US$21.5 MILLION DEBT AND EQUITY FINANCING

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

30 November 2015

Aureus Mining Inc.

TSX : AUE

AIM : AUE

US$ 21.5 MILLION DEBT AND EQUITY FINANCING TO STRENGTHEN BALANCE SHEET AND ALLOW FOR ACCELERATED MINING OF NEW LIBERTY DEPOSIT

Aureus Mining Inc. (TSX: AUE / AIM: AUE) ("Aureus" or the "Company") is pleased to announce that it has agreed the terms for additional financing to strengthen the Company's balance sheet and allow for the accelerated mining at Aureus' New Liberty Gold Mine ("New Liberty") in Liberia.

Highlights:

Financing

· US$ 10 million of an additional liquidity facility (the "New Facility") to be provided by Rand Merchant Bank and Nedbank, repayable by 31 December 2017

· US$ 11.5 million brokered equity financing at a price of 5p per share

· Funds to be raised to reduce outstanding creditor balances to normal operating levels and to facilitate the procurement of additional mining equipment to accelerate mining of the New Liberty deposit

Operational Update

· Processing operations at the New Liberty Gold Mine resumed on 31 October 2015 and the process plant continues to operate towards commercial production, expected to be declared in January 2016

· The Company has shipped 12 consignments of gold doré to date, resulting in sales totalling approximately 13,500 ounces of gold, and expects to produce approximately 13,500 ounces of gold during the remainder of the calendar year

· A delivery of 100 tonnes of explosives has been received on site, with a further 330 tonnes (one month's supply) currently being transported via sea from Ghana and due to arrive on site by the end of November

· The Company continues to target production of c. 125,000 ounces of gold for 2016

Overview on Funding

The additional funding includes an additional US$ 10 million liquidity facility (the "New Facility") to be provided by Rand Merchant Bank and Nedbank, and an agreement (the "Agency Agreement") with GMP Securities Europe LLP and Numis Securities Limited (together, the "Bookrunners" or the "Agents") in connection with a US$ 11.5 million brokered equity financing. The Agency Agreement is a private placement of 153,000,000 new common shares of the Company ("Shares") at a price of 5p per share ("the Placing Price") to raise gross proceeds of £7.65 million (approximately US$ 11.5 million) (the "Offering").

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 14.61% has the right but not the obligation to maintain its pro rata shareholding in any equity financing undertaken by the Company, including the Offering. The Company is in discussions with the IFC in connection with its potential investment.

The funds to be raised pursuant to the New Facility and the Offering (collectively the "Funds") will be used to strengthen the Company's balance sheet, and in particular allow the Company to reduce its accounts payable, facilitating the procurement of additional mining equipment, which will enable accelerated mining of the New Liberty ore body to compensate for lost production to date and reduce the waste stripping shortfall.

David Reading, President and Chief Executive Officer of Aureus Mining, said:

"Aureus has faced the challenges of a low gold price environment combined with issues associated with the impact of the Ebola outbreak in Liberia and the commissioning and ramp up of production at New Liberty, resulting in a delay to commercial production. 

The funds to be raised through the New Facility and the Offering will enable the Company to reduce our creditor balance to a normal operating level and allow additional mining equipment to be procured which will accelerate the mining rate and allow the Company to reduce the shortfall in waste mining tonnage. Whilst we have experienced some unexpected incidents during the commissioning phase which resulted in a longer ramp up to commercial production than we had hoped, the New Liberty Gold Mine has now operated successfully at an average of 92% of design capacity for the past 27 days and we look forward to declaring commercial production in the New Year."

Background and Operational Update

Mining Operations

Mining operations to date have been hampered by a lack of available explosives during the Ebola outbreak and an inconsistent supply thereafter. As a consequence of the explosives shortage, the mining programme is currently approximately 9.5 million tonnes behind schedule. Mining activities have predominately been focused upon keeping the plant supplied with sufficient feed levels of ore and as a consequence there have been slippages in the waste mining schedule.

A 100 tonne delivery of explosives arrived on site on 18 November 2015 and a further 330 tonnes (one month's supply) is currently being shipped via sea from Ghana to the Port of Monrovia, where it will be transported to and stored on site. Arrangements are currently being finalised for a further 600 tonne supply to be shipped via the same route during December 2015. 

Following receipt of the Funds and the reduction in the Company's creditor balance, it has been agreed with the mining fleet supplier that it will procure and deliver additional mining equipment to New Liberty during H1 2016 to enable the mining rate to be accelerated. This is expected to result in the planned life of mine ("LOM") production profiles being achieved and a reduction in the current shortfall in waste mining operations. 

It is expected that the addition of the extra fleet equipment from H1 2016 will allow the rescheduling of the mine plan. Although the pit design remains the same, mining operations are planned to be completed four months earlier than the previous schedule disclosed in the report titled New Liberty Gold Project (as defined below), BEA Mountain Mining Licence Southern Block, Liberia, West Africa, Definitive Project Plan, dated 25 March, 2015 ("New Liberty Technical Report") and are now scheduled to finish in February 2022. Processing operations at the Mine are expected to continue unchanged until October 2022 and still result in the LOM production of 859,000 ounces of gold.

Processing Operations

To date, the New Liberty Process Plant has processed 223,659 tonnes of ROM ore at an average feed grade of 3.2 g/t. There have been 12 shipments of gold doré from New Liberty for smelting and refining at the MKS PAMP refinery in Switzerland, resulting in sales of 13,500 ounces of gold at an average price of US$ 1,120 per ounce. 

During July 2015 it was found that the mill discharge grates were not optimal for the ROM ore and therefore required replacing. The Company worked with DRA Mineral Projects ("DRA") the Engineering, Procurement, and Construction Management ("EPCM") contractor and the original equipment manufacturer ("OEM") to install new heavy duty grates. Temporary grates were used whilst these heavy duty grates were manufactured and flown to site, and as a consequence of this problem, the mill could not be operated at full design capacity, causing undue deterioration on some of the mill liners and lifters, which also then required replacement. The replacement of these components and a full reline of the mill was subsequently undertaken in October by the OEM at no cost to Aureus.

As reported on 20 October 2015, processing operations were temporarily suspended for a period of 19 days following a mechanical failure within the secondary crusher. The Company again worked with DRA and specialist engineers from the OEM to quickly repair and re-commission the secondary crusher back to its full capacity, allowing processing operations to resume on 30 October 2015. During this time, a 200 tonne per hour mobile crusher was also transported to site, where it will be retained for a period of six months to provide operational flexibility during the final testing and re-commissioning of the plant, and also to supply additional stemming material and crushed rock for use on haul roads and other associated infrastructure.

Following rectification of these issues, the process plant resumed operations on 30 October 2015. Whilst Aureus personnel continue to manage the processing operations, a team of specialists from DRA has remained on site throughout November to ensure that the plant was successfully re-commissioned following the repair works and to continue to optimise the performance of the plant.

Over the past 27 days since the secondary crusher was re-commissioned, the process plant has been operating at an average of 92% of its designed capacity, including planned downtime for ongoing optimisation activities. Commercial Production can be declared at the New Liberty Mine following the mill having operated at an average for 60% or more of the designed capacity over a period of 60 days.

As a result of the issues detailed above, whilst operating costs, plant feed grades and plant performance are largely in line with the Company's expectations, gold production is behind target from the schedule disclosed in the New Liberty Technical Report, with a production shortfall of approximately 27,000 ounces of gold, thus impacting the Company's working capital position.

Use of Proceeds

As at 31 October 2015, the Company had cash and gold in transit of US$ 5.1 million and trade and other payables of US$ 26.2 million. The net proceeds proposed to be raised pursuant to the Offering and New Facility, after deducting the expenses of the Offering and the upfront fees associated with the New Facility, will be used as follows:

Of the accounts payable, US$ 9.0 million is due to the Company's mining fleet supplier, and once this creditor position has been cleared, the fleet supplier has agreed to bring additional mining equipment to site as described above.

Subject to the receipt of the Funds, the Company believes it can deliver on the production and cost estimates, which at the prevailing gold price, should see it generate sufficient cashflow to meet its continuing obligations, including its debt repayments, until the end of 2016. The Company has a US$ 6.6 million debt repayment due in January 2017, which, should the gold price remain at current levels, the Company may be unable to meet, and may therefore require the continued support of its stakeholders.

Production Guidance

With the benefit of the accelerated mining rate made possible by the planned addition of the new mining fleet, all in sustaining cash cost ("AISC") is now estimated at US$ 820 per ounce over the life of mine ("LOM"), with cash costs higher in earlier years due to higher stripping ratios. The Company expects to meet production guidance for 2016 of approximately 125,000 ounces at an AISC of approximately US$ 959 per ounce.

Further Details on the New Facility

The main terms of the New Facility are summarised as follows:

· New US$ 10 million senior secured liquidity facility (in addition to the existing US$ 88 million senior loan facility) to be raised from Nedbank and Rand Merchant Bank ("RMB"), backed by the Export Credit Insurance Corporation of South Africa Limited ("ECIC")

· Upfront fees - 3% arrangement fee and maximum 5.5% ECIC fee

· Interest cost - US$ LIBOR plus 5% per year

· Term - bullet repayment on 31 December 2017

· Security package - No change to the existing senior facility package

In consideration for the granting of the New Facility, the Company will issue options to purchase up to 20.4 million shares ("Financier Options") with a term of five years from closing and exercisable at a 20% premium using a share price of the lesser of (i) the 5 day volume weighted average price as at the date of the acceptance by Aureus of the mandate to arrange the New Facility (£0.1405), and (ii) the date that is two days before the signing of the facility agreement. In addition, the existing 11.1 million warrants issued to RMB in 2014 will be re-issued on the same terms as the Financier Options.

If the New Facility is outstanding on 30 June 2016, the Company and the lenders will meet to review the capital structure and discuss in good faith the steps required to be taken by the Company in order to ensure that the New Facility is repaid in full and the existing senior facility is subsequently in compliance. If the New Facility is outstanding on 31 March 2017, the interest rate will increase by 1% and additional Financier Options will be issued to increase loan cover to the lesser of (i) 70% of the New Facility (up to an additional 5.6 million Financier Options) and (ii) 100% of the outstanding principal amount of the loan under the New Facility at that time and then increasing 15 percentage points semi-annually until the outstanding principal amount of the loan under the New Facility is 100% covered if unpaid (up to an additional 16.7 million Financier Options in total, including all Financier options issued post 31 March 2017).

In conjunction with the provision of the New Facility, the lenders are also to waive certain requirements and agree certain amendments to the existing facilities, to help enable compliance with them.  

The proposed arrangements with respect to the New Facility (including the proposed waivers and amendments in respect of the existing facilities) are non-binding and are subject to the agreement of definitive binding documentation. In addition, the completion of the New Facility is subject to certain conditions precedent being satisfied, which include:

• Satisfaction with technical documentation, including updated mine plan, financial model, forecasts and reports;

• Final approval from ECIC;

· The Company having raised US$ 10 million of new equity; and

• Other customary closing conditions including final credit approval of the lenders.

Further Details of the Offering

The closing of the Offering is subject to certain conditions including that:

· All necessary approvals have been received, including by the Toronto Stock Exchange ("TSX"), and Admission becomes effective;

· the equivalent, in aggregate, of at least US$ 10 million of equity being raised, by the Offering, or otherwise;

· definitive binding documentation for the New Facility (including for the proposed waivers and amendments in respect of the existing facilities) have been entered into and are unconditional in all respects (save only as to the Company having raised US$ 10 million of new equity).

The Company has under the Agency Agreement granted the Bookrunners an option to increase the size of the Offering by up to 10%, exercisable at the Placing Price in whole or in part, at any time and from time to time, up to 16.30 Standard Eastern Time on 30 November 2015.

Pursuant to the Offering, certain directors of the Company have committed to subscribe for Shares in the Offering at the Placing Price as follows:

The closing of the Offering is expected to occur on or about 9 December 2015, or such other date as the Company and the Agents may agree, being no later than 23 December 2015. The Offering is also conditional upon the Agency Agreement not having been terminated.

The Shares have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Shares in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Shares issued to Canadian residents pursuant to the Offering will be subject to resale restrictions under Canadian securities laws for a period of four months plus one day from the Closing of the Offering. Subject to applicable securities laws, the Shares issued to residents of countries other than Canada pursuant to the Offering may not be sold, transferred or otherwise disposed on the TSX or, except pursuant to an exemption from the prospectus requirements under Canadian securities laws, to any person in Canada or otherwise into Canada for a period of four months plus one day from the date of the closing of the Offering.

Application will be made to the London Stock Exchange plc for admission to trading of the Shares on the AIM Market of the London Stock Exchange plc ("AIM") ("Admission"). It is expected that Admission will become effective on or around 9 December 2015 and that dealings in the Shares will commence at that time. The Offering is subject to the receipt of TSX approval. For the purposes of the TSX approval, the Company is intending 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 the AIM. 

Related Party Transaction

Richard Griffiths and controlled undertakings ("Richard Griffith") who currently hold 15.04% of the Company's issued share capital have committed to subscribe for 39,748,261 Shares in the Offering (the "Subscription").  Given the current shareholding of Richard Griffith, the Subscription will be for the purposes of AIM Rule 13, a "Related Party Transaction". The Company's directors consider, having consulted with its Nominated Adviser, Numis Securities, that the terms of the Subscription are fair and reasonable insofar as its shareholders are concerned.

The Subscription and the participation of certain of each the of Company's directors in the Offering also constitutes a "related party transaction" under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI61-101"). The Company intends to rely on exemptions from both the formal valuation and minority shareholder approval requirements of MI61-101 in connection with the Offering. The exemptions relied upon are applicable where the fair market value of the related party transaction is not more than 25% of the Company's market capitalization, calculated in the manner prescribed by MI 61-101.

Disclosure of scientific and technical information herein is derived from the New Liberty Technical Report. David Reading, Chief Executive Officer and a director of Aureus, is a "Qualified Person" within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Reading has reviewed and approved the scientific and technical information herein.

In this Announcement US$ amounts have been translated at a rate of £1: US$1.5095.

Your attention is drawn to the detailed terms and conditions of the Offering described in the Appendix to this Announcement (which forms part of this Announcement).

Contact Information

Forward Looking Statements

Certain information contained in this Announcement constitutes forward looking information. This information may relate to future events or the Company's future performance. All information other than information of historical fact is forward looking information. The use of any of the words "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "should", "believe", "predict" and "potential" and similar expressions are intended to identify forward looking information. This information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking information. No assurance can be given that this information will prove to be correct and such forward looking information included in this Announcement should not be unduly relied upon. This information speaks only as of the date of this Announcement. Such forward looking information includes, among other things, statements or information relating to: the application of proposed financing proceeds to strengthening the Company's balance sheet and reduction of accounts payable, the Company's ability to meet future debt repayment obligations and to obtain waivers and amendments in respect thereof, the Company's New Liberty gold project in Liberia (the "New Liberty Gold Project"), the commencement of commercial production at the New Liberty Gold Project and the proposed plans relating thereto regarding operations, the provision of additional mining equipment and explosives and their impact on the mining rate, estimates relating to tonnage, grades, waste ratios, recovery rates and future gold production, life-of-mine estimates, expectations regarding throughput gold production, mill treatment and plant feed, estimates of capital and operating costs and start-up costs, anticipated sources of funding, including the additional debt finance described herein, expectations regarding the engagement of external contractors, estimates of revenues and pay-back periods, expectations regarding operating parameters, as well as the other forecasts, estimates and expectations relating to the New Liberty Gold Project included in this Announcement; the future market price of commodities; production targets; timetables; the continued listing of the common shares of the Company on the TSX and AIM.

With respect to forward looking information contained in this Announcement, assumptions have been made regarding, among other things: general business, economic and mining industry conditions; interest rates and foreign exchange rates; the impact of proposed provision of additional equipment and explosives on the mining rate; the parameters and assumptions employed in the New Liberty Technical Report, (including but not limited to, those relating to future mining and operating costs, processing and recovery rates, net present values and internal rates of return, timing for the commencement of production, tax and royalty rates, future gold prices, metallurgical rates, operations and management, grades ); the supply and demand for commodities and precious and base metals and the level and volatility of the prices of gold; the ability of the Company to raise sufficient funds from capital markets and/or debt to meet its future obligations and planned activities; the obtaining of waivers and amendments from the Company's creditors in respect of its debt repayment obligations; the business of the Company including the political environments and legal and regulatory frameworks in Liberia with respect to, among other things, the ability of the Company to obtain, maintain, renew and/or extend required permits, licences, authorizations and/or approvals from the appropriate regulatory authorities and the ability of the Company to continue to obtain qualified staff and equipment in a timely and cost-efficient manner to meet its demand.

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: risks normally incidental to exploration and development of mineral properties; the inability of the Company to obtain required financing, including the additional debt financing described herein, when needed and/or on acceptable terms or at all; 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; risks that the Company's exploration for and development of mineral deposits may not be successful; 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; uncertainty of mineral resource and reserve estimates; the inability of the Company to delineate additional mineral resources; risks related to environmental regulations; uncertainties in the interpretation of results from drilling; uncertainties in the estimates and assumptions used, and risks in the methodologies employed, in the New Liberty Technical Report and that the completion of additional work at the New Liberty Gold Project could result in changes to the forecasts, estimates and expectations contained in the New Liberty Technical Report; risks related to the legal systems in Liberia; risks related to the tax residency of the Company; the possibility that future exploration, development or mining results will not be consistent with expectations; delays in construction; inflation; 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; the inability to enforce judgments against the Company's directors and officers; 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.

Notes:

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

GMP Securities Europe LLP ("GMP"), which is a member company of GMP Securities L.P, is authorised and regulated in the United Kingdom by the Financial Conduct authority and acting as joint broker to Aureus Mining Inc. in respect of the proposed Offering.

Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the Financial Conduct Authority and acting as Nominated Adviser and joint broker to Aureus Mining Inc. in respect of the proposed Offering.

Each of the Agents is acting for Aureus Mining Inc. and for no-one else in connection with the proposed private placement, and will not be responsible to anyone other than Aureus Mining Inc. for providing the protections afforded to the customers of the respective Agent nor for providing advice in connection with the proposed Offering or any other matters referred to herein.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either of the Agents or by any of their respective affiliates or agents or brokers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this Announcement and the Offering in certain jurisdictions may be restricted by law. No action has been taken by Aureus Mining Inc. or the Agents that would permit the Offering or possession or distribution of this Announcement or any other offering or publicity material relating to the Offering in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement becomes available are required by Aureus Mining Inc. and the Agents to inform themselves about, and to observe, such restrictions.

The price of the Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Shares.

The Offering is only being made, and may only be, made to and is directed at (1) with respect to the United Kingdom, persons in the United Kingdom who are either (1) both (a) a "Qualified Investor" within the meaning of Section 86(7) of the Financial Services and Markets Act 2000 ("FSMA") and (b) within the categories of persons referred to in Article 19(5) (Investment professionals) or Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, or persons in the United Kingdom to whom the Offering may otherwise be made or to whom the Offering may otherwise be directed in the United Kingdom without an approved prospectus having been made available to the public in the United Kingdom before the Offering is made, and without making an unlawful financial promotion; and (2) with respect to the United States, persons inside the United States who are "qualified institutional buyers" ("QIBs", as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")), all such persons in (1) and (2) above together being referred to as "Relevant Persons". The securities being offered are only available to, and any invitation, offering or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, persons in the United Kingdom or the United States who are Relevant Persons. Any person who is in the United Kingdom or the United States but who is not a Relevant Person should not act or rely on this Announcement or any of its contents. This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of FSMA or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

The Shares have not been and will not be registered under the United States Securities Act, or any state securities laws, and may not be offered, sold or delivered within the United States except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. The Agents have agreed that, except as permitted by the Agency Agreement and as expressly permitted by applicable laws of the United States, they will not offer or sell the Shares within the United States. The Agency Agreement permits the Agents, through certain of their U.S. broker-dealer affiliates, to (i) offer and sell the Shares in the United States to QIBs pursuant to an exemption from registration under the U.S. Securities Act in a transaction not involving any public offering, and otherwise in accordance with any applicable state securities laws. This Announcement does not constitute an offering to sell, or a solicitation of an offering to buy, any Shares in the United States and there will be no public offering of Shares in the United States. Moreover, the Agency Agreement provides that the Agents will offer and sell the Shares outside the United States only in accordance with Regulation S under the U.S. Securities Act. Until 40 days after the commencement of the Offering, an offer or sale of the Shares within the United States by a dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act unless such offering or sale is made pursuant to an exemption from registration under the U.S. Securities Act.

Persons not subject to the laws of Canada (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire Shares under the Offering has been given will be deemed to have read and understood this Announcement, including the Appendix, in its entirety and to be participating in such offering on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix.

This Announcement, including the Appendix, is not for distribution directly or indirectly in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any jurisdiction into which the same would be unlawful. No public offering of securities of Aureus Mining Inc. will be made in connection with the Offering in the United Kingdom, the United States or elsewhere.

The Shares issued pursuant to the Offering may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Hong Kong or Singapore or any other jurisdiction.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Shares to be issued pursuant to the Offering will not be admitted to trading on any stock exchange other than the London Stock Exchange and the Toronto Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX

IMPORTANT INFORMATION FOR PURCHASERS

TERMS AND CONDITIONS OF THE OFFERING

Details of the Offering

GMP Securities L.P ("GMP"), Numis Securities Ltd. ("Numis", and together with GMP, the "Agents") have entered into an agreement with the Company (the "Agency Agreement") pursuant to which, subject to certain conditions, the Agents will agree, on a reasonable endeavours basis to procure purchasers ("Placees") for 153,000,000 new common shares in the Company ("Shares") at 5p per Share (the "Placing Price") to raise (subject to the exercise of the option granted to the Agents to increase the size of the Offering) £7.65 million (approximately US$11.5 million) (the "Offering"). The Offering is not being underwritten by the Agents.

The Offering is conditional upon the Agency Agreement not having been terminated and receipt of all necessary approvals, including conditional listing approval by the Toronto Stock Exchange ("TSX").

The Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing common shares of the Company including the right to receive all dividends and other distributions declared, made or paid in respect of such common shares after the date of issue of the Shares pursuant to the Offering.

The Shares allocated to Placees in the Offering will be allotted and issued in accordance with the procedures set out under 'Registration and Settlement' herein. References in this Appendix and these Terms and Conditions to Shares and their subscription by Placees and allotment and issue by the Company shall be interpreted accordingly.

Subject to certain exemptions, the Company has agreed that it will not offer, issue or sell any common shares for a period of 90 days after completion of the Offering, without the prior consent of the Agents. Such agreement is subject to certain customary exceptions and will not prevent the Company from granting or exercising options pursuant to the terms of the existing employee share schemes of the Company or other share options or warrants to subscribe for common shares issued by the Company, provided such other options or warrants have been disclosed in publicly available information prior to the date of the Agency Agreement. 

Application for AIM Admission and TSX Listing

Application will be made to London Stock Exchange plc. for admission to trading of the Shares (as represented by Depositary Interests, as defined below) on AIM ("Admission"). It is expected that Admission will become effective on or around 9 December 2015 and that dealings in the Shares (as represented by Depositary Interests) will commence on AIM at that time.

The Offering is subject to the receipt of TSX approval. For the purposes of the TSX approval, the Company is intending 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 the AIM.

Participation in, and principal terms of, the Offering

GMP and Numis are acting as joint bookrunners to the Offering and agents in respect of the Offering.

Participation in the Offering will only be available to persons who may lawfully be, and are, invited to participate by the Agents. The Agents and their affiliates are entitled to participate in the Offering as principal.

Each prospective Placee's allocation (in each case the "Offering Participation") will be determined by the Agents in their sole discretion and will be confirmed by the Agents as agents of the Company, to the Placee, either in writing or orally. That confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such confirmation) and in accordance with the Company's articles of incorporation. For the avoidance of doubt, acceptance of an Offering Participation constitutes a Placee's irrevocable legally binding agreement, subject to the Agency Agreement not having been terminated, to pay the aggregate settlement amount of the Shares regardless of the total number of Shares (if any) subscribed for by any other investor(s). Placees in certain jurisdictions, including but not limited to Canada and the United States, will also be required to execute subscription agreements or other confirmations required by the Agents ("Subscription Confirmations") in the form provided to them by the Agents and to return those executed Subscription Confirmations to the Agents by no later than 7 December 2015 failing which their Offering Participation may be cancelled.

The Agents reserve the right to scale back the number of Shares to be subscribed by any Placee in the event of an oversubscription under the Offering. The Agents also reserve the right not to accept offers for Shares or to accept such offers in part rather than in whole.

Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Agents as agents of the Company, to pay in cleared funds immediately following completion of the Offering in accordance with the Registration and Settlement requirements set out below, an amount equal to the product of the Placing Price and the number of Shares such Placee has agreed to subscribe for and in respect of which the Company has agreed to allot and issue Shares in accordance with the procedures set out under 'Registration and Settlement' herein.

Except as required by law or regulation, no press release or other announcement will be made by the Agents or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

Irrespective of the time at which a Placee's Offering Participation is confirmed, settlement for all Shares to be acquired pursuant to the Offering will be required to be made at the same time, on the basis explained below under 'Registration and Settlement'.

Completion of the Offering will be subject to the fulfilment of the conditions referred to below under 'Conditions of the Offering' and to the Offering not being terminated on the basis referred to below under 'Termination of the Agency Agreement'. In the event that the Agency Agreement does not become unconditional in any respect or is terminated, the Offering will not proceed and all funds delivered by the Placee to an Agent in respect of the Placee's Offering Participation will be returned to the Placee at the Placee's risk without interest.

By participating in the Offering, each Placee agrees that its rights and obligations in respect of the Offering will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

By participating in the Offering, each Placee is deemed to have read and understood this Appendix, and, in the case of Placees not subject to the laws of Canada, the announcement issued by the Company in relation to the Offering (the "Announcement"), in its entirety and to have made such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and undertakes that it will acquire, hold, manage or dispose of any Shares, including, for the avoidance of doubt the Shares issued, that are allocated to it for the purposes of its business; and that it (and any such account for which it is acting is) is (a) outside the United States and is subscribing for the Shares in an "offshore transaction" (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) or (b) has subscribed for the Shares pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

By participating in the Offering, each Placee acknowledges that the Company may be or may become a "passive foreign investment company" or "PFIC" within the meaning of section 1297 of the Internal Revenue Code of 1986, as amended, for United States federal income tax purposes and represent and warrant that it will consult with its own independent tax adviser as to the United States federal, state and local tax consequences of any investment in the Company as applicable.

To the fullest extent permissible by law, neither the Agents nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Agents nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Agents' conduct of the Bookbuild or of such alternative method of effecting the Offering as the Agents and the Company may agree.

Conditions of the Offering

Completion of the Offering and the Agency Agreement are each conditional on, inter alia:

(a) the warranties and representations contained in the Agency Agreement being true and accurate and not misleading at all times before and at completion of the Offering;

(b) the Company complying in all material respects with its obligations under the Agency Agreement to the extent the same are to be performed or satisfied on or prior to completion of the Offering;

(c) the Company allotting, subject only to completion of the Offering, the Shares in accordance with the Agency Agreement; and

(d) completion of the Offering taking place not later than 14:30 (London time) on 9 December 2015 or such later date as the Company and the Agents may otherwise agree (not being later than 14:30 (London time) on 23 December 2015).

If (i) any of the conditions contained in the Agency Agreement are not fulfilled or waived by the Agents, by the respective time or date where specified (or such later time or date as the Company and the Agents may agree), (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Agency Agreement is terminated by both Agents in the circumstances specified below, the Offering in relation to the Shares will lapse and the Placee's rights and obligations in relation to the Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Agents may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Agency Agreement or extend the time provided for fulfilment of any such conditions. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Agents nor the Company nor any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Offering nor for any decision they may make as to the satisfaction of any condition or in respect of the Offering generally and by participating in the Offering each Placee agrees that any such decision is within the absolute discretion of the Agents.

Termination of the Offering

Either Agent is entitled, at any time before completion of the Offering, to resign as an agent and terminate its obligations under the Agency Agreement by giving notice to the Company if, inter alia:

(a) the Company shall be in a material breach or default under or material non-compliance with any material warranty representations, term or condition of the Agency Agreement that remains uncured for a period of one business day from the date of receipt of written notice thereof from the Agent; or

(b) any order to cease or suspend trading in any securities of the Company or prohibiting or restricting the distribution of any of the Shares is made, or proceedings are announced, commenced or threatened for the making of any such order, by any securities commission or similar regulatory authority, any stock exchange or any other competent authority, and has not been rescinded, revoked or withdrawn; or

(c) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) in relation to the Company or its material subsidiaries is instituted or threatened or announced or any order is made by any governmental body having jurisdiction over the Company or its material subsidiaries (other than an inquiry, action, suit, investigation or proceeding or order based solely upon the activities or alleged activities of the Agent), which has not been rescinded, revoked or withdrawn and which, in the opinion of the Agent, acting reasonably, operates to prevent or materially restrict the distribution of the Shares into any jurisdiction in which they have been lawfully offered or would prevent or materially restrict the distribution of the Shares under the Agency Agreement or would prevent or materially restrict trading in the Shares or would reasonably be expected to materially adversely affect the market price or value of the Shares; or

(d) there should occur any material change, change of a material fact, occurrence or event or any development that would reasonably be expected to result in a material change or change of a material fact (other than a change related solely to information provided by any of the Agents) which, in the opinion of the Agent, acting reasonably, has or would be expected to have a material adverse effect on or change to certain aspects of the business of the Company and its subsidiaries or material adverse effect on the market price or value of any of the Shares; or

(e) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence or any law or regulation or any international crisis, act of terrorism or outbreak of hostilities which, in the opinion of the Agent, acting reasonably, seriously adversely affects or may seriously adversely affect the financial markets in Canada, the United States or the United Kingdom or the business, operations or affairs of the Company and its subsidiaries, taken as a whole, or the market price, value of any of the Shares. Upon such termination, there will be no further liability on the part of such Agent to the Company or the Company to such Agent under or pursuant to the Agency Agreement subject to certain exceptions.

By participating in the Offering, Placees agree that the exercise by the Agents of any right of termination or by the Agents of any other discretion under the Agency Agreement will be within the absolute discretion of the Agents, and that the Agents need not make any reference to Placees and that the Agents shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the UK Financial Conduct Authority ("FCA") in relation to the Offering and Placees' commitments will be made solely on the basis of the information contained in documents filed by the Company in Canada with the System for Electronic Document Analysis and Retrieval. Each Placee, by accepting a participation in the Offering, agrees that it has not relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Agents or any other person and none of the Company or the Agents nor any other person will be liable for any Placee's decision to participate in the Offering based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Offering. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Each Placee allocated Shares in the Offering will be sent a contract note stating the number of Shares to be allocated to it at the Placing Price. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with CREST or other settlement instructions provided to them by the Agents.

CREST settlement

Save as mentioned below, settlement of transactions in the Shares following completion of the Offering and payment of the purchase price payable for a Placee's Offering Participation (the "Purchase Price") will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") on a delivery versus payment basis with Shares allocated to Placees being allotted and issued to Computershare Investor Services PLC (the "Depositary") and the Company procuring that dematerialised depositary interests ("Depositary Interests") representing those Shares are so delivered. 

Settlement of transactions in the Shares in CREST will take place by the crediting of Depositary Interests to a CREST account operated by an Agent as agent for the Company in respect of Placees procured by the Agent and the Agent will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Depositary Interests to that Placee against payment of the Purchase Price.

It is expected that settlement will be on 9 December 2015 in accordance with the instructions given to the Agents. Settlement in CREST will be through GMP against CREST ID 116 or through Numis against CREST ID 600.

Canadian Settlement

Shares purchased pursuant to the Offering by a Placee in Canada will be delivered and deposited into such account with CDS Clearing and Depositary Services Inc. ("CDS") as may be specified in the delivery instructions in that Placee's Subscription Confirmation subject to receipt of the Purchase Price for those Shares.

The Company reserves the right to require settlement for and delivery of the Shares (or a portion thereof) to Placees in certificated form if in the Agents' reasonable opinion delivery or settlement is not possible or practicable within the CREST or CDS, as applicable, or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Agents.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Shares on such Placee's behalf.

If Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Offering.

Representations and Warranties

By participating in the Offering each Placee (and any person acting on such Placee's behalf):

1. Represents and warrants that it has read the Announcement and, in the case of Placees not subject to the laws of Canada, this Appendix;

2. Confirms that the exercise by any of the Agents of any right of termination or any right of waiver exercisable by any of the Agents contained in the Agency Agreement, without limitation, the right to terminate the Agency Agreement, is within the absolute discretion of the Agents and no Agent will have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;

3. Acknowledges that if (i) any of the conditions in the Agency Agreement are not satisfied (or, where relevant, waived), or (ii) the Agency Agreement is terminated or (iii) the Agency Agreement does not otherwise become unconditional in all respects, the Offering will lapse and its rights and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

4. Acknowledges that no offering document or prospectus has been, or will be, prepared in connection with the placing of the Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

5. Acknowledges that the Company's common shares are (and application has or will be made for the Shares to be) admitted to trading on AIM and listed on the TSX, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and the TSX and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other AIM traded company, without undue difficulty;

6. Acknowledges that none of the Agents nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Shares or the Company or any other person other than, in the case of Placees not subject to the laws of Canada, the Announcement; nor has it requested the Agents or the Company nor any of their affiliates or any person acting on behalf of any of them to provide it with any such information;

7. Acknowledges that (i) it is not and, if different, the beneficial owner of the Shares is not at the time the Shares are acquired will not be a resident of Australia, Canada (unless it has completed a Subscription Confirmation) or Japan, and (ii) that the Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

8. Acknowledges that the Shares issued to residents of countries other than Canada pursuant to the Offering may not be sold, transferred or otherwise disposed on the TSX or, except pursuant to an exemption from prospectus requirements under Canadian securities laws, to any person in Canada, on the TSX or otherwise into Canada for a period of four months plus one day from the date of completion of the Offering;

9. Acknowledges that the content of the Announcement is exclusively the responsibility of the Company and that the Agents nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in the Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Offering based on any information, representation or statement contained in the Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Shares is contained in information previously published by the Company and, in the case of Placees not subject to the laws of Canada, the Announcement, such information being all that it deems necessary to make an investment decision in respect of the Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by the Agents or the Company and neither the Agents nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Offering based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Offering;

10. Represents and warrants that neither it, nor the person specified by it for registration as a holder of Shares is, or is acting as nominee or agent for, and that the Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services);

11. Represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Agents have not received such satisfactory evidence, the Agents may, in their absolute discretion, terminate the Placee's Offering Participation in which event all funds (if any) delivered by the Placee to the Agents pursuant to the Offering will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

12. If a financial intermediary, as that term is used in Article 3(2) of the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Shares purchased by it in the Offering will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Agents has been given to the proposed offer or resale;

13. Represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the UK Financial Services and Markets Act 2000 ("FSMA");

14. Represents and warrants that it has not offered or sold and will not offer or sell any Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

15. Represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

16. Represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Shares in, from or otherwise involving, the United Kingdom;

17. Represents and warrants that, if it is in the European Economic Area, it is a 'qualified investor' within the meaning of Article 2(1)(e) of the Prospectus Directive (including any relevant implementing measure in any member state);

18. Represents and warrants that, if it is in the United Kingdom, it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services Markets Act 2000 (Financial Promotion) Order 2005 or is a person to whom the Announcement may otherwise lawfully be communicated;

19. Represents and warrants that, if it is in Canada, it is an "accredited investor" as defined in National Instrument 45-106 - Prospectus and Registration Exemptions and that it has not received the Announcement.

20. Represents and warrants that, if it is in Australia, it is a person falling within the exemptions in section 708 of the Corporations Act 2001.

21. Represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase the Shares under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

22. Acknowledges that the Shares (including the Shares as represented by Depositary Interests) have not been and will not be registered under the U.S. Securities Act of and further acknowledges that the Shares are being offered and sold only (i) outside the United States pursuant to Regulation S under the U.S. Securities Act in an "offshore transaction" (as such term is defined in Regulation S under U.S. the Securities Act) or (ii) in the United States only to limited number of "qualified institutional buyers" ("QIBs", as defined in Rule 144A under the U.S. Securities Act), pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering;

23. Represents and warrants that it is (and any such account for which it is acting is) either (i) a QIB that has been provided with and has executed and returned (or shall be deemed to have executed and returned) to the Banks (or their affiliates) a US investor letter setting certain representations, warranties and agreements in relation to the Placing, in the United States; or (ii) outside the United States and is acquiring the Shares in an "offshore transaction", as defined in and in accordance with, Regulation S;

24. Undertakes that it (and any person acting on its behalf) will make or procure payment for the Shares allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Shares may be placed with other subscribers or sold as the Agents may in their discretion determine and without liability to such Placee;

25. Acknowledges that its allocation (if any) of Shares will represent a maximum number of Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Shares (if any), but in no event in aggregate more than the aforementioned maximum;

26. Acknowledges that neither the Agents, nor any of their respective affiliates, nor any person acting on their behalf, are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Offering and that participation in the Offering is on the basis that it is not and will not be a client of the Agents and that the Agents have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Offering nor in respect of any representations, warranties, undertakings or indemnities contained in the Agency Agreement nor for the exercise or performance of any of their respective rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

27. Undertakes that the person whom it specifies for registration as holder of the Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Agents nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. In the event settlement is through CREST, each Placee and any person acting on behalf of such Placee agrees to participate in the Offering and it agrees to indemnify the Company and the Agents in respect of the same on the basis that the Shares will be allotted to the CREST stock account of an Agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

28. Acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Shares (together with any interest chargeable thereon) may be taken by the Company or the Agents in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

29. Acknowledges that the terms set out in this Appendix and the allocation of Shares (including the Purchase Price payable) as confirmed to a Placee, and any applicable Subscription Confirmation, constitute the entire agreement to the terms of the Offering and a Placee's participation in the Offering to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing;

30. Agrees that the Company and the Agents and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Agents on their own behalf and on behalf of the Company and are irrevocable;

31. Agrees to indemnify and hold the Company and the Agents and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Offering;

32. Acknowledges that its commitment to purchase Shares will be on the terms set out herein and will continue notwithstanding any amendment that may in future be made to the terms of the Offering and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Offering. The foregoing representations, warranties and confirmations are given for the benefit of the Company and each of the Agents. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder of Shares is, or is acting as nominee or agent for, and that the Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Agents shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Agents accordingly;

33. Acknowledges that no action has been or will be taken by any of the Company, the Agents or any person acting on behalf of the Company or the Agents that would, or is intended to, permit a public offer of the Shares in any country or jurisdiction where any such action for that purpose is required;

34. Acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Offering. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, it has not relied on any research material produced by any of the Agents in relation to, or on behalf of, the Company, and the terms of the Offering, including the merits and risks involved; and

35. Acknowledges and agrees that any Shares that it is allocated in the Offering delivered through CREST will be allotted and issued to the Depositary, and that the Company shall procure that the Depositary shall issue Depositary Interests representing the Shares allocated to it in accordance with the procedures set out under 'Registration and Settlement' herein, and that the Agents shall have no responsibility or liability in respect of the acts of, or failure to act by, the Depositary.

The foregoing representations, warranties and confirmations are given for the benefit of the Company as well as the Agents.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Shares or the agreement by them to subscribe for any Shares.

Each Placee and any person acting on behalf of each Placee will be deemed to acknowledge and agree that the Agents or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Shares.

When a Placee or person acting on behalf of the Placee is dealing with the Agents, any money held in an account with the Agents on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA. The Placee will be deemed to acknowledge that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Agents' money in accordance with the client money rules and will be used by the Agents in the course of its own business; and the Placee will rank only as a general creditor of the Agents. All times and dates in this Appendix may be subject to amendment. The Agents shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance of the Company or its common shares is no guide to future performance and persons needing advice should consult an independent financial adviser.