Aureus Mining Inc. - US$72 million equity fundraise to finance the transition to an owner-operator mining model and strengthen the balance sheet

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

TSX: AUE
AIM: AUE

TORONTO, Oct. 14, 2016 /CNW/ - Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the "Company") is pleased to announce that it has conditionally raised approximately US$72 million via an equity fundraising to finance the Company's transition to an owner-operator mining model, repay amounts due to Nedbank Limited and FirstRand Bank Limited (the "Lenders"), and to strengthen its balance sheet.

Highlights:
Financing

• Approximately US$60 million to be raised from MNG Gold Jersey Limited ("MNG Gold") through a direct subscription with the Company at a price of 1.5p per share (the "Subscription")
• Approximately US$12 million to be raised from institutional investors (the "Principal Placing") at a price of 1.5p per share (the "Placing Price")
• The net proceeds of the Subscription and Principal Placing (together the "Fundraise") will be used as follows:
  • to effect the Company's transition to an owner-operator mining model through the proposed acquisition by Bea Mountain Mining Corporation ("BMMC") of mining equipment and inventory from Atmaca Services (Liberia) Inc. ("ASLI") and the termination of the mining services contract, as set out in the Company's announcement of 6 September 2016 (the "Acquisition"). Management estimate that the transition to an owner-operator mining model could result in cost savings for BMMC of approximately US$1.5 – 2.0 million per month;
  • to pay historic MonuRent (Liberia) Limited ("MonuRent") invoices assigned to ASLI;
  • to make principal and interest repayments due to the Lenders;
  • to fund improvements to the processing plant and tailings storage facility ("TSF");
  • for regional exploration of existing licenses; and
  • for general working capital requirements.
• The Company has granted an option to Numis Securities Limited ("Numis") in order to enable Numis to increase the size of the Placing by up to 540,000,000 Shares amounting to gross proceeds of approximately US$10 million (the "Broker Option"). The Broker Option is available to all existing shareholders (other than MNG Gold and placees under the Principal Placing) and Aureus employees and provides the opportunity for them to participate in the Placing at the Placing Price
• As announced yesterday, the Company has received an extension until 14 December 2016 of the default waiver and standstill agreement from its Lenders, announced on 15 June 2016
• MNG Gold, the Company's majority shareholder, is in discussions with the Lenders with regards to potentially providing a corporate guarantee in exchange for the re-sculpting of debt repayments and the relaxation of loan covenants. Should these negotiations not result in an amendment to the terms of the Company's project finance facilities then, notwithstanding the Fundraise, the Company may be in breach of certain covenants once covenant testing recommences

Operational updates

• Performance at the Company's New Liberty Gold Mine continues to improve with 6,021 ounces of gold produced in September 2016
• Under its rescheduled production profile ("Updated Profile"), the Company is targeting production of approximately 100,000 ounces of gold in 2017 with life-of-mine cash costs of US$743 per ounce and all-in-sustaining costs of US$845 per ounce
• The Directors believe the Updated Profile has scope for further optimisation and that there is the potential to review the pit shell and contained gold ounces once lower operating costs have been demonstrated
• The Company has made progress in addressing the issues that have led to the historical failure to deliver the Company's mine plan. These include improving the detoxification circuit, increasing the number of experienced operators on site, establishing more efficient procurement processes and plans to redesign the TSF

Overview of the Fundraise
The Company has conditionally raised approximately US$72 million through the issue of 3,900,000,000 new common shares of the Company ("Shares") at the Placing Price, to be comprised of 3,250,000,000 Shares issued to MNG Gold at the Placing Price pursuant to the Subscription and 650,000,000 Shares issued to institutional investors at the Placing Price pursuant to the Principal Placing. Following the Fundraise the Company will have 5,104,039,001 Shares in issue. Under the terms of the Broker Option, the Company may also issue up to a further 540,000,000 Shares.

The Placing and the Subscription are conditional, inter alia, upon minority shareholder approval being obtained for the Subscription (which is proposed to be sought on or around 29^th November 2016 at a special meeting of shareholders (the "Special Meeting")) and the approval of the Toronto Stock Exchange ("TSX"). For the purposes of the TSX approval, the Company intends to rely on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a recognized exchange, such as AIM.  The Placing is also conditional on minority shareholder approval being obtained for the Acquisition (as described below) and the Acquisition and the Subscription becoming unconditional.  On or around 4^th November 2016, a circular containing the notice of the Special Meeting will be sent to shareholders on the register on 27 October 2016 (the "Record Date").

Subject to, inter alia, minority shareholder approval being obtained for the Acquisition and the Subscription, it is expected that dealings in the shares to be issued pursuant to the fundraising will commence at 8.00 a.m. (London time) on 6 December 2016 and that the Acquisition will complete shortly after Admission.

At the Special Meeting, the Company will also be seeking the authority of the shareholders to change the name of the Company to Avesoro Resources Inc.  If shareholders vote to approve the change of name, the Company also intends to change its TIDM code to ASO on both AIM and the TSX, effective on or around the date of Admission of the Shares to AIM and TSX.

Following completion of the Fundraise, and assuming no shares are issued pursuant to the Broker Option, MNG Gold will hold 3,912,222,429 Shares in the Company representing 76.6% of the Company's share capital as enlarged by the Fundraise.  If the Broker Option is exercised in full, MNG Gold will continue to hold the same number of Shares in the Company, then representing 69.3% of the Company's share capital as enlarged by the Fundraise and the shares issued following exercise of the Broker Option.

In addition, further to its initial investment in the Company in July 2014, the International Finance Corporation ("IFC"), the private sector arm of the World Bank Group, which currently has a shareholding in the Company of approximately 1.7% has the right, but not the obligation, to maintain its pro rata shareholding in any equity financing undertaken by the Company, including the Fundraise.

Serhan Umurhan, Chief Executive Officer of Aureus, said:

"The fund raise provides the key to unlock the significant value from Aureus's high grade assets.  We have been very encouraged by the significant support from a broad range of investors, as well as by the significant progress MNG Gold has made in turning around the New Liberty mine since taking control only as recently as 15^th July this year.  MNG Gold remains firmly committed to continuing the transformation of these assets into a long term, sustainable business to the benefit of all stakeholders, and to establishing Avesoro Resources Inc. as a platform for further growth."

Background and operational update
Following the restart of processing operations at New Liberty in late June 2016, the Company experienced periods of unscheduled plant downtime which disrupted gold production in Q3 2016.  Average plant utilisation has been approximately 73% since the recommencement of operations.  The Company poured and shipped approximately 14,000 ounces of gold in the third quarter of 2016.

Plant modifications and optimisation activities continue to progress. The detoxification circuit is now recycling process plant effluent to reduce discharge from the TSF and operating costs.  Changes to the operation and design of the TSF from an overflow to a closed system with controlled discharge has ensured that all recent discharges from the TSF have been within permitted levels in accordance with the International Cyanide Management Code.  The Company also plans to redesign the TSF during the dry season so as to establish a longer-term solution.

The Company has made progress in addressing a number of the issues that have contributed to the historical failures to deliver the Company's mine plan on schedule:

• Detoxification circuit now recycling process plant effluent to reduce discharges from the TSF and operating costs;
• Existing Aureus operating team supplemented with MNG Gold expertise at the Company's processing plant;
• Utilising MNG Gold's existing procurement capability in Liberia and internationally to reduce reliance on outsourced procurement; and
• Entered into a contract with an established explosives supplier in Liberia, reducing costs to US$1,350 per tonne from recent costs of up to US$2,200 per tonne whilst importing from overseas.

Under its Updated Profile, the Company is targeting production of approximately 100,000 ounces of gold in 2017 with life-of-mine cash costs of US$743 per ounce and all-in-sustaining costs of US$845 per ounce.

The Directors believe the Updated Profile has scope for further optimisation and that there is the potential to review the pit shell and contained gold ounces once lower operating costs have been demonstrated.

Transition to owner-operator mining model
As set out in the Company's announcement of 6 September 2016, the mining services contract at New Liberty (the "Contract"), which had previously been held by MonuRent, was novated to ASLI (a Liberian company that is wholly owned by MNG Gold). As part of the transaction ASLI acquired the heavy mining equipment ("Mining Equipment") and inventory on-site at New Liberty from MonuRent and the MonuRent employees were transferred to ASLI.

As soon as reasonably practicable following completion of the Fundraise, the Company will, through its wholly owned subsidiary BMMC, complete the Acquisition by:

• Acquiring the Mining Equipment for a cash consideration of US$15.4 million from ASLI at no gain or loss;
• Acquiring the inventory on-site (currently estimated at US$7.1 million) at closing from ASLI at no gain or loss (subject to post-closing adjustments following a stocktake) ("Inventory"); and
• Paying to ASLI a fee of US$4.5 million to terminate the Contract, being the same amount as the novation fee paid by ASLI to MonuRent.

In addition, the former MonuRent employees will transfer from ASLI to BMMC on the same terms and conditions thereby achieving the transition of BMMC to owner-operator of the mining operations at the New Liberty Mine.

The Acquisition is conditional upon payment by BMMC of certain historic invoices acquired by ASLI from MonuRent ("Historic Invoices"), minority shareholder approval (which is proposed to be sought at the Special Meeting on or around 29^th November 2016), the approval of the TSX and any other required regulatory approvals, as well as other customary terms and conditions. For the purposes of the TSX approval, the Company intends to rely on the exemption set forth in Section 602.1 of the TSX Company Manual, which provides that the TSX will not apply its standards to certain transactions involving eligible interlisted issuers listed on a recognized exchange, such as AIM. 

The strategic decision to move to an owner-operator mining model is a result of the previously announced on-going review of the Company's cost base.  Management estimate that the transition to an owner-operator mining model could result in cost savings of approximately US$1.5 – 2.0 million per month and significantly improve the operational and financial flexibility of the Company.  In order to make an efficient transition to owner-operator mining, the Company will draw on the experience of MNG Gold, a company which successfully owns and operates mining activities at the Kokoya Gold Mine in Liberia.

Use of proceeds
The proceeds of the Fundraise will be used as follows:

Project finance facilities
As announced yesterday, the Company has received an extension until 14 December 2016 of the default waiver and standstill agreement from its Lenders, announced on 15 June 2016.

MNG Gold, the Company's majority shareholder, is in discussions with the Lenders with regards to potentially providing a corporate guarantee in exchange for the re-sculpting of debt repayments and the relaxation of loan covenants.  Should these negotiations not result in an amendment to the terms of the Company's project finance facilities then, notwithstanding the Fundraise, the Company may be in breach of certain covenants once covenant testing recommences.

Related party transactions
MNG Gold, which currently holds 55.0% of the Company's issued share capital has committed to subscribe for 3,250,000,000 Shares pursuant to the Subscription. Given the current shareholding of MNG Gold, the Subscription by MNG Gold will constitute a related party transaction under the AIM Rules. The independent directors of the Company, consisting of Mr David Netherway, Mr Jean-Guy Martin and Mr Loudon Owen consider, having consulted with the Company's Nominated Adviser, that the terms of this transaction are fair and reasonable insofar as its shareholders are concerned.

The acquisition of the Mining Equipment and Inventory from ASLI and the payment of the contract termination fee to ASLI for an expected aggregate cash consideration of approximately US$27.0 million (subject to a stock-take adjustment) constitute a related party transaction under the AIM Rules. The independent directors of the Company, consisting of Mr David Netherway, Mr Jean-Guy Martin and Mr Loudon Owen consider, having consulted with the Company's Nominated Adviser, that the terms of this transaction are fair and reasonable insofar as its shareholders are concerned.

Following the completion of the Subscription and the Principal Placing, MNG Gold will hold 3,912,222,429 Shares, representing approximately 76.6% of the then issued and outstanding Shares on a non-diluted basis.  Should the Placing not complete, MNG Gold will hold the same number of Shares, representing approximately 87.8% of the then issued and outstanding Shares on a non-diluted basis.

The Subscription will also constitute a related party transaction under the TSX Rules and applicable Canadian securities laws, including Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The acquisition of the Mining Equipment and Inventory from ASLI and the payment of the contract termination fee to ASLI will also represent a related party transaction under the TSX Rules and applicable Canadian securities laws, including MI 61-101, by virtue of ASLI being a wholly owned subsidiary of MNG Gold.

The Company will be seeking minority shareholder approval of the Subscription and the Acquisition (collectively, the "Related Party Transactions") pursuant to section 5.6 of MI 61-101, as further described below.

Pursuant to subsection 5.5(c) of MI 61-101, the Subscription will constitute a distribution of securities of the Company to a related party for cash consideration and neither the Company, nor to the knowledge of the Company after reasonable inquiry, MNG Gold, have knowledge of any material information concerning the Company or its securities that has not been generally disclosed. As a result, the proposed issuance of Shares to MNG Gold meets the requirements of Section 5.5(c) of MI 61-101 and the Company is exempted from having to obtain a formal valuation in connection with the Subscription.

Pursuant to subsection 5.5(h) of MI 61-101, the Acquisition constitutes a transaction where (i) the assets being sold were acquired by a related party of the Company in a prior arm's length transaction, (ii) the prior arm's length transaction was completed not more than 12 months prior to the date of the agreement to resell the assets, and (iii) a qualified, independent valuator has provided an opinion that the value of the consideration paid by the Company for the assets is not more than consideration paid by the related party in the prior arm's length transaction. As a result, the transaction meets the requirements of Section 5.5(h) of MI 61-101 and the Company is exempted from having to obtain a formal valuation of the subject matter of the transaction.

Neither the Company nor any of its officers or directors, after reasonable inquiry, are aware of any prior valuations or bona fide offers that have been completed or received by the Company in the past 24 months in respect of the Company that relate to the subject matter of or are otherwise relevant to the Related Party Transactions.

The Related Party Transactions are also subject to the receipt of TSX approval. However, the Company qualifies as an "eligible interlisted issuer" as defined under the TSX Company Manual and, accordingly, is permitted to avail itself on the exemption under Section 602.1 of the TSX Company Manual which exempts an "eligible interlisted issuer" listed on a recognized exchange, such as AIM, from the application of the requirements contained in Section 501 of the TSX Company in respect of a transaction involving insiders or other related parties.

Agency agreement
The Company and Numis have entered into an agency agreement (the "Agency Agreement") pursuant to which Numis has agreed, in accordance with the terms of the Agency Agreement, to use its reasonable endeavours to procure subscribers on behalf of the Company for 650,000,000 Shares at the Placing Price.

The Agency Agreement contains customary warranties given by the Company to Numis as to matters relating to the Company and its business and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing. Numis is entitled to terminate the Agency Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate or were misleading and upon the occurrence of certain other events.

The Placing is conditional, inter alia, on:

• the relevant customary conditions in the Agency Agreement being satisfied or (if applicable) waived and the Agency Agreement not having been terminated in accordance with its terms prior to Admission;
• minority shareholder approval being obtained for the Related Party Transactions on the terms described above and the Subscription and the Acquisition becoming unconditional; and
• Admission becoming effective by no later than 8.00 a.m. on 6 December 2016 (or such later time and/or as Numis and the Company may agree, being not later than 8.00 a.m. on 6 February 2017).

The Company has also granted the Broker Option to Numis under the Agency Agreement in order to enable Numis to place up to an additional 540,000,000 Shares at the Placing Price, in the event that further requests to participate in the Placing from existing shareholders (other than MNG Gold and placees under the Principal Placing) and Aureus employees are received.

The Broker Option is exercisable at the discretion of Numis on one or more occasions at any time prior to 4.30 p.m. London time on 28 October 2016. Any Shares issued pursuant to the exercise of the Broker Option will be issued at the Placing Price and on the terms and conditions set out in the Appendix to this announcement. The Broker Option may be exercised by Numis at their discretion, with the agreement of the Company, but there is no obligation on Numis to exercise the Broker Option or to seek to procure subscribers for Shares pursuant to the Broker Option. The net proceeds received by the Company pursuant to the exercise of the Broker Option (if any), being a maximum of approximately US$10.0 million gross, will be used for general corporate purposes.

The maximum number of new Shares that may be issued pursuant to the exercise of the Broker Option is 540,000,000, and therefore the maximum number of Shares (including Shares issued pursuant to exercise of the Broker Option) that may be issued pursuant to the Fundraise is 4,440,000,000.

The Shares issued pursuant to the Placing will represent, in aggregate, approximately 12.7 per cent. of the enlarged issued share capital of the Company following the Fundraise. The Shares issued pursuant to the Principal Placing together with Shares issued upon exercise of the Broker Option (assuming that the Broker Option is exercised in full) would represent, in aggregate, approximately 21.1 per cent. of the enlarged issued share capital of the Company following the Principal Placing, the Subscription and the exercise in full of the Broker Option. The Shares issued pursuant to the Fundraise and all Shares issued upon exercise of the Broker Option will be issued fully paid and will, upon issue, rank pari passu in all respects with the Ordinary Shares then in issue, including all rights to receive all dividends and other distributions declared, made or paid following Admission of such Shares. Neither the Shares issued pursuant to the Principal Placing nor the Shares that may be issued under the Broker Option are being made available to the public or being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing is not underwritten by Numis.

Application will be made to the London Stock Exchange and the TSX for Admission of the Shares to be issued pursuant to the Fundraise (and if relevant on exercise of the Broker Option), and it is expected that dealings will commence at 8.00 a.m. (London time) on 6 December 2016.

MNG Gold Subscription agreement

MNG Gold has agreed to subscribe for 3,250,000,000 shares for an aggregate subscription amount of approximately US$60 million in a direct subscription with the Company at the Placing Price. The Subscription by MNG Gold is also subject to customary conditions, including the approval of the TSX, and the approval of Shareholders at the Special Meeting as detailed elsewhere in this Announcement.

If the Placing does occur, MNG will take up and acquire 3,250,000,000 shares following which, MNG Gold will hold 3,912,222,429 Shares in the Company representing 76.6% of the Company's share capital. In the event that the Placing does not occur MNG Gold will hold the same number of Shares in the Company representing 87.8% of the Company's share capital as then enlarged.

Acquisition agreement

BMMC and ASLI have entered into an asset purchase agreement (the "Acquisition Agreement") pursuant to which BMMC has agreed, in accordance with the terms of the Acquisition Agreement, to:

• Acquire the Mining Equipment from ASLI for a cash consideration of US$15.4 million;
• Pay to ASLI a fee of US$4.5 million to terminate the Contract; and
• Acquire the inventory on-site at closing from ASLI (subject to post-closing adjustments following a stocktake) at the unit prices agreed by ASLI with MonuRent and applied to the inventory valuation for that transaction (currently estimated at approximately US$7.1 million).

In addition, the former MonuRent employees will transfer from ASLI to BMMC on the same terms and conditions and the mining services agreement between ASLI and BMMC shall terminate with effect from the closing date.

The Acquisition Agreement is conditional upon, inter alia, Aureus obtaining minority shareholder approval for the transaction, completion of the Subscription, BMMC receiving consent to the transaction from the Lenders and BMMC having paid the Historic Invoices.

Where applicable, the Acquisition Agreement is substantially similar to the agreement between MonuRent and ASLI including, inter alia, warranties given by ASLI in favour of BMMC and closing deliverables from both parties.

Arbitration update

As previously announced, the Company received a request for arbitration from International Construction & Engineering (Seychelles) ("ICE") in November 2015 with respect to ICE's contract to carry out civil and earth works at Aureus' New Liberty Gold Mine. ICE's contract was terminated in August 2014, the Company having taken the appropriate legal advice, when the works were approximately 60-70% completed. The remaining earthworks were completed by directly engaged labour and contractors supervised by the project's EPCM contractor.

The Company strongly believes that the request is without merit and opportunistic. An arbitration ruling is expected by the end of the year, and the Company is confident that no material amounts will be found payable.

Change of name

The Company announces today that it intends to change its name to Avesoro Resources Inc.  The authority to change the name will be sought from the shareholders at the Special Meeting described below.  Assuming that it is approved by shareholders, the change of name will take effect shortly thereafter.

Change of TIDM

The Company announces today that it intends to change its TIDM to ASO on both AIM and TSX, conditional on the change of name being approved by shareholders at the Special Meeting described below.  Assuming that the change of name is approved by shareholders, the change of TIDM is expected to take effect on or around the date of Admission of the Shares to AIM and TSX.

Special Meeting of Shareholders

The Company has announced the Special Meeting will be held on or around 29 November 2016 to approve, among other things, the Related Party Transactions. The record date for the Special Meeting will be the close of business on 27 October 2016.

At the Special Meeting, the resolution approving the Related Party Transactions must be approved by a majority of the votes cast by the shareholders of the Corporation, other than (i) MNG and (ii) any of its respective related parties, associates or affiliates, and any joint actors of the foregoing (which, collectively, currently own approximately 662,232,429 Shares of the Company, representing approximately 55.0% of the Company's issued share capital), present in person or by proxy at the Special Meeting.

The independent directors of the Company's Board of Directors have unanimously approved the Related Party Transactions and recommend that shareholders of the Company vote in favour of these transactions.

Details of the items of business to be conducted at the Special Meeting, including all information required by MI 61-101, will be contained in a management information circular, which will be mailed to shareholders, and available on the Company's profile on SEDAR at www.sedar.com, on or about 4 November 2016.

Unless otherwise stated, all references in this announcement to dates and time are to London time.

An exchange rate of US$1.23 : £1.00 has been used in this announcement.

About Aureus Mining
The Company's assets include the New Liberty Gold Mine in Liberia (the "New Liberty Gold Mine, "New Liberty" or the "mine") 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 has been completed, the first gold pour has taken place and commercial production has been declared.  The foregoing mineral reserve and mineral resource estimates and additional information in connection therewith are set out in the Company's technical report dated March 25, 2015 and entitled "New Liberty Gold Project, Bea Mountain Mining Licence Southern Block, Liberia, West Africa, Definitive Project Plan".

The New Liberty Gold Mine is located within the Southern Block of the 100% owned Bea Mountain mining licence.  This licence covers 478 km² and has a 25 year, renewable, mineral development agreement.  The Bea Mountain mining license also hosts additional gold projects of Ndablama, Gondoja, Weaju and Leopard Rock which are the focus of exploration programs during 2016. 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 1.7 g/t and Weaju has an inferred mineral resource of 178,000 ounces of gold grading 2.1 g/t.  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".

The Company also has a gold exploration permit in Cameroon.

Qualified Persons
The Company's Qualified Person is Mark J. Pryor, who holds a BSc (Hons) in Geology & Mineralogy from Aberdeen University, United Kingdom and is a Fellow of the Geological Society of London, a Fellow of the Society of Economic Geologists and a registered Professional Natural Scientist (Pr.Sci.Nat) of the South African Council for Natural Scientific Professions.  Mark Pryor is an independent technical consultant with over 25 years of extensive global experience in exploration, mining and mine development and is a "Qualified Person" as defined in National Instrument 43 -101 "Standards of Disclosure for Mineral Projects" of the Canadian Securities Administrators and has reviewed and approves this press release.

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.

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.

This Announcement also contains references to estimates of mineral resources. The estimation of mineral resources is inherently uncertain and involves subjective judgments about many relevant factors. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The accuracy of any such estimates is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation, which may prove to be unreliable and depend, to a certain extent, upon the analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. Mineral resource estimates may have to be re-estimated based on, among other things: (i) fluctuations in commodity prices; (ii) results of drilling; (iii) results of studies; (iv) changes to proposed mining operations, including dilution; (v) the evaluation of mine plans subsequent to the date of any estimates; and (vi) the possible failure to receive required permits, approvals and licences.

SOURCE Aureus Mining Inc.