Early Warning Report Filed Pursuant to Canada's National Instrument 62-103 and 62-104
16 Jun, 2016, 08:24 ET
ST HELIER, Jersey, June 16, 2016 /CNW/ - This news release is issued by MNG Gold Jersey Limited ("MNG Gold"), pursuant to the early warning requirements of Canada's National Instrument 62-103 and 62-104 with respect to the common shares, and a promissory note convertible into common shares, of Aureus Mining Inc. ("Aureus").
On June 15, 2016, Aureus announced a private placement (the "Private Placement") with MNG Gold. The Private Placement to MNG Gold consists of two tranches.
- Tranche 1: 59,533,674 common shares at a price of 3.21p (US$0.045302)(approximately Cdn$0.058447) per common share and a promissory note in the aggregate principal amount of US$12,303,006 (the "Promissory Note"), for aggregate gross proceeds of US$15 million (Cdn$19.3 million); and
- Tranche 2: 331,111,209 common shares at a price of 3.21p (US$0.045302) per Share for aggregate gross proceeds of US$15 million (Cdn$19.3 million), to be completed upon clearance by the Toronto Stock Exchange ("TSX") of certain personal information forms.
Details of the Private Placement can be found in the Aureus news release dated June 15, 2016. MNG Gold owned no securities of Aureus prior to agreeing the Private Placement.
The Tranches will close separately. On completion of Tranche 1, MNG will have actual beneficial ownership of 59,533,674 common shares (representing 9.90% of the then outstanding common shares), and will be deemed to beneficially own an aggregate of 602,688,755 common shares issuable on conversion of the Promissory Note (271,577,546 common shares) and completion of Tranche 2 (331,111,209 common shares), representing 50.00% of the then outstanding common shares on a partially diluted basis. Subject to the terms and conditions of the Private Placement, at the completion of Tranche 2 (which includes the conversion of the Promissory Note to common shares), MNG Gold will have actual beneficial ownership of 662,222,429 common shares representing 55.00% of the then outstanding common shares. All of these securities will be beneficially owned and controlled by MNG Gold.
MNG Gold will acquire the common shares and Promissory Note for investment purposes. MNG Gold has no present intention to acquire any additional common shares or other securities of Aureus, or dispose of common shares of Aureus.
Upon completion of Tranche 2, the following changes will be made to the Board of Directors and management of Aureus:
- CEO – David Reading will resign and will be replaced by Serhan Umurhan, currently General Manager of MNG Gold;
- CFO – Paul Thomson will resign, but continue for 12 months in a consultancy role. Geoff Eyre, currently CFO of MNG Gold, will be appointed as CFO; and
- Board – Mehmet Nazif Gűnal will join the Board as Non-Executive Chairman. Serhan Umurhan and Geoff Eyre will join the board as Directors. David Netherway, Loudon Owen and Jean-Guy Martin will continue as Non-Executive Directors. Karin Ireton and Adrian Reynolds will resign as Directors of Aureus.
The above appointments are subject to the completion of satisfactory due diligence by Aureus's nominated adviser and relevant TSX approvals.
SOURCE MNG Gold Jersey Limited
For further information: and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder, please go to the Aureus profile on the SEDAR website www.sedar.com, or contact Mr. Geoffrey Eyre at +44 1534 828 449. The address of MNG Gold is Ground Floor, Wellington House, 17 Union Street, St. Helier, Jersey, JE2 3RF.
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