Aureus Mining Inc. - Closing of First Tranche of US$30 Million Equity Financing

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Aureus Mining Inc.
TSX : AUE
AIM : AUE

TORONTO, June 20, 2016 /CNW/ - Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the "Company") is pleased to announce that it has closed Tranche 1 of the equity financing (the "Offering") with MNG Gold Jersey Limited ("MNG Gold"), previously announced in the Company's news release dated 15 June 2016, pursuant to which the Company has issued 59,533,674 new common shares in the Company ("Shares") at a price of 3.21p per Share (US$0.045302) and a promissory note for the aggregate principal amount of US$12,303,006 ("the Promissory Note") to MNG Gold, raising gross proceeds of US$15.0 million.

As previously announced the Tranche 2 of the Offering, for aggregate gross proceeds of a further US$15 million is to be completed upon clearance by the Toronto Stock Exchange ("TSX") of the required personal information forms and receipt of the required AIM approvals.  On completion of Tranche 2 the Promissory Note is automatically convertible into Shares.

Application has been made for the 59,533,674 new Shares to be admitted to trading on AIM with admission to take place on 22 June at 2.30pm (London time). The new Shares will rank pari passu with the Company's existing Shares.  Following the issue of the new Shares the Company's issued share capital will comprise 601,350,246 Shares.  Accordingly, the figure of 601,350,246 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

As a condition to the closing of Tranche 1 of the Offering, Aureus and MNG Gold have entered into a relationship agreement, as described in the Company's news release dated 15 June 2016. 

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or any other jurisdiction in which such an offer or solicitation is unlawful.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state laws. No public offering of securities will be made in the United States.

Forward Looking Statements

Certain information contained in this Announcement constitutes 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 Announcement should not be unduly relied upon. This information speaks only as of the date of this Announcement. Such forward looking information includes, among other things, statements or information relating to: the terms of Tranche 2 of the Offering and the completion and the anticipated timing thereof; the Admission and commencement of dealing in the Shares; and the continued listing of the Shares on the TSX and AIM.

With respect to forward looking information contained in this Announcement, assumptions have been made regarding, among other things: the approval of the TSX in connection with the Offering, the Admission of the Shares on AIM, general business, economic and mining industry conditions; interest rates and foreign exchange rates; the supply and demand for commodities and precious and base metals and the level and volatility of the prices of gold; the obtaining of waivers and amendments from the Company's creditors in respect of its debt repayment obligations; the business of the Company including the political environments and legal and regulatory frameworks in Liberia 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.

Actual results could differ materially from those anticipated in the forward looking information contained in this news release as a result of the risk factors, including: the risk that if Tranche 2 of the Offering is not completed, the waiver and standstill agreement will terminate; the risk that the TSX will not clear the Required PIFs; risks normally incidental to exploration and development of mineral properties; the inability to obtain required waivers and amendments from the Company's creditors in respect of its debt repayment obligations and consequential risks of default thereon; 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; 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 frameworks 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; risks related to environmental regulations; uncertainties in the interpretation of results from drilling; risks related to the legal systems in Liberia; risks related to the tax residency of the Company; 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, including required equipment, explosives and other necessary material not being delivered in the expected time frame, or at all; the inability to attract and retain key management and personnel; political risks; and future unforeseen liabilities and other factors.

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

SOURCE Aureus Mining Inc.