Most recent admission document - Aureus Mining Inc.

227 Pages·2011·7.99 MB·English

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.
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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
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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
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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: [phone]
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.
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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
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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
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‘‘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
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‘‘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
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‘‘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
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