AUREUS ANNOUNCES OFFERING TO RAISE APPROXIMATELY US$80 MILLION FOR THE DEVELOPMENT OF THE NEW LIBERTY GOLD PROJECT – FOR DISTRIBUTION IN CANADA
November 1, 2012Back
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1 November 2012
Aureus Mining Inc.
TSX : AUE
AIM : AUE
AUREUS ANNOUNCES OFFERING TO RAISE APPROXIMATELY US$80 MILLION FOR THE DEVELOPMENT OF THE NEW LIBERTY GOLD PROJECT
Aureus Mining Inc. (“Aureus Mining” or the “Company”) is pleased to announce that it has filed and obtained a receipt for a preliminary short form prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in all of the provinces and territories of Canada, other than the Province of Quebec, in connection with a marketed offering (the “Prospectus Offering”) of Units (as hereinafter defined). Units are concurrently being offered on a private placement basis to investors in jurisdictions outside of Canada, including, but not limited to the United States and the United Kingdom (the “Private Placement” together with the Prospectus Offering the “Offering”).
The Company is targeting to raise aggregate gross proceeds of approximately US$80 million pursuant to the Offering. The net proceeds of the Offering will be used to allow the Company to proceed with its proposed development and construction activities at the New Liberty Gold Project in Liberia (“New Liberty”) and for general corporate purposes. In addition to the net proceeds of the Offering, the Company is continuing discussions with a number of banks and financial institutions who have expressed interest in providing project debt financing in order to fund the balance of the project construction and development costs in respect of New Liberty, as previously announced.
The Offering is being managed by a syndicate of underwriters led by GMP Securities L.P. and RBC Capital Markets, acting as joint bookrunners (collectively, the “Lead Underwriters”), and Clarus Securities Inc. (together with the Lead Underwriters, the “Underwriters”). The Company and the Underwriters have not yet entered into an underwriting agreement in connection with the financings.
Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one-quarter of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one Common Share for a period of 18 months from the closing of the Offering.
The final offering pricing of the Units, including the exercise price of the Warrants, and determination of the total number of Units to be sold will be determined in the context of the market with final terms to be determined following the completion of a bookbuilding process. The books will open with immediate effect and close on Friday 2 November, at a time to be determined by the Underwriters at their sole discretion.
In connection with the Prospectus Offering only, GMP Securities L.P. may over-allot or effect transactions with a view to supporting the market price of the Common Shares at a level higher than that which might otherwise prevail in the open market. However, there may be no obligation on GMP Securities L.P. to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period.
For this purpose, the Company will grant the Underwriters an over-allotment option to purchase for re-sale additional Common Shares and Warrants (in any combination thereof) to raise additional gross proceeds of up to 15% of proceeds raised from the sale of the Units pursuant to the Prospectus Offering, to cover over-allotments and for market stabilization purposes, exercisable at the Unit offering price in whole or in part, at any time and from time to time, for a period of up to 30 days after the closing of the Offering.
No over-allotment or market stabilization activities will occur in respect of the Private Placement.
Closing of the Offering is subject to certain conditions including, but not limited to, the execution of a definitive underwriting agreement between the Company and the Underwriters and the receipt of all necessary approvals, including the approval of the applicable securities regulatory authorities, the Toronto Stock Exchange and the AIM market of the London Stock Exchange.
The closing of the Offering is expected to occur on or about November 16, 2012, or such other date as the Company and the Underwriters may agree.
The Preliminary Prospectus is still subject to completion or amendment. A copy of the Preliminary Prospectus will be available electronically at www.sedar.com. There will not be any sale of or any acceptance of an offer to buy the securities until a receipt for the (final) prospectus has been issued.
The material set forth herein is for informational purposes only and does not constitute an offer of securities for sale in the United States or any other jurisdiction in which such an offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the laws of any state, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of securities will be made in the United States.
The securities offered pursuant to the Private Placement are only being offered to persons in the United Kingdom who are “qualified investors” within the meaning of Section 86(7) of the U.K. Financial Services and Markets Act 2000 (“FSMA“) and who fall within the categories of persons referred to in Article 19 (Investment professionals) or Article 49 (high net worth companies, unincorporated associations, etc.) of FSMA (Financial Promotion) Order 2005. The Preliminary Prospectus is not a prospectus for the purposes of Section 85(1) of FSMA and, accordingly, it will not be examined or approved as a prospectus by the United Kingdom Financial Services Authority (the “FSA”) under Section 87A FSMA or by the London Stock Exchange and it will not be filed with the FSA pursuant to the rules published by the FSA implementing the Prospectus Directive (2003/71/EC) nor will it be approved by a person authorized under FSMA, for the purposes of Section 21 FSMA.
|Aureus Mining Inc.David Reading / Jeremy Cave
Tel: +44(0) 20 7010 7690
|BuchananBobby Morse / Louise Mason / Gordon Poole
Tel: +44(0) 20 7466 5000
|RBC Capital Markets (Nominated Adviser and Joint Broker)Martin Eales / Richard Hughes
Tel: +44(0) 20 7653 4000
|GMP Securities Europe LLP (Joint Broker)Richard Greenfield / Alexandra Carse
Tel: +44(0) 20 7647 2800
Certain information in this news release relating to Aureus Mining is forward-looking and related to anticipated events and strategies. When used in this context, words such as “will”, “anticipate”, “believe”, “plan”, “intend”, “target” and “expect” or similar words suggest future outcomes. By their nature, such statements are subject to significant risks and uncertainties that may cause actual results or events to differ materially from current expectations, including: risks normally incidental to exploration and development of mineral properties; uncertainties in the interpretation of results from drilling and test work; the possibility that future exploration, development or mining results will not be consistent with expectations; regulatory and government decisions; economic conditions; availability and cost of financing, including debt financing to fund the balance of New Liberty; estimates of capital and operating costs and start-up costs; plans regarding construction activities; the proposed work budget for the work program at New Liberty; and future unforeseen liabilities and other factors including, but not limited to, those listed under “Risk Factors” in the Company’s Annual Information Form, a copy of which is available on SEDAR at www.sedar.com, and in the Aureus Mining Admission Document, a copy of which is available at www.aureus–mining.com. Readers are cautioned not to place undue reliance on forward-looking statements as actual results could differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements. Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable law, Aureus Mining disclaims any obligation to update or modify such forward-looking information, either as a result of new information, future events or for any other reason.GMP Securities Europe LLP (“GMP Europe”), which is a member company of GMP Securities L.P (“GMP”), is authorised and regulated in the United Kingdom by the Financial Services authority and acting as joint bookrunner to Aureus Mining Inc. in respect of the Private Placement within the United Kingdom but has not authorised the contents of, or any part of, and no liability or responsibility whatsoever is accepted by GMP Europe for the accuracy of any information or opinions contained in the Preliminary Prospectus or for the omission of any information therein. No representation or warranty, express or implied, is made by GMP Europe as to any of the contents of the Preliminary Prospectus. GMP and GMP Europe are 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 GMP or GMP Europe nor for providing advice to any other person in relation to the Offering or any other matter referred to herein.
RBC Europe Limited, which trades as RBC Capital Markets, is authorised and regulated in the United Kingdom by the Financial Services authority and acting as Nominated Adviser and joint bookrunner to Aureus Mining Inc. in respect of the Private Placement within the United Kingdom but has not authorised the contents of, or any part of, the Preliminary Prospectus and no liability or responsibility whatsoever is accepted by RBC Europe Limited for the accuracy of any information or opinions contained in the Preliminary Prospectus or for the omission of any information therein. No representation or warranty, express or implied, is made by RBC Europe Limited as to any of the contents of the Preliminary Prospectus. RBC Dominion Securities Inc. (“RBCD”), which trades as RBC Capital Markets, and RBC are 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 RBCD or RBC nor for providing advice to any other person in relation to the Offering or any other matter referred to herein.