ebook img

Most recent admission document - Aureus Mining Inc. PDF

227 Pages·2011·7.99 MB·English
by  
Save to my drive
Quick download
Download
Most books are stored in the elastic cloud where traffic is expensive. For this reason, we have a limit on daily download.

Preview Most recent admission document - Aureus Mining Inc.

Proof5:7.4.11 THISDOCUMENTISIMPORTANTANDREQUIRESYOURIMMEDIATEATTENTION.Ifyouareinanydoubtaboutthecontentsofthis document or the action you should take, you should seek your own financial advice from an independent professional adviser authorised for the purposes of the Financial Services and Markets Act 2000, as amended (‘‘FSMA’’) who specialises in advising on the acquisition of shares and other securities if you are resident in the United Kingdom, or, if you are not resident in the United Kingdom, from another authorised independent adviser. The whole of the text of this document should be read. Prospective investorsshouldcarefullyconsiderthesectionentitled‘‘RiskFactors’’inPart2ofthisdocumentbeforetakinganyaction. TheDirectors,whosenamesappearonpage5ofthisdocument,andtheCompanyacceptresponsibility,bothindividuallyandcollectively,for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent information has been sourced from a third party, this information hasbeenaccuratelyreproducedand,asfarastheDirectorsandtheCompanyareawareandabletoascertainfrominformationpublishedby thatthirdparty,nofactshavebeenomittedwhichmayrenderthereproducedinformationinaccurateormisleading. This document comprises an admission document prepared in accordance with the AIM Rules. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been approved by or filed with the Financial Services Authority. This documentincludesextractsfromScheduleGofAfricanAuraMiningInc.’sCanadianmanagementinformationcirculardated28February2011 (the ‘‘Circular’’) as filed with the securities regulatory authorities in the Canadian provinces ofBritish Columbia and Alberta. The whole ofthis document should be read, including the Circular. No offer is being made of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA in circumstances that would require this document to have been approved by the United Kingdom FinancialServicesAuthority(‘‘FSA’’) undersection85(1)ofFSMA ortheProspectusRulespublishedbytheFSAimplementingtheEuropean ProspectusDirective(2003/71/EC). Application hasbeenmadeforalloftheCommon Sharestobeadmitted totrading onAIM,themarketoperated byLondonStockExchange plc(‘‘AIM’’)(‘‘Admission’’).ItisexpectedthatAdmissionwillbecomeeffectiveandthatdealingswillcommenceonAIMon13April2011. AIMisamarket designedprimarilyforemergingorsmallercompaniestowhichahigherinvestmentrisktendstobeattachedthan to larger or more established companies. AIM securities are not admitted to the Official List of the UK Listing Authority (‘‘Official List’’). Aprospectiveinvestorshouldbeawareof therisks ininvesting insuch companies and should make thedecisionto invest onlyaftercarefulconsiderationand,ifappropriate,consultationwithhisorherownindependentfinancialadviser.TherulesofAIM are less demanding than those of the Official List. It is emphasised that no application is being made for admission of these securities to the Official List. Each AIM company is required pursuant to the AIM Rules to have a nominated adviser. The nominatedadviserisrequiredtomakeadeclarationtotheLondonStockExchangeonadmissionintheformsetoutinSchedule2 totheAIMRulesforNominatedAdvisers.Further,LondonStockExchangeplchasnotitselfexaminedorapprovedthecontentsof this document. An application has been made to have the Common Shares listed on the Toronto Stock Exchange (‘‘TSX’’) in Canada. Listing on the TSX will be subject to the Company satisfying the original listing requirements of the TSX, receiving approval of the TSX and meeting all conditions of listing imposed by the TSX. There can be no assurance as to if, or when, the Common Shareswill belisted fortradingonthe TSX. Apartfrom theapplicationfor Admission and theapplicationto theTSX, the CommonSharesarenotexpectedtobedealtinonanyotherrecognisedinvestmentexchangeandnosuchapplicationshavebeen made.TheTSXtakesnoresponsibilityforthecontentsofthisdocument. AUREUS MINING INC. (IncorporatedandRegisteredinCanadaundertheCanadaBusinessCorporationsActwithregisterednumber776831-1) ADMISSION TO TRADING ON AIM Nominated Adviser Evolution Securities Limited Issued share capital immediately following Admission Issued Number 86,252,592 Common Shares of no par value* Evolution Securities Limited (the ‘‘Nomad’’), which is regulated and authorised in the United Kingdom by the FSA and is a member of the London Stock Exchange, is acting as Nominated Adviser to the Company (for the purposes of the AIM Rules) and no one else in connection with the Admission, and will not be responsible to any other person other than the Company for providing the protections afforded to customers of the Nomad nor for providing advice in relation to the contents of this document or any matter, transaction or arrangement referred to in it. The Nomad’s responsibilities as the Company’s Nominated Adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire Common Shares in the Company in reliance on any partof this document. The Nomad has not authorised the contents of this document. This document does not constitute an offer to sell, or a solicitation to buy Common Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, this document is not for distribution in, or into the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. The Common Shares have not been, nor will they be, registered under the United States Securities Act of 1933 (as amended) (the ‘‘1933 Act’’) or under the securities legislation of any state of the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations. Accordingly, the Common Shares may not, subject to certain exceptions, be offered or sold directly or indirectly in or into the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or to any national, citizen or resident of the United States of America, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan. The distribution of this document outside the United Kingdom may be restricted by law and therefore persons outside the United Kingdom into whose possession this document comes should inform themselves aboutand observe any restrictions asto the Common Shares or thedistributionof this document. *ThenumberofCommonSharesinissueonAdmissionshownaboveisbasedonthenumberofAfricanAuraCommonSharesin issueatthecloseofbusinesson6April2011 The distribution of this document in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Nomad that would permit a public offer of Common Shares, or possession or distribution of this document where action for that purpose is required. Persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of thesecuritieslaws of anysuch jurisdiction. An investment in the Company may not be suitable for all recipients of this document. Any such investment is speculative and involves a high degree of risk. Prospective investors should carefully consider whether an investment in the Company is suitable for them in light of their circumstances and the financial resources available to them. Attention is drawn, in particular,to the RiskFactors set outin Part 2of this document. Forward-lookingStatements This document contains forward looking statements relating to the Company’s future prospects, developments and strategies, which have been made after due and careful enquiry and are based on the Directors’ current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements are identified by their use of terms and phrases such as ‘‘believe’’, ‘‘could’’, ‘‘envisage’’, ‘‘estimate’’, ‘‘intend’’, ‘‘may’’, ‘‘plan’’, ‘‘will’’ or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are subject to, inter alia, the risk factors described in Part 2 of this document. The Directors believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables which could cause actual results or trends to differ materially. Each forward-looking statement speaks only asof thedate ofthe particular statement. Canada TheissueoftheCommonSharesinconnectionwiththeArrangementwillbeexemptfromtheprospectusrequirementsofthesecurities legislationoftheprovincesandterritoriesofCanada. The first trade of Common Shares issued to a Shareholder in connection with the Arrangement will not be subject to any restricted or hold period in Canada if: (i) at the time of such first trade, African Aura is (and has been for the four months immediately preceding the trade) a reporting issuer in a jurisdiction in Canada (African Aura currently being a reporting issuer in two of such jurisdictions); (ii) the trade is not a control distribution (as defined in applicable Canadian securities legislation); (iii) no unusual effort is made to prepare the market or to create a demand for the Common Shares which are the subject of the trade; (iv) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (v) if the seller of the securities is an insider or officer of the Company, the seller has no reasonable grounds to believe that the Company is in default of Canadian securitieslegislation. UnitedStates The Common Shares to be issued to Shareholders are not required to be, and will not be, registered under the 1933 Act or the securities laws of any state of the United States. Such securities will be issued, as applicable, in reliance upon the exemption provided by Section 3(a)(10) of the 1933 Act and exemptions provided under securities laws of each state in the United States in which Shareholders reside. Section 3(a)(10) exempts from the general registration requirement under the 1933 Act securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issue and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issue and exchange at which all persons to whom such securities will be issued have the right to appear. The Court is authorised to conduct a hearing to determine the fairness of the terms and conditions of the Arrangement, including the proposed issue of securities in exchange for other outstanding securities and the final order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the 1933 Act with respect to the Common Shares to be issued in connection withtheArrangement. The Common Shares will be freely transferable under U.S. federal securities laws by those persons not deemed to be ‘‘affiliates’’ (asthat term isdefinedinRule 144under the1933 Act) of theCompany. An ‘‘affiliate’’ of an issuer (as defined in Rule 144 under the 1933 Act), is a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer, and generally includes executive officers and directors of the issuer as well as principal shareholders of the issuer. In general, subject to certain limitations, affiliates who are affiliates solely by virtue of their status as an officer or director of the Company may immediately resell the Common Shares, as applicable, outside the United States without registration under the 1933 Act in an ‘‘offshore transaction’’ (which would include a sale through the TSX) if neither the seller nor any person acting on its behalf engages in ‘‘directed selling efforts’’ in the United States and no selling commission, fee or other remuneration is paid in connection with such sale other than a usual and customary broker’s commission. For purposes of Regulation S, ‘‘directed selling efforts’’ means ‘‘any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered’’ in the sale transaction. Certain additional restrictions are applicable to a holder of the Common Shares who is an affiliate of the Company after the Arrangement other than by virtue of his or her status as an officer or director of the Company. Common Shares held by affiliates may also be resold in compliance with the provisions of Rule 144 under the 1933 Act or as otherwise permitted under the 1933 Act. In general, under Rule 144 under the 1933 Act, persons who are affiliates of the Company after the Arrangement will be entitled to sell in the United States, during any three-month period, a portion of the Common Shares that they receive in connection with the Arrangement, provided that the number of Common Shares sold does not exceed the greater of one per cent. of the number of Common Shares then outstanding, subject to specified restrictions on manner of sale, notice requirements, aggregation rules and the availability of current public information about the Company. Persons who are affiliates of the Company will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of theCompany. The foregoing discussion is only a general overview of certain requirements of United States securities laws applicable to the Common Shares received upon completion of the Arrangement. All Shareholders in the United States are urged to consult with counsel to ensurethat the resale oftheir securitiescomplieswith applicable securities legislation. Copies of this document shall be available free of charge during normal business hours on any day (except Saturdays, Sundays and public holidays) from Evolution Securities Limited at 100 Wood St, London EC2V 7AN for a period of one month fromthe dateof Admission and available onthe Company’s website www.aureus-mining.com. 2 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG CONTENTS Page Expected Timetable 4 Market Statistics 4 Directors, Company Secretary and Advisers 5 Definitions 7 Glossary 12 Part 1 Information in respect of the Group 16 Part 2 Risk Factors 50 Part 3 New Liberty Technical Report 55 Part 4 Additional Information 209 3 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG EXPECTED TIMETABLE Date of publication of this document 7 April 2011 Admission effective and commencement of dealings on AIM 13 April 2011 Depositary interests credited to CREST accounts 14 April 2011 MARKET STATISTICS Number of Common Shares in issue at Admission 86,252,592 CUSIP 051547107 ISIN CA0515471070 SEDOL B60MMJ0 AIM Symbol AUE NOTE:The numberof CommonShares in issueon Admissionshownaboveis basedon the numberof African Aura CommonSharesinissueatthecloseofbusinesson6April2011 4 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors David George Netherway (Non-Executive Chairman) David John Reading (President and Chief Executive Officer) Luis Guilherme Cabrita da Silva (Non-Executive Director) David Malcolm Beatty (Non-Executive Director) Marvin Joseph Singer (Non-Executive Director) Adrian James Reynolds (Non-Executive Director) Registered Office of the TD Waterhouse Tower Company Suite 2300 79 Wellington Street West Toronto, Ontario Canada M5K 1H1* Other Address from which the 41 Maiden Lane Company primarily trades London WC2E 7LJ United Kingdom Tel: +44 (0) 20 7257 2930 Company Secretary Louise Vallaincourt-Chaˆtillon* Company Website www.aureus-mining.com Nominated Adviser and Joint Evolution Securities Limited Broker 100 Wood Street London EC2V 7AN United Kingdom Joint Broker RBC Capital Markets 71 Queen Victoria Street London EC4V 4DE United Kingdom UK Solicitors to the Company Cobbetts LLP 70 Gray’s Inn Road London WC1X 8BT United Kingdom Canadian Counsel to the Macleod Dixon LLP Company TD Waterhouse Tower Suite 2300 79 Wellington Street West Toronto, Ontario Canada M5K 1H1 British Columbia Counsel to Axium Law Corporation the Company Suite 3350-1055 Dunsmuir Street Vancouver Canada V7X 1L2 US Counsel to the Company Skadden, Arps, Slate, Meagher & Flom LLP 222 Bay Street Suite 1750, P.O. Box 258 Toronto, Ontario Canada M5K 1J5 * CorrectasattheEffectiveDate–Pleaserefertodisclosureatparagraph2.3ofPart4. 5 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG Solicitors to the Nomad Memery Crystal LLP 44 Southampton Buildings London WC2A 1AP United Kingdom Reporting Accountants and BDO LLP Auditor 55 Baker Street London W1U 7EU United Kingdom Competent Person AMC Consultants (UK) Limited Level 7 Nicholsons House Nicholsons Walk Maidenhead Berkshire SL6 1LD United Kingdom Registrars Computershare Investor Services Inc Vancouver Office: 510 Burrard Street 3rd Floor Vancouver British Columbia V6C 3B9 Canada Computershare Investor Services plc UK Office: The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom 6 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG DEFINITIONS Unless the context otherwise requires or where otherwise provided, the following words and terms shall have the respective meanings set forth below when used in this document. Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders. ‘‘1933 Act’’ the United States Securities Act of 1933, as amended ‘‘2006 Act’’ the UK Companies Act 2006 ‘‘Admission’’ theadmissionoftheCommonSharestotradingonAIMandsuch admission becoming effective in accordance with the AIM Rules ‘‘African Aura’’ African Aura Mining Inc., a corporation incorporated under the BCBCA to be renamed ‘‘Afferro Mining Inc.’’ in connection with, and on completion of the Arrangement ‘‘African Aura Board’’ the board of directors of African Aura ‘‘African Aura Common Shares’’ the existing common shares which African Aura is authorised to issue ‘‘African Aura Option’’ an outstanding option to purchase one African Aura Common Share granted pursuant to the African Aura Stock Option Plan ‘‘African Aura Stock Option the stock option plan of African Aura Plan’’ ‘‘AIM’’ themarketofthatnameoperatedbyLondonStockExchangeplc ‘‘AIM Mining, Oil & Gas the ‘Note for Mining, Oil & Gas Companies’ published by the Companies Note’’ London Stock Exchange setting out specific requirements, rule interpretation and guidance relating to resource companies, as may be amended from time to time ‘‘AIM Rules for Nominated the AIM Rules for Nominated Advisers setting out the eligibility, Advisers’’ ongoing obligations and certain disciplinary matters in relation to nominatedadviserspublishedbytheLondonStockExchangeas amended from time to time ‘‘AIM Rules’’ the AIM Rules for Companies setting out the rules and responsibilities in relation to AIM companies published by the London Stock Exchange as amended from time to time ‘‘AMC’’ AMC Consultants (UK) Limited ‘‘Arrangement’’ thearrangementpursuanttotheprovisionsofDivision5ofPart9 oftheBCBCAonthetermsandconditionssetforthinthePlanof ArrangementassetoutintheCircular,subjecttoanyamendment orsupplementtheretomadeinaccordancewiththeArrangement Agreement, the Plan of Arrangement or at the direction of the Court ‘‘Arrangement Agreement’’ the arrangement agreement dated 25 February 2011 (as amended) between African Aura and Aureus Mining, details of which are set out in paragraph 11.1.5 of Part 4 of this document ‘‘Arrangement Resolution’’ the special resolution concerning the Arrangement considered at the Meeting ‘‘Aureus Mining Option’’ anoptiontopurchaseoneCommonSharetobegrantedpursuant to the Aureus Mining Stock Option Plan ‘‘Aureus Mining Redemption thenon-interestbearingdemandpromissory notetobeissuedto Note’’ African Aura by Aureus Mining as payment of the Aureus Mining Reorganisation Shares pursuant to paragraph 3.1(g) of the Plan of Arrangement 7 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG ‘‘Aureus Mining Reorganisation the new class of special shares in the capital of the Company Shares’’ havingtherights,privileges,restrictionsandconditionsassetout in the Plan of Arrangement ‘‘Aureus Mining Stock Option the resolution to approve the Aureus Mining Stock Option Plan Plan Resolution’’ and the unallocated options, rights and entitlements thereunder ‘‘Aureus Mining Stock Option the stock option plan of the Company to be effective on the Plan’’ Effective Date ‘‘BCBCA’’ the Business Corporations Act (British Columbia), as amended ‘‘Bea’’ Bea Mountain Mining Corporation, a Liberian wholly-owned subsidiary of African Aura ‘‘Bea MDA’’ the mineral development agreement granted to Bea on 25 November 2001 for an initial term of 25 years, and which may be extended for successive 25 year terms, by the Government of Liberia relating to property in the Bea Mountain in Liberia ‘‘Bea Mining Licence’’ has the meaning ascribed thereto in Part 1 of this document ‘‘CBCA’’ the Canada Business Corporations Act, as amended ‘‘Circular’’ the management information circular dated 28 February 2011 of AfricanAuraincludingallschedulesattachedthereto,availableat www.african-aura.com/i/pdf/AAM_-_FINAL_Information_Circular.pdf ‘‘City Code’’ the City Code on Takeovers and Mergers ‘‘Common Shares’’ thecommonsharesofnoparvalueinthecapitaloftheCompany ‘‘Company’’ or ‘‘Aureus Mining’’ Aureus Mining Inc., a company incorporated under the federal laws of Canada with corporation number 776831-1 ‘‘Corporate Governance Code’’ the UK Corporate Governance Code issued by the Financial Reporting Council ‘‘Court’’ the Supreme Court of British Columbia ‘‘CREST’’ the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited ‘‘CREST Regulations’’ the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time ‘‘Depositary Interests’’ the depositary interests representing African Aura Common Shares which are traded on AIM ‘‘Directors’’ or ‘‘Board’’ the directors of the Company ‘‘Disclosure Rules’’ Transparency Obligations Directive (Disclosure and Transparency Rules) Instrument 2006 (FSA 2006/70#) ‘‘Dissent Right’’ therightofaRegisteredShareholderofAfricanAuratodissentin respect of the Arrangement Resolution in accordance with the provisions of the BCBCA ‘‘Dissenting Shareholder’’ aRegisteredShareholderofAfricanAurawhodissentsinrespect of the Arrangement Resolution in strict compliance with the provisions of the BCBCA ‘‘Effective Date’’ 13 April 2011 ‘‘Effective Time’’ 12.01 a.m. (Toronto Time) on the Effective Date ‘‘Exercise Price Proportion’’ the fraction A/B where: (A) is the Trading Price of a Common Share; and (B) is the aggregate of the Trading Price of a Common Share and the Trading Price of a New African Aura Common Share 8 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG ‘‘Financial Services and the Financial Services and Markets Act 2000, as amended Markets Act’’ or ‘‘FSMA’’ ‘‘Golden Star’’ GoldenStarResourcesLimited,acorporationincorporatedunder the federal laws of Canada ‘‘Group’’ the Company and its Subsidiary Undertakings ‘‘Introduction Agreement’’ the agreement dated 7 April 2011 between the Company, the Nomad and the Directors, details of which are set out in paragraph 11.1.2 of Part 4 of this document ‘‘Joint Broker’’ or ‘‘RBC’’ Royal Bank of Canada Europe Limited trading as RBC Capital Markets of 71 Queen Victoria Street, London EC4V 40E ‘‘London Stock Exchange’’ London Stock Exchange plc ‘‘Mano’’ Mano River Resources Inc., the former name of African Aura ‘‘MDM’’ MDM Engineering Group Ltd. ‘‘Meeting’’ thespecialmeetingoftheshareholdersofAfricanAuraheldon5 April 2011 ‘‘Merger’’ the merger under the laws of the British Virgin Islands of Mano’s then subsidiary, Manaar Limited and African Aura Resources Limited on 13 October 2009 ‘‘New African Aura Common thecommonshareswhichAfricanAurawillbeauthorisedtoissue Shares’’ on and after the Effective Date and having the attributes as set out inExhibitIItothe Plan ofArrangementand, after thechange of the designation of such new common shares to common shares as provided in Exhibit V attached to the Plan of Arrangement, means the common shares which African Aura will then be authorised to issue ‘‘New African Aura Option’’ an option to purchase one New African Aura Common Share to be granted pursuant to the African Aura Stock Option Plan ‘‘New Liberty Gold Project’’ African Aura’s 100% owned gold project in Liberia ‘‘New Liberty Technical Report’’ has the meaning ascribed thereto in Part 1 of this document ‘‘NI 43-101’’ Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects ‘‘Nomad’’ or ‘‘Evolution’’ Evolution Securities Limited of 100 Wood St, London EC2V 7AN ‘‘Official List’’ the official list of the UK Listing Authority ‘‘Option Measurement Date’’ the first Trading Day following the Effective Date on which the New African Aura Common Shares are trading on the TSXV and the Common Shares are trading on the TSX ‘‘Participating Shareholder’’ means,withrespecttotheArrangement,ashareholderofAfrican Aura, other than a Dissenting Shareholder ‘‘Plan of Arrangement’’ a plan of arrangement in substantially the form of the plan of arrangementwhichisattachedasAppendixIItotheArrangement Agreement or in such other form as will result in the Transferred Assets being acquired by Aureus Mining and each of the then current African Aura shareholders having the same percentage shareholding in each of African Aura and Aureus Mining at the Effective Time, in either case as amended, modified or supplemented from time to time in accordance with the provisions of the Arrangement Agreement, the Plan of Arrangement or at the direction of the Court 9 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG ‘‘Prospectus Rules’’ theProspectusRulesbroughtintoeffecton1July2005pursuant to Commission Regulation (EC) No. 809/2004 ‘‘Regulation S’’ Regulation S adopted by the United States Securities and Exchange Commission under the 1933 Act ‘‘Registered Shareholder’’ a registered holder of African Aura Common Shares as recorded in the securities register of African Aura maintained by Computershare Investor Services Inc. ‘‘Services Agreement’’ theagreementtobedated13April2011betweenAfricanAura(1) and Aureus Mining Inc. Services Limited (2) for the provision of certain management, accounting, financial, tax, legal, technical, information and technology, investor relations and administrative services by African Aura to Aureus Mining, details of which are set out in paragraph 11.1.6 of this document ‘‘Shareholders’’ holders of Common Shares ‘‘Sonfon Project’’ the gold project in Sierra Leone which is the subject of a joint venture agreement betweenAfricanAuraandGoldenStarwhich willformpartoftheTransferredAssetsistobetransferredtothe Company with effect from the Effective Time ‘‘Stellar’’ Stellar Diamonds plc, a company incorporated under the laws of England and Wales ‘‘Stellar Shares’’ the ordinary shares of Stellar owned indirectly by African Aura, representing approximately 14.1 per cent. of the issued ordinary shares of Stellar ‘‘Subsidiary Undertakings’’ AureusMiningInc.ServicesLimited,ManoGoldInvestmentsLtd, Golden Leo Resources Limited, Golden Leo Resources Limited (Branch), Mano Gold (Liberia) Limited, Bea Mountain Mining Corporation,AfricanAuraResources(CAM)Limited,AfricanAura Resources Cameroun SARL, Mano Diamonds Limited, Golden Limbo Rock Resources Ltd, Golden Limbo Rock Resources SA, African Aura Resources (LIB) Limited, African Aura Resources (LIB) Limited, African Aura Resources (CAR) Limited, African Aura Resources (Centrafrique) SURL and African Aura Resources (ZIM) SARL ‘‘Trading Day’’ a day, other than a Saturday or Sunday, when both the TSX and the TSXV are open for trading ‘‘Trading Price’’ theone-dayvolumeweightedaveragetradingpriceoftheAureus MiningCommonSharesontheTSXortheAfricanAuraCommon Shares on the TSXV, as the case may be, on the Option Measurement Date ‘‘Transferred Assets’’ the shares of Mano Gold Investments Ltd, the directly-held subsidiaryofAfricanAurawhichdirectlyorindirectlyholdsAfrican Aura’s gold assets (including the New Liberty Gold Project), the sharesofManoDiamondsLimited,thedirectly-heldsubsidiaryof African Aura which holds the Stellar Shares, as well as cash and cashequivalentsequalto40percent.ofAfricanAura’stotalcash balance immediately prior to the Effective Time (estimated as being approximately US$10.6 million based on information available at 6 April 2011) and other assets, all as described in Exhibit I to the Plan of Arrangement, as amended, modified or supplemented ‘‘TSX’’ the Toronto Stock Exchange ‘‘TSXV’’ the TSX Venture Exchange ‘‘U.K.’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain & Northern Ireland 10 c104516pu010Proof5:7.4.11B/LRevision:0OperatorYouG

Description:
Apr 13, 2011 document includes extracts from Schedule G of African Aura Mining Inc.'s Canadian management .. the underlying side of a geological feature or mine opening g . prospective and under-explored areas of sub-Saharan Africa. Accessibility, Climate, Local Resources, Infrastructure and Phy
See more

The list of books you might like

Most books are stored in the elastic cloud where traffic is expensive. For this reason, we have a limit on daily download.