Depositary Interests representing those Shares in accordance with the procedures set out under 'Registration and Settlement' herein.

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

Irrespective of the time at which a Placee's Offering Participation is confirmed, settlement for all Units to be acquired pursuant to the Offering will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

Completion of the Offering will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Offering' and to the Offering not being terminated on the basis referred to below under 'Termination of the Underwriting Agreement'. In the event that the Underwriting Agreement does not become unconditional in any respect or is terminated, the Offering will not proceed and all funds delivered by the Placee to the Bookrunner in respect of the Placee's Offering Participation will be returned to the Placee at the Placee's risk without interest.

By participating in the Offering, each Placee agrees that its rights and obligations in respect of the Offering will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

By participating in the Offering, each Placee is deemed to have read and understood this Announcement, including the Appendix, in its entirety and to have made such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendices. In particular, each such Placee represents, warrants, acknowledges and undertakes that it will acquire, hold, manage or dispose of any Units, including, for the avoidance of doubt the Shares issued, that are allocated to it for the purposes of its business; and that it (and any such account for which it is acting is) is (a) outside the United States and is subscribing for the Units in an "offshore transaction" (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) or (b) has subscribed for the Units pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

By participating in the Offering, each Placee acknowledges that the Company may be or may become a "passive foreign investment company" or "PFIC" within the meaning of section 1297 of the Internal Revenue Code of 1986, as amended, for United States federal income tax purposes and represent and warrant that it will consult with its own independent tax adviser as to the United States federal, state and local tax consequences of any investment in the Company as applicable.

To the fullest extent permissible by law, neither the Bookrunner 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 Bookrunner nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Offering as the Bookrunner and the Company may agree.

Conditions of the Offering

Completion of the Offering and the Underwriting Agreement is conditional on, inter alia:

(a) the warranties and representations contained in the Underwriting Agreement being true and accurate and not misleading at all times before and at Admission;

(b) the Company complying in all material respects with its obligations under the Underwriting Agreement to the extent the same are to be performed or satisfied prior to Admission;

(c) the Company allotting, subject only to Admission, the Shares and the Warrants in accordance with the Underwriting Agreement; and

(d) Admission taking place not later than 14:30 (London time) on 22 April 2014 or such later date as the Company and the Bookrunner may otherwise agree (not being later than 14:30 (London time) on 22 April 2014).

If (i) any of the conditions contained in the Underwriting Agreement in relation to the Units are not fulfilled or waived by the Bookrunner, by the respective time or date where specified (or such later time or date as the Company and the Bookrunner may agree), (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Underwriting Agreement is terminated in the circumstances specified below, the Offering in relation to the Units will lapse and the Placee's rights and obligations hereunder in relation to the Units shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Bookrunner may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Underwriting 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.

Neither the Bookrunner nor the Company nor 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 Offering nor for any decision they may make as to the satisfaction of any condition or in respect of the Offering generally and by participating in the Offering each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Termination of the Offering

The Bookrunner will be entitled, at any time before Admission, to terminate the Underwriting Agreement by giving notice to the Company if, inter alia:

(e) any of the conditions specified in the Underwriting Agreement have not been satisfied or waived by the Bookrunner by the time and/or date specified therein (or such later date as the Bookrunner may agree); or

(f) any order to cease or suspend trading in any securities of the Company or prohibiting or restricting the distribution of any of the Units 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;

(g) there has been any material breach by the Company of, or any event rendering untrue or incorrect in any respect, any of the warranties or representations or of any other provision of the Underwriting Agreement to an extent which, in the sole opinion of the Bookrunner, would be material in the context of the Offering; or

(h) 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 the Bookrunner), which has not been rescinded, revoked or withdrawn and which, in the opinion of the Bookrunner, acting reasonably, operates to prevent or materially restrict the distribution of the Units into any jurisdiction to which the law been lawfully offered or would prevent or materially restrict the distribution of the Units under the Underwriting Agreement or would prevent or materially restrict trading in the Shares or would reasonably be expected to materially adversely affect the market price or value of the Shares; or

(i) in the opinion of the Bookrunner (acting in good faith), there has been (i) a change in national or international financial, political, economic or stock market conditions, (ii) an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis, (iii) suspension or material limitation in trading of securities, or (iv) any change in currency exchange rates or exchange controls or a disruption of settlement systems or a material disruption or general moratorium in commercial banking, in each case as would, in the sole opinion of the Bookrunner (acting in good faith) be likely to prejudice the value or marketability of the Units or the success of the Offering.

Upon such termination, the parties to the Underwriting Agreement will 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 Underwriting Agreement subject to certain exceptions.

By participating in the Offering, Placees agree that the exercise by the Bookrunner of any right of termination or by the Bookrunner of any other discretion under the Underwriting Agreement will be within the absolute discretion of the Bookrunner, and that the Bookrunner need not make any reference to Placees and that the Bookrunner 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 UK Financial Conduct Authority ("FCA") in relation to the Offering and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix).

Each Placee, by accepting a participation in the Offering, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Bookrunner or any other person and none of the Company or the Bookrunner nor any other person will be liable for any Placee's decision to participate in the Offering 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 the Company in accepting a participation in the Offering. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Units following Admission and payment of the purchase price payable for a Placee's Offering Participation (the "Purchase Price") (will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") on a delivery versus payment basis, subject to certain exceptions and with certificates representing the Warrants being delievered in certificated form. The Company reserves the right to require settlement for and delivery of the Shares (or a portion thereof) to Placees in certificated form if in the Bookrunners' 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 Units in the Offering will be sent a contract note stating the number of Units to be allocated to it. 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 Bookrunner.

Settlement of transactions in the Shares, when purchased pursuant to the Offering, will take place by the crediting of Depositary Interests to a CREST account operated by the Bookrunner as agent for the Company in respect of Placees procured by the Bookrunner and the Bookrunner 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 Depositary Interests to that Placee against payment of the Purchase Price.

It is expected that settlement will be on 22 April 2014 on a T + 3 basis in accordance with the instructions given to the Bookrunner. Settlement will be through GMP against CREST ID 116.

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 Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Units allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company'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 Units on such Placee's behalf.

If 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 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 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 Offering.

Representations and Warranties

By participating in the Offering 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 any of the Underwriters of any right of termination or any right of waiver exercisable by any of the Underwriters contained in the Underwriting Agreement, without limitation, the right to terminate the Underwriting Agreement, is within the absolute discretion of the Underwriters and no Underwriter 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 Underwriting Agreement are not satisfied (or, where relevant, waived), or (ii) the Underwriting Agreement is terminated or (iii) the Underwriting Agreement does not otherwise become unconditional in all respects, the Offering 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 Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

5. Acknowledges that the Company's common shares are (and the Shares will be) admitted to trading on AIM and listed on the TSX, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and the TSX 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 traded company, without undue difficulty;

6. Acknowledges that none of the Underwriters nor the Company 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 Units or the Company or any other person other than this Announcement; nor has it requested the Underwriters or the Company 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 Units is not at the time the Units are acquired or Warrants exercised will not be a resident of Australia, Canada or Japan, and (ii) that the Shares, the Warrants and the Shares issuable upon the exercise of the Warrants 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 Shares, the Warrants and the Shares issuable upon the exercise of the Warrants issued to residents of countries other than Canada pursuant to the Offering may not be sold, transferred or otherwise disposed on the TSX or, except pursuant to an exemption from prospectus requirements under Canadian securities laws, to any person in Canada, on the TSX or otherwise into Canada for a period of four months plus one day from the date of Admission;

9. Acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that the Underwriters nor any person acting on their 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 the Company and will not be liable for any Placee's decision to participate in the Offering 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 Units is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Units and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Underwriters or the Company and neither the Underwriters nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Offering 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 the Company in deciding to participate in the Offering;

10. Represents and warrants that neither it, nor the person specified by it for registration as a holder of Units is, or is acting as nominee or agent for, and that the 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);

11. 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 2003 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 Underwriters have not received such satisfactory evidence, the Underwriters may, in their absolute discretion, terminate the Placee's Offering Participation in which event all funds (if any) delivered by the Placee to the Underwriters pursuant to the Offering will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

12. 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 Units purchased by it in the Offering 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 Underwriters has been given to the proposed offer or resale;

13. 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 Units 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 UK Financial Services and Markets Act 2000 ("FSMA");

14. Represents and warrants that it has not offered or sold and will not offer or sell any Units 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);

15. 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 Units in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

16. 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 Units in, from or otherwise involving, the United Kingdom;

17. Represents and warrants that it is a 'qualified investor' within the meaning of (a) if in the United Kingdom, section 86(7) of FSMA; or (b) if outside the United Kingdom, the Prospectus Directive (including any relevant implementing measure in any member state);

18. Represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom this Announcement may otherwise lawfully be communicated;

19. Represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase the Units 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;

20. Acknowledges that the Units (including the Shares as represented by Depositary Interests) have not been and will not be registered under the U.S. Securities Act of and further acknowledges that the Units are being offered and sold only (i) outside the United States pursuant to Regulation S under the U.S. Securities Act in an "offshore transaction" (as such term is defined in Regulation S under U.S. the Securities Act) or (ii) in the United States only to limited number of "qualified institutional buyers" ("QIBs", as defined in Rule 144A under the U.S. Securities Act), pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering;

21. Represents and warrants that it is (and any such account for which it is acting is) either (i) a QIB that has been provided with and has executed and returned (or shall be deemed to have executed and returned) to the Banks (or their affiliates) a US investor letter setting certain representations, warranties and agreements in relation to the Placing, in the United States; or (ii) outside the United States and is acquiring the Shares in an "offshore transaction", as defined in and in accordance with, Regulation S;

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

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

24. Acknowledges that neither the Underwriters, nor any of their respective affiliates, nor any person acting on their behalf, are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Offering and that participation in the Offering is on the basis that it is not and will not be a client of the Underwriters and that the Underwriters have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Offering nor in respect of any representations, warranties, undertakings or indemnities contained in the Underwriting Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

25. Undertakes that the person whom it specifies for registration as holder of the Units will be (i) itself or (ii) its nominee, as the case may be. Neither the Underwriters nor the Company 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 Offering and it agrees to indemnify the Company and the Underwriters in respect of the same on the basis that the Shares will be allotted to the CREST stock account of the Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

26. 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 Shares (together with any interest chargeable thereon) may be taken by the Company or the Underwriters 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;

27. Acknowledges that the terms set out in this Appendix and the allocation of Units (including the Purchase Price payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Offering and a Placee's participation in the Offering to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing;

28. Agrees that the Company and the Underwriters 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 Underwriters on their own behalf and on behalf of the Company and are irrevocable;

29. Agrees to indemnify and hold the Company and the Underwriters 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 Offering;

30. Acknowledges that its commitment to purchase for Units will be on the terms set out herein and will continue notwithstanding any amendment that may in future be made to the terms of the Offering and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Offering. The foregoing representations, warranties and confirmations are given for the benefit of the Company and each of the Underwriters. 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 the Company for the Units 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 Shares is, or is acting as nominee or agent for, and that the 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 Units, 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 the Company nor the Underwriters 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 Underwriters accordingly;

31. Acknowledges that no action has been or will be taken by any of the Company, the Underwriters or any person acting on behalf of the Company or the Underwriters that would, or is intended to, permit a public offer of the Units in any country or jurisdiction where any such action for that purpose is required;

32. 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 Units. 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 Offering. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, it has not relied on any research material produced by any of the Underwriters in relation to, or on behalf of, the Company, and the terms of the Offering, including the merits and risks involved; and

33. Acknowledges and agrees that any Shares that it is allocated in the Offering or upon exercise of the Warrants will be allotted and issued to the Depositary, and that the Company shall procure that the Depositary shall issue Depositary Interests representing the Shares allocated to it in accordance with the procedures set out under 'Registration and Settlement' herein, and that the Bookrunner shall have no responsibility or liability in respect of the acts of, or failure to act by, the Depositary.

The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Bookrunner.

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 Shares or the agreement by them to subscribe for any Shares.

Each Placee and any person acting on behalf of each Placee will be deemed to acknowledge and agree that the Underwriters or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Units.

When a Placee or person acting on behalf of the Placee is dealing with the Underwriters, any money held in an account with the Underwriters 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 FCA made under FSMA. The Placee will be deemed to acknowledge 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 Underwriters' money in accordance with the client money rules and will be used by the Underwriters in the course of its own business; and the Placee will rank only as a general creditor of the Underwriters. All times and dates in this Announcement may be subject to amendment. The Underwriters shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance of the Company or its common shares is no guide to future performance and persons needing advice should consult an independent financial adviser.