Aureus Mining Inc. - US$15.3 Million Equity Financing for New Liberty Optimised Mine Plan

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NEW LIBERTY CONSTRUCTION UPDATE

TSX : AUE
AIM : AUE

Highlights:

Financing

• US$ 15.3 million subscribed for through IFC subscription and brokered financing at 18p per share
• Funds raised to finance a new mine plan for New Liberty to increase life of mine cash flow and accelerate cash generation in early years

New Mine Plan

• An additional 28,000 ounces of gold expected to be produced in first year of production through the mining of an additional starter pit to bring the total Year 1 target production to 122,000 ounces of gold
• Post tax project NPV of expected cash flows from commencement of commercial production¹ increased to US$ 328 million²
• Significant free cash now expected to be generated throughout the Life of Mine with earlier free cash to fund Aureus' exciting exploration programmes
• New mine plan is more aligned to the current gold price environment and de-risks the New Liberty Project by increasing operational flexibility through the provision of a larger stockpile and more working faces
• Life of Mine average operating cash costs expected to be reduced by 8% to US$ 692/oz with all-in sustaining cash costs reduced by 7% to US$ 789/oz

Construction Update

• Mining operations have commenced with first blast of 25,000 tonnes of waste rock successfully completed in January 2015
• First gold expected by the end of May 2015. Further plant optimisation and final commissioning expected to occur in June, leading to steady state production during July 2015
• Delay to the production schedule is a direct consequence of the Ebola crisis in the Republic of Liberia with associated direct and indirect costs to Aureus of approximately US$ 18 million which are fully funded from the Company's current cash resources and facilities
• Liberia is making significant progress in the fight against Ebola with only five new cases confirmed in the week to 1 February 2015, down from a peak of 300 new cases per week in August and September 2014
  Notes:
  ¹ cash flows from life of mine operations before debt servicing and repayment
  ² using a gold price of US$1,300/oz flat, 5% discount rate and corporation tax rate of 25%

TORONTO, Feb. 9, 2015 /CNW/ - Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the "Company") is pleased to announce that it has entered into an Agency Agreement and a Subscription agreement (each as defined below) in connection with the issue of 56,000,000 new common shares of the Company ("Shares") for proceeds of approximately £10.1 million (approximately US$15.3 million) before expenses.

The Company has entered into an agency agreement (the "Agency Agreement") with GMP Securities Europe LLP. and Numis Securities Limited (together the "Bookrunners") and Edgecrest Capital Corporation (collectively the "Agents"), pursuant to which, subject to the conditions referred to therein, the Agents have agreed, on a reasonable endeavours basis, to procure purchasers for 26,760,234 new common shares of the Company ("Shares") at a price of 18p per Share (the "Issue Price") to raise gross proceeds of approximately US$7.3 million (approximately £4.8 million) (the "Offering").

In addition to the Offering, Aureus is pleased to announce that it has entered into a subscription agreement with International Finance Corporation ("IFC"), the private sector arm of the World Bank Group, for a subscription, subject to the conditions therein referred to, of 29,239,766 Shares at the Issue Price to raise gross proceeds of approximately US$ 8.0 million (the "Subscription").

The funds raised by the Offering and the Subscription will be used to fund a new mine plan at New Liberty, which should allow for increased flexibility and generate stronger cash flows, particularly in the early years of the Project's production phase.

David Reading, President and Chief Executive Officer of Aureus Mining, said:
"The funds to be raised through the Offering and the Subscription will allow the Company to push forward with the new optimised mining plan, which is more in line with the current gold price environment and achieves significant additional and accretive benefits to all our shareholders and stakeholders through earlier cash flow generation, a lower cost profile and improved operational efficiencies.  We would like to thank both our existing and new shareholders for their support in bringing New Liberty into full production.

"Despite the challenges posed by the Ebola outbreak, our construction and operations teams have worked tirelessly to continue the development of the New Liberty Project.  The completion of the first blast represents a major milestone towards the first gold pour of the first commercial gold mine in Liberia."

Impact of Ebola Crisis
The Ebola outbreak has had a significant effect on the Republic of Liberia with 8,700 Ebola-related cases and in excess of 3,600 deaths.  Recently, considerable progress has been made in the fight against Ebola with the Republic of Liberia seeing a substantial decline in the number of new cases - only five new confirmed cases were reported in Liberia in the week to 1 February 2015, down from a peak of 300 new cases per week during August and September 2014.

While Aureus maintained construction activities throughout the peak of the Ebola crisis, first gold pour has been delayed from March 2015 to the end of May 2015 as a result of logistical and other difficulties beyond the Company's control, with steady state production now scheduled for July 2015.

Whilst Aureus implemented stringent health protocols and procedures to ensure that construction activities could continue, the Ebola outbreak has resulted in:

• Direct additional costs of approximately US$ 6 million;
• Indirect additional costs associated with the delay and contractual commitments of approximately US$ 10 million at the project level; and
• Indirect additional non-project costs of approximately US$ 2 million at Company level.

Hence, the Company estimates its total additional direct and indirect costs related to Ebola to be approximately US$ 18 million.  

However, despite the delay to the construction schedule and the increased costs introduced by the difficulties of operating throughout the Ebola outbreak, the Company remained fully funded to complete the New Liberty plant construction and reach nameplate production capacity with its available cash resources and finance facilities prior to this announcement.

New Mining Plan Optimises Returns and Provides Greater Operational Flexibility
The Company remains funded for its current development plan as set out in the definitive feasibility study titled "New Liberty Gold Project, Liberia, West Africa Updated Technical Report" dated July 3, 2013 ("DFS"), which may be found under the Company's profile at SEDAR.com.  However, when taking into account the delay to the commencement of processing operations, the DFS does not optimise returns in the current gold price environment.

Since the DFS was completed in 2013, the Company has continued to conduct further evaluation including grade control drilling to produce a better geological understanding of the orebody. Utilising this information an optimal new mine plan has been produced.

The previously published DFS mine plan ceases to provide sufficient operational flexibility during the production phase and has an increased execution risk when considering potential operational outages.  This is primarily due to the DFS mine plan being based on a single starter pit, minimising operational face lengths and also not allowing enough gold bearing ore to be built up on the stockpile to feed the plant in the event of an outage.

The new mine plan compensates for the delay and improves the Project's economics.  It reduces costs over the life of mine ("LOM") and generates stronger cash flows, particularly during the ramp-up period and first six months of production, producing significantly increased free cash flow after debt servicing.

The principal benefits of the new mine plan relative to the existing DFS plan are listed below:

• Stronger cash generation, particularly in the early stages of the Project, which will provide more cash for exploration and working capital
• Greater operational flexibility through the creation of two starter pits, providing increased face length and stockpile management and giving greater confidence that production targets will be met
• Increased Run of Mine ("ROM") ore stockpiles ensure against any unforeseen production disruption
• Reduction in mining cash costs based on more efficient mining by utilizing the layout of the mining infrastructure, such as the waste dumps

The new mine plan involves a revised mining sequence, now running from East to West, which utilises two shallower starter pits at Kinjor and Larjor.  This provides increased operational flexibility due to the increased workable face lengths and allows access to areas of high grade ore earlier in the LOM.  A drainage berm surrounding the open pit, which is constructed from waste rock, has also been incorporated into the new mine plan.  The construction of this berm not only shortens the haulage distance for waste rock, but also lowers the Project execution risk in the wet season by safely reducing water ingress into the pit, minimising the pumping required to keep the pit fully operational throughout the wet season.  For further details, please see the link below:

http://aureus-mining.com/wp-content/uploads/2015/02/New-Mine-Plan-Fundamentals.pdf

The new mine plan also incorporates increased efficiencies in the mining fleet and schedule, including "hot seat change over" at the start and end of shifts and the use of temporary haulage ramps to the north of the pit to minimise waste haulage distances.  This enables more waste rock to be removed and ore to be mined and processed earlier in the mining schedule.  The new mine plan also has the incremental benefit of the current low fuel prices, which helps to reduce the overall mining cost. 

The incorporation of two starter pits combined with the increased mining and trucking efficiencies has allowed the Company to develop a more refined stockpile strategy than that outlined in the DFS.  The increased early tonnage in the new schedule allows the Company to create a larger stockpile of ore on the ROM Pad, thus enabling higher ore grade material to be blended and fed to the process plant earlier than in the original schedule.  This also provides an additional safeguard to any potential problems in the pit by having more ore material available for processing.  The stockpile blending strategy facilitates a consistent grade of ore to be fed to the process plant.  Additional oxide material will be blended with sulphide ore during dry seasons, improving plant throughput by some 15%.

The change in the mining schedule results in the completion of mining operations four months earlier than planned in comparison to the DFS when maintaining all other material parameters.  The revised production profile is more appropriately aligned to the current gold price environment and the basis of the new plan is that 10% more ore material is mined and 35% more gold is produced in 2015 in comparison to the delayed DFS mine plan (described below).  These revisions more than adequately compensate for the delay in processing operations caused by the Ebola outbreak.

The key Project parameters comparing the existing DFS mine plan to the delayed DFS mine plan and the new mine plan can be summarised as follows:

¹ Delayed DFS Mine Plan is the original DFS mine plan adjusted for the three month delay in processing operations caused by the Ebola outbreak.

A series of graphs comparing the new mine plan against the DFS mine plan are presented below:

http://aureus-mining.com/wp-content/uploads/2015/02/New-Mine-Plan-v-DFS-Mine-Plan.pdf

The total cost associated with implementing the new mine plan is approximately US$ 15 million and relates to the increased pre-strip mining activities occurring over the delay period.  The total cost can be summarised as follows:

As at 31 December 2014, the Company had cash resources of approximately US$ 33 million and US$ 20 million of undrawn debt finance facilities, having drawn down US$ 80 million of the debt finance facilities.  Net proceeds of the Subscription and Offering will be used to finance the new mine plan with the remaining funds coming from the Company's existing cash resources.  The existing debt finance facilities and remaining existing cash resources will finance the completion of the construction of New Liberty and fund general working capital. 

Grade Control Drilling
Reverse-Circulation ("RC") grade control drilling has been completed for the Year 1 mining schedule.  The assay results show excellent correlation with and confirm the original Resource model interpretation and the revised wireframe shows slightly higher grade and more volume in some areas of the deposit.  The Year 1 pit in the new mine plan focuses on mining the high grade intersections in the near-surface area of Larjor and this detailed grade control drilling will help to enhance grade management and enable better spatial definition of the high grade zones.

Further details on the Year 1 Grade Control Programme are available below:

http://aureus-mining.com/wp-content/uploads/2015/02/Grade-Control.pdf

Reserve Statement
The Reserve for the new mine plan is consistent with that used in the DFS mine plan and has only been subject to scheduling changes in the way that it is mined. All other parameters remain unchanged.

The Reserve statement for the National Instrument 43-101 ("NI 43-101") compliant DFS for the New Liberty Gold Project was based on the Resource statement that was announced on 1 October 2012.  The Reserve statement was compiled by AMC Consultants ("AMC") with contributions from DRA Mineral Projects ("DRA") for metallurgical recovery and processing costs and initial capital numbers.  The Reserve estimate was undertaken by AMC in accordance with the requirements of NI 43-101.

The total mineral reserve estimate of 923,716 oz of gold grading 3.4 g/t is comprised of 704,600 tonnes grading 4.4 g/t (for 99,470 oz) in the proven mineral reserve category and 7,789,500 tonnes grading 3.3 g/t (for 824,246 oz) in the probable mineral reserve category, as detailed in the table below.  The proven mineral reserve and probable mineral reserves are contained within open pits of depths between 180 and 220 metres below surface.  The ore body is still open at depth.

The Reserve estimate can be summarised as follows:

Notes:

1. The Mineral Reserve was estimated by construction of a block model within constraining wireframes and based on measured mineral resources and indicated mineral resources
2. The Mineral Reserve is reported at a cut-off grade of 0.8 g/t Au and ore grading between 0.8 and 1.0 g/t cut-off is stockpiled for processing towards the end of the mine life
3. A dilution skin of 0.5 m added and a minimum mining width of 2.5 m was applied
4. The Mineral Reserves were estimated based on the updated NI 43-101 Mineral Resource
5. The cut-off grade of 0.80  g/t was used for pit optimisations and were based on a gold price of US$ 1,300 / oz
6. A 93 % metallurgical gold recovery was used
7. Due to rounding, some columns or rows may not add up exactly to the computed totals

New Mine Plan – Accretive to All Stakeholders
The new mine plan de-risks the production phase of the Project, particularly in the earlier part of the production period, due to the following factors:

• Increases expected LoM cash generation by US$ 51 million
• Reduces expected All-In Sustaining Cash Cost¹ by 7%
• Accelerates expected cash flow with an expected additional 28,000 ounces of gold produced in first year of production

¹ As defined by the World Gold Council

The key Project parameters comparing the existing and delayed DFS to the new mining plan can be summarised as follows:

Notes:

1. NPVs calculated using a discount rate of 5%
2. DFS tax rate was 30% whereas Delayed DFS and New Mine Plan tax rate is 25% per the amended Mineral Development Agreement
3. Net cash flow after all costs and debt servicing and repayment.  Not calculated in DFS as funding structure was not finalised at the time of study
4. Cost of mining fleet in the DFS based on finance lease arrangement and included in All-In Sustaining Cash Cost (as defined by World Gold Council) and not Operating Cash Cost.  Delayed DFS and New Mine Plan based on mining fleet hire contract and included in Operating Cash Cost
5. NPV of Project level cash flows (before debt servicing and repayment) from the start of commercial production in July 2015
6. NPV of Project level cash flows (before debt servicing and repayment) from the start of construction in December 2012
7. Delayed DFS Mine Plan is the original DFS mine plan adjusted for the three month delay in processing operations caused by the Ebola outbreak

Operational Update – New Liberty Open Pit Pre-Stripping Initiated, First Blast Completed and Plant Build 75% Complete
Further to the commencement of pre-strip mining operations in October 2014, mining of first ore in the Larjor pit has commenced.  Mining activities have focused on the upper levels of the Larjor pit, where mining levels are being established within the pit boundary.  Gold bearing oxide, fresh ore and mineralised waste is currently being stockpiled in preparation for the commencement of processing.  For these mining and pre-strip activities a Komatsu PC1250 excavator was matched to Caterpillar 740 Articulated Dump Trucks ("ADT").  The main fleet consisting of Komatsu 785 Dump Trucks have arrived on site and has been commissioned on time for taking over from the existing ADT fleet during the first quarter of 2015.

First Blast
The first two blast blocks were completed in the Larjor area of the New Liberty Open Pit on 24 January and 28 January 2015.  Each blast block was made up of approximately 300 blast holes and each resulted in the blasting of 25,000 tonnes of waste rock, achieving excellent fragmentation.  This fresh rock is now being used for construction purposes, which includes the construction of a protective flood bund around the Larjor pit area.

For further details of the first blast, please see gallery below:

http://aureus-mining.com/gallery/construction-update-jan15

Plant Construction
Construction activities at the Project are progressing well with the Engineering, Procurement and Construction Management ("EPCM") contract 75% complete as of 16 January 2015.  The Primary and Secondary Crushers and Ball Mill are now fully installed and awaiting power for directional testing.

A milestone was recently achieved when the reagent mixing area, plants and all pipe racks were handed over to the structural steel, mechanical, plate work and piping ("SMPP") contractor for construction.

Other Highlights
The accommodation blocks at Camp David for visitors and junior and senior employees have been completed and are now occupied.  The potable water plant has been commissioned and work has started on the sewage plant.  The plant administration buildings are now also fully completed and the offices are occupied by both the EPCM contractor and owners teams.  The plant stores and workshop have also recently been completed and are ready for occupation.

Orders for reagents have also been placed with suppliers and the first batch of reagents is currently shipping to site in preparation for the commencement of processing operations.

Details on the overall construction progress are included in the following illustration:

http://aureus-mining.com/wp-content/uploads/2015/02/New-Liberty-Construction-Schedule-Project-Progress.pdf

Photographs of the construction progress at New Liberty can be found at:

http://aureus-mining.com/gallery/construction-update-feb15

Health & Safety
One Lost Time Injury ("LTI") event was recorded during October 2014 and the total LTI free hours are now at 517,110 since this event occurred – there have currently been 98 days worked without an LTI event on site.  This is an exemplary achievement for a construction project of this nature and magnitude.

Presidential Commendation
The Company recently received a Presidential Commendation in President Ellen Johnson Sirleaf's annual State of the Nation address for its impressive work in the development of the New Liberty Project, despite the challenges of operating throughout the Ebola outbreak.

Commenting in her annual State of the Nation address, Her Excellency Ellen Johnson Sirleaf, President of the Republic of Liberia, said:
"I commend the impressive work of the gold mining concessionaire, Aureus Mining, in Grand Cape Mount County and I urge all of you to visit the concession site for a personal appreciation of the beneficial results of these arrangements that you have approved."

Further Details of the Offering
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 17 February 2015, or such other date as the Company and the Agents may agree.  The Offering is also conditional upon the Agency Agreement not having been terminated.

The closing of the Offering is not, conditional on closing of the Subscription.

The Shares 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 Shares in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Shares 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 Shares 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.

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 on or around 17 February 2015 and that dealings in the Shares will commence at that time.

In this announcement US$ amounts have been translated at a rate of £1:US$1.52.

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 ("DFS") has been completed on the Project and construction is well progressed.  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 3 July, 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 2015.  Ndablama has an indicated mineral resource of 386,000 ounces of gold grading 1.6 g/t and inferred mineral resource of 515,000 ounces of gold grading 1.7g/t and Weaju has an inferred mineral resource of 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 2015, 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 December 1, 2014 and entitled "Ndablama and Weaju Gold Projects, Bea Mountain Mining Licence, Northern Block, Technical Report on Mineral Resources" ("Ndablama and Weaju Technical Report 2014").

The Company also has a gold exploration permit 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 has reviewed and approves this press release and the documents contained in the hyperlinks herein.

Forward Looking Statements
Certain information contained in this news release and in the documents hyperlinked herein relating to Aureus is forward looking information.  This information may relate to future events or the Company's future performance.  All information other than information of historical fact is forward looking information.  The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "predict" and "potential" and similar expressions are intended to identify forward looking information.  This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information.  No assurance can be given that this information will prove to be correct and such forward looking information included in this news release and the documents hyperlinked herein should not be unduly relied upon.  This information speaks only as of the date of this news release.  Such forward looking statements include, among other things, statements or information relating to: the New Liberty Gold Project (including the quantity and quality of mineral resource and mineral reserve estimates), the potential to upgrade inferred mineral resources, opportunities to optimize the New Liberty Gold Project, the ability of the Company to develop the New Liberty Gold Project into a mine and the proposed new plans relating thereto regarding operations and mine design, estimates relating to tonnage, grades, waste ratios, recovery rates, future gold production, future cash flows, life-of-mine estimates, assay results, gravity concentration test results, expectations regarding throughput gold production, mill treatment and plant feed, estimates of capital and operating costs and start-up costs, anticipated sources of funding, expectations regarding staffing requirements and the engagement of external contractors, estimates of revenues and pay-back periods, estimates of net present values and internal rates of return, expectations regarding operating parameters, plans regarding optimization work (including the timing thereof), construction activities, power supply and infrastructure development, plans regarding community development and water management, transportation methods, the proposed budget for the work program at the New Liberty Gold Project, asset retirement obligations and decommissioning requirements, plans for further exploration work, including drilling and metallurgical test work, expectations regarding the potential direct and indirect environmental and socio-economic impacts of the New Liberty Project, as well as the other forecasts, estimates and expectations relating to the New Liberty Gold Project included in this news release and the documents hyperlinked herein, the future market price of commodities, strategic plans, production targets, timetables, the continued listing of the common shares of the Company on the TSX and the AIM, financing plans and alternatives, the completion of the Offering and the Subscription, Aureus' intended use of proceeds from the Offering and the Subscription, progress in the fight against Ebola, proposed plans and exploration activities on the Company's other target areas (including the proximal targets of Weaju, Ndablama, Leopard Rock, Gondoja, Yambesei, Archean West, Mabong and Mafa West) and the timing related thereto, and targets, goals, objectives and plans associated therewith, the Company's expectation that all licences/permits will be able to be obtained, when required and the Company's intentions regarding employee training.  

With respect to forward looking information contained in this news release and the documents hyperlinked herein, assumptions have been made regarding, among other things: general business, economic and mining industry conditions; interest rates and foreign exchange rates; mineral resource and mineral reserve estimates; geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral resources and mineral reserves) and cost estimates on which the mineral resource and mineral reserve estimates are based; the parameters and assumptions employed in the New Liberty Technical Report, (including but not limited to, those relating to construction, future mining and operating costs, processing and recovery rates, net present values and internal rates of return, timing for the commencement of production, tax and royalty rates,  future gold prices, metallurgical rates, pit design, operations and management, grades, the base case analysis and the proposed budget for further exploration plans and objectives); the supply and demand for commodities and precious and base metals and the level and volatility of the prices of gold; market competition; the ability of the Company to raise sufficient funds from capital markets and/or debt to meet its future obligations and planned activities; the business of the Company including the continued exploration of its properties; the political environments and legal and regulatory frameworks in Liberia and Cameroon with respect to, among other things, the ability of the Company to obtain, maintain, renew and/or extend required permits, licences, authorizations and/or approvals from the appropriate regulatory authorities and the ability of the Company to continue to obtain qualified staff and equipment in a timely and cost-efficient manner to meet its demand. Assumptions used in the preparation of such information, although considered reasonable by Aureus at the time of preparation, may prove to be incorrect.

Actual results could differ materially from those anticipated in the forward looking information contained in this news release and the documents hyperlinked herein as a result of the risk factors, including: risks normally incidental to exploration and development of mineral properties; the inability of the Company to obtain required financing when needed and/or on acceptable terms or at all; risks that the cost of implementing the New Mine Plan and the operating cash costs of the New Liberty Gold Project exceed those estimated in the New Mine Plan; risks related to operating in West Africa; health risks associated with the mining workforce in West Africa; risks related to the Company's title to its mineral properties; adverse changes in commodity prices; risks related to current global financial conditions; risks that the Company's exploration for and development of mineral deposits may not be successful; risks normally incidental to exploration and development of mineral properties; the inability of the Company to obtain, maintain, renew and/or extend required licences, permits, authorizations and/or approvals from the appropriate regulatory authorities and other risks relating to the legal and regulatory framework in Liberia, including adverse changes in applicable laws; competitive conditions in the mineral exploration and mining industry; risks related to obtaining insurance or adequate levels of insurance for the Company's operations; uncertainty of mineral resource and reserve estimates; the inability of the Company to delineate additional mineral resources; risks related to environmental regulations; uncertainties in the interpretation of results from drilling; uncertainties in the estimates and assumptions used, and risks in the methodologies employed, in the New Liberty Technical Report and that the completion of additional work at the New Liberty Gold Project could result in changes to the forecasts, estimates and expectations contained in the New Liberty Technical Report; risks related to the legal systems in Liberia; risks related to the tax residency of the Company; the possibility that future exploration, development or mining results will not be consistent with expectations; delays in construction; inflation; changes in exchange and interest rates; risks related to the activities of artisanal miners; actions of third parties that the Company is reliant upon; lack of availability at a reasonable cost or at all, of plants, equipment or labour; the inability to attract and retain key management and personnel; political risks; the inability to enforce judgments against the Company's directors and officers; the inability of Aureus to obtain TSX approval of the Offering and Subscription; the inability of Aureus to complete the Offering and the Subscription; risks related to the Ebola crisis; and future unforeseen liabilities and other factors.

Disclosure herein of exploration information and of mineral resources and mineral reserves is derived from the New Liberty Technical Report. Information relating to "mineral resources" and "mineral reserves" is deemed to be forward looking information as it involves the implied assessment based on certain estimates and assumptions that the mineral resource and mineral reserves can be profitable in the future. 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.  By their nature, mineral resource and reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable.  If such mineral resource estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company.  Accordingly, readers should not place undue reliance on forward looking information.  Mineral resources that are not mineral reserves do not have demonstrated economic viability.  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. 

The forward looking information included in this news release and the documents hyperlinked herein is expressly qualified by this cautionary statement and is made as of the date of this news release.  The Company does not undertake any obligation to publicly update or revise any forward looking information except as required by applicable securities laws.

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, which is a member company of GMP Securities L.P, is authorised and regulated in the United Kingdom by the Financial Conduct authority 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 Agents 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 Agent 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 Agents 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 Agents 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 Agents 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 Shares 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 Agents have agreed that, except as permitted by the Agency Agreement and as expressly permitted by applicable laws of the United States, they will not offer or sell the Shares within the United States. The Agency Agreement permits the Agents, through certain of their U.S. broker-dealer affiliates, to (i) offer and sell the Shares 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 Shares in the United States and there will be no public offering of Shares in the United States. Moreover, the Agency Agreement provides that the Agents will offer and sell the Shares 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 Shares 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 not subject to the laws of Canada (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Shares 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 Shares 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 Shares 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.

SOURCE Aureus Mining Inc.