News

AUREUS ANNOUNCES OFFERING TO RAISE APPROXIMATELY US$80 MILLION FOR THE DEVELOPMENT OF THE NEW LIBERTY GOLD PROJECT – FOR DISTRIBUTION IN THE UK

November 2, 2012

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2 November 2012

Aureus Mining Inc.

TSX : AUE

AIM : AUE

NEWS RELEASE

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 which 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.

The Private Placement is subject to the terms and conditions set out in the Appendix to this Announcement.

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 Common Shares allocated to Placees in the Private Placement 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 Common Shares allocated to Placees are delivered to Placees in accordance with the procedures set out under ‘Registration and Settlement’ in the terms and conditions contained in the Appendix to this Announcement.

Application will be made to London Stock Exchange plc for admission to trading of the Common Shares on AIM (“Admission”) concurrently with an application for a block listing in relation to the Common Shares underlying the Warrants. It is expected that Admission will become effective on or around 16 November 2012 and that dealings in the Common Shares will commence at that time. The Private Placement is conditional upon, inter alia, Admission becoming effective. The Private Placement is also conditional upon the underwriting agreement to be entered into between the Company and the Underwriters not being terminated.

By choosing to participate in the Private Placement and by making an oral or written and legally binding offer to acquire Units, investors will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and subject to the conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in the Appendix to this Announcement.

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 2012, at a time to be determined by the Lead Underwriters at their sole discretion.

In Canada, 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 the gross proceeds raised from the sale of the Units pursuant to the Prospectus Offering, to cover over-allotments and for market stabilization purposes, exercisable at the Unit offering price in whole or in part, at any time and from time to time, for a period of up to 30 days after the closing of the Offering.

No over-allotment will be permitted or market stabilization activities carried out in respect of the Private Placement in the United Kingdom.

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.

Your attention is drawn to the detailed terms and conditions of the Private Placement described in the Appendix to this announcement (which forms part of this announcement).

Contact Information

Aureus Mining Inc.David Reading / Jeremy CaveTel: +44(0) 20 7010 7690 BuchananBobby Morse / Louise Mason / Gordon PooleTel: +44(0) 20 7466 5000
RBC Capital Markets (Nominated Adviser and Joint Broker)Martin Eales / Richard HughesTel: +44(0) 20 7653 4000 GMP Securities Europe LLP (Joint Broker)Richard Greenfield / Alexandra CarseTel: +44(0) 20 7647 2800

Notes:

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.

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.

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.

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 broker to Aureus Mining Inc. in respect of the Private Placement.

RBC Europe Limited, which trades as RBC Capital Markets (“RBC”), is authorised and regulated in the United Kingdom by the Financial Services authority and acting as Nominated Adviser and joint broker to Aureus Mining Inc. in respect of the Private Placement.

Each of the Underwriters is acting for Aureus Mining Inc. and for no-one else in connection with the Private Placement, 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 Private Placement or any other matters referred to herein.

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

The price of the Common 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 Common Shares.

With respect to the United Kingdom, the Private Placement is only being, and may only be, made to and is directed at 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 Private Placement may otherwise be made or to whom the Private Placement 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 Private Placement is made, and without making an unlawful financial promotion, , or (2) 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 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, Relevant Persons. Any person 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 FSA 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, the Common Shares and the Warrants 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 Common Shares 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, Common Shares or Warrants in the United States and there will be no public offering of Units, Common Shares or Warrants 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 Private Placement, an offer or sale of the Units, the Common Shares or the Warrants within the United States by a dealer (whether or not participating in the Private Placement) may violate the registration requirements of the U.S. Securities Act unless such Private Placement 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 Private Placement 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 Private Placement on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix. In particular each such purchaser represents, warrants and acknowledges that it is: (i) a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Units that are allocated to it under the Private Placement for the purposes of its business; (ii) if it is outside the United States, it is subscribing for the Units under the Private Placement in an “offshore transaction” (within the meaning of Regulation S under the Securities Act); and (ii) if it is inside the United States, it is (or it is acting for the account or benefit of a person who is) a QIB who has executed and returned to the Underwriters a US investor letter setting certain representations, warranties and agreements in relation to the Placing.

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 Private Placement in the United Kingdom, the United States or elsewhere.

The Units, the Common Shares and the Warrants under the Private Placement 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, the Common Shares and the Warrants to be issued pursuant to the Private Placement 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 FOR PLACEES ONLY REGARDING THE PRIVATE PLACEMENT DIRECTED AT PLACEES OUTSIDE OF CANADA

Details of the Private Placement

It is proposed that GMP Securities L.P (“GMP”), RBC Capital Markets (”RBC”), (together the “Joint Bookrunners”) and Clarus Securities Inc. (“Clarus” collectively with the Joint Bookrunners, the “Underwriters”) will enter into an agreement with the Company (the “Underwriting Agreement”) under which, subject to the conditions referred to therein, the Underwriters will agree to purchase the Units and use commercially reasonable best efforts to arrange for substitute purchasers (“Placees”) for the Units at the placing price that is to be determined as described below. Pursuant to the terms of the Underwriting Agreement, GMP Europe and RBC will each act as joint broker in relation to the Private Placement.

The Private Placement is conditional upon the Underwriting Agreement being entered into and becoming unconditional in all respects.

The Common 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 Units.

The Common Shares allocated to Placees in the Private Placement 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 Common 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 Common Shares and their subscription by Placees and allotment and issue by the Company shall be interpreted accordingly. Holders of such Depositary Interests will be entitled to receive notices of meetings and other notices issued by the Company, exercise the voting rights attached to the underlying Common Shares and receive any dividends paid by the Company from time to time to its shareholders. The Depositary Interests will have the same security code (ISIN) as the underlying Common Shares.

As part of the Private Placement, 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 Joint Bookrunners. 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 will be made to London Stock Exchange plc. for admission to trading of the Common Shares (as represented by Depositary Interests) on AIM (“Admission”) concurrently with an application for a block listing in relation to the Common Shares (as represented by Depositary Interests) underlying the Warrants. It is expected that Admission will become effective on or around 16 November 2012 and that dealings in the Common Shares (as represented by Depositary Interests) will commence at that time.

Participation in, and principal terms of, the Private Placement

GMP and RBC are acting as joint bookrunners and, together with Clarus, as underwriters of the Private Placement.

Participation in the Private Placement will only be available to persons who may lawfully be, and are, invited to participate by the Joint Bookrunners. The Joint Bookrunners and their affiliates are entitled to participate in the Private Placement as principal.

The placing price per Unit and the number of Units to be issued will be agreed between the Joint Bookrunners and the Company following completion of a bookbuilding exercise by Joint Bookrunners (the “Bookbuild”).

Each prospective Placee’s allocation (in each case the “Private Placement Participation”) will be determined by the Joint Bookrunners in their sole discretion and will be confirmed orally by the Joint Bookrunners as agents of the Company. 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 Units 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 the Company’s articles of incorporation. For the avoidance of doubt, acceptance of the Private Placement 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 Joint Bookrunners reserve the right to scale back the number of Units to be subscribed by any Placee in the event of an oversubscription under the Private Placement. The Joint Bookrunners also reserve 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 Joint Bookrunners 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 (i) Common Shares to the Depositary on the basis that the Depositary will issue Depositary Interests representing those Common Shares in accordance with the procedures set out under ‘Registration and Settlement’ herein and (ii) Warrants to that Placee, conditional upon Admission becoming effective.

Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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 Private Placement Participation is confirmed, settlement for all Units to be acquired pursuant to the Private Placement will be required to be made at the same time, on the basis explained below under ‘Registration and Settlement’.

Completion of the Private Placement will be subject to the fulfilment of the conditions referred to below under ‘Conditions of the Private Placement’ and to the Private Placement not being terminated on the basis referred to below under ‘Termination of the Underwriting Agreement’. In the event that the Underwriting Agreement is not entered into or does not otherwise become unconditional in any respect or, after having been entered into, is terminated, the Private Placement will not proceed and all funds delivered by the Placee to the Joint Bookrunners in respect of the Placee’s Private Placement Participation will be returned to the Placee at the Placee’s risk without interest.

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

By participating in the Private Placement, each Placee will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be making 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 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) is subscribing 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 Private Placement, each Placee will acknowledge 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 Joint Bookrunners nor any of their 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 Joint Bookrunners nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners’ conduct of the Bookbuild or of such alternative method of effecting the Private Placement as the Joint Bookrunners and the Company may agree.

Conditions of the Private Placement

Completion of the Private Placement 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 Units in accordance with the Underwriting Agreement; and

(d) Admission taking place not later than 14:30 (London time) on 16 November 2012 or such later date as the Company and the Joint Bookrunners may otherwise agree (not being later than 8.00 a.m. on 30 November 2012).

If (i) any of the conditions contained in the Underwriting Agreement in relation to the Units are not fulfilled or waived by the Joint Bookrunners, by the respective time or date where specified (or such later time or date as the Company and the Joint Bookrunners 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 Private Placement 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 Joint Bookrunners may, at their discretion and upon such terms as they think 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 of the Joint Bookrunners 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 Private Placement nor for any decision they may make as to the satisfaction of any condition or in respect of the Private Placement generally and by participating in the Private Placement each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Termination of the Private Placement

Following execution of the Underwriting Agreement, the Joint Bookrunners will be entitled, at any time before Admission, to terminate the Underwriting Agreement by giving notice to the Company if, inter alia:

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

(b) 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;

(c) there has been any 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 Joint Bookrunners, would be material in the context of the Private Placement; or

(d) 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 Joint Bookrunners), which has not been rescinded, revoked or withdrawn and which, in the opinion of the Joint Bookrunners, 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 Units or Units or would reasonably be expected to materially adversely affect the market price or value of the Units; or

(e) in the opinion of the Joint Bookrunners (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 Joint Bookrunners (acting in good faith) be likely to prejudice the value or marketability of the Units or the success of the Private Placement.

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 Private Placement, Placees agree that the exercise by the Joint Bookrunners of any right of termination or by the Joint Bookrunners of any other discretion under the Underwriting Agreement will be within the absolute discretion of the Joint Bookrunners, and that the Joint Bookrunners need not make any reference to Placees and that the Joint Bookrunners 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 Services Authority (“FSA”) in relation to the Private Placement 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 Private Placement, 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 Joint Bookrunners or any other person and none of the Company or the Joint Bookrunners nor any other person will be liable for any Placee’s decision to participate in the Private Placement 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 Private Placement. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Common Shares following Admission and payment of the purchase price payable for a Placee’s Private Placement 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. The Company reserves the right to require settlement for and delivery of the Common Shares (or a portion thereof) to Placees in certificated form if in the Joint 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 Private Placement 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 Joint Bookrunners.

Trade date: 12 November 2012
Settlement date: 16 November 2012
ISIN code for the Common Shares: CA0515471070
Deadline for input instructions into CREST: 3pm (UK time) on 15 November 2012

Settlement of transactions in the Common Shares, when purchased pursuant to the Private Placement, will take place by the crediting of Depositary Interests to a CREST account operated by the respective Joint Bookrunners as agent for the Company in respect of Placees procured by the Joint Bookrunners and the Joint Bookrunners will enter their respective 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.

The Company will deliver the Warrants in certificated form to the Placees at an address which Placees will be required to confirm in writing to the Joint Bookrunners prior to 16 November 2012.

It is expected that settlement will be on 16 November 2012 on a T + 4 basis in accordance with the instructions given to the Joint Bookrunners. Settlement will either be through RBC against CREST ID 388 or 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 Joint Bookrunners.

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, and any combination of Common Shares and Warrants thereof, 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 Common Shares on such Placee’s behalf.

If Units 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 Units 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 Units 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 Private Placement.

Representations and Warranties

By participating in the Private Placement 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 Private Placement 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 Units and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

5. Acknowledges that the common shares are (and the Common 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 will not be a resident of Australia, Canada or Japan, and (ii) that the Common 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 Units, underlying Common Shares, Warrants and Common Shares underlying the Warrants, issued pursuant to the Private Placement may not be sold, transferred or otherwise disposed of to a 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 Private Placement 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 Private Placement 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 Private Placement;

10. Represents and warrants that neither it, nor the person specified by it for registration as a holder of Common Shares or Warrants is, or is acting as nominee or agent for, and that the Units 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 Private Placement Participation in which event all funds (if any) delivered by the Placee to the Underwriters pursuant to the Private Placement 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 Private Placement 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 Common Shares in, from or otherwise involving, the United Kingdom;

17. 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);

18. Represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the FSMA (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, the Warrants and the Common 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 Units 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 Private Placement and that participation in the Private Placement 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 Private Placement 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 Common Shares and Warrants 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 Private Placement and it agrees to indemnify the Company and the Underwriters in respect of the same on the basis that (a) the Common Shares will be allotted to the CREST stock account of the Joint Bookrunners and (b) the Warrants will be held by the Joint Bookrunners 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 Units (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 Private Placement and a Placee’s participation in the Private Placement 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 Private Placement;

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 Private Placement 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 Private Placement. 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 Common 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 Common Shares is, or is acting as nominee or agent for, and that the Units 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 Private Placement. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Private Placement, including the merits and risks involved; and

33. Acknowledges and agrees that any Common Shares that it is allocated in the Private Placement will be allotted and issued to the Depositary, and that the Company shall procure that the Depositary shall issue Depositary Interests representing the Common Shares allocated to it in accordance with the procedures set out under ‘Registration and Settlement’ herein, and that the Joint Bookrunners 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 each of the Joint Bookrunners.

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

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 FSA 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.

Stabilisation/FSA