Statement re Conversion Price Adjustment of Bonds

NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

6 September 2017

ATLAS MARA LIMITED

Notice of adjustment of the Conversion Price of U.S.$63,400,000 and U.S.$17,400,000 8.00 per cent Secured Convertible Bonds due 2020 (Rule 144A ISIN: XS1298407229; Regulation S ISIN: XS1297883214) (together, the "Bonds")

Please be advised that further to its announcement on 21 June 2017 in relation to the strategic financing agreement reached with Fairfax Africa Holdings Corporation and the issuance of $200 million of new capital comprising a $100 million equity offering of new Ordinary Shares (the "Equity Offering") and a $100 million mandatory convertible bond issuance (the "Mandatory Convertible Bonds"), and further to its announcement on 17 July 2017 regarding the adjustment of the Conversion Price per Ordinary Share in respect of the Bonds to reflect the completion of the issuance of the Mandatory Convertible Bonds, Atlas Mara Limited has, in accordance with the terms and conditions of the Bonds (the "Terms and Conditions"), given notice to the Trustee and the Bondholders that the Conversion Price per Ordinary Share in respect of the Bonds has been adjusted in accordance with the Terms and Conditions in order to reflect the completion of the issuance of Ordinary Shares pursuant to the Equity Offering (the "Adjustment"). The Adjustment becomes effective on 31 August 2017 (the "Effective Date"). Prior to the Effective Date, the Conversion Price per Ordinary Share was U.S.$10.51. The adjusted Conversion Price per Ordinary Share, computed in accordance with Condition 7(b)(vi) of the Terms and Conditions, is U.S.$10.14.

Capitalised terms not otherwise defined in this announcement shall have the meanings given to them in the Terms and Conditions.

For further information, please contact: 

Investors

Kojo Dufu, +1 212 883 4330

Media

Teneo Blue Rubicon, +44 (20) 7260 2700

Anthony Silverman

DISCLAIMER - INTENDED ADDRESSEES

This announcement does not constitute an offer of any securities for sale.

The Bonds and any ordinary shares which may be delivered upon conversion of the Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act").

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement has been prepared solely for information purposes and is not an offer (or a solicitation of an offer) to buy or sell any securities in any jurisdiction.

END