Aureus Mining Inc. - Closing of final tranche of US$30 million equity financing and board changes

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TSX : AUE
AIM : AUE

TORONTO, July 15, 2016 /CNW/ - Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the "Company") is pleased to announce that it has closed Tranche 2 of the equity financing (the "Offering") with MNG Gold Jersey Limited ("MNG Gold"), as previously announced in the Company's news release dated 15 June 2016, pursuant to which the Company has issued 331,111,209 new common shares in the Company ("Shares") at a price of 3.21p per Share (US$0.045302) to MNG Gold, raising gross proceeds of US$15.0 million.

This follows the clearance by the Toronto Stock Exchange ("TSX") of the required personal information forms and receipt of the required AIM approvals as detailed in the Company's news release dated 21 June 2016.  Further, the promissory note in the aggregate principal amount of US$12,303,006 ("the Promissory Note") issued by the Company to MNG Gold pursuant to Tranche 1 of the Offering automatically converted into 271,577,546 Shares (also at a price of 3.21p per Share) concurrently with the closing of Tranche 2 of the Offering.  An aggregate of 662,222,429 Shares have been issued pursuant to the two tranches of the Offering and the automatic conversion of the Promissory Note.

Application has been made for the 602,688,755 new Shares to be admitted to trading on AIM with admission to take place on or around 19 July at 8.00am (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 1,024,039,001 Shares.  Accordingly, the figure of 1,024,039,001 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.

Board changes

As previously announced, following the completion of the transaction, the following changes to the Board and management of the Company have become effective:

• CEO – David Reading has resigned his position of Chief Executive Officer and is replaced by Serhan Umurhan, General Manager of MNG Gold;
• CFO – Paul Thomson has resigned his position as Chief Financial Officer. He is replaced by Geoff Eyre, CFO of MNG Gold; and
• Board of Directors – Mehmet Nazif Gunal has joined the Board as Non-Executive Chairman. Serhan Umurhan and Geoff Eyre have also joined the board as Directors. David Reading, Karin Ireton and Adrian Reynolds have resigned as Directors of the Company, whilst David Netherway, Loudon Owen and Jean-Guy Martin will continue as Non-Executive Directors of the Company.

In relation to the appointment of Mehmet Nazif Gunal, Serhan Umurhan and Geoff Eyre to the Board of Directors, Aureus confirms that there is nothing further to disclose in relation to their appointment under AIM Rule 17 or Schedule Two, paragraph (g) of the AIM Rules for Companies, save as disclosed in this announcement:

*Note: Mr Umurhan and Mr Eyre are both directors of MNG Gold Jersey Limited which following admission will hold 662,222,429 Shares representing 55% of the Company's issued and outstanding Shares.

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 Admission and commencement of dealing in the Shares.

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, and the Admission of the Shares on AIM.

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 the waiver and standstill agreement will terminate; 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.