ALPHAMIN RESOURCES CORPORATION - Alphamin Resources Corp. - Terms of the Private Placement

Alphamin Resources Corp. - Terms of the Private Placement

Alphamin Resources Corp.
Continued in the Republic of Mauritius
Date of incorporation: 12 August 1981
Corporation number: C125884 C1/GBL
TSX-V share code: AFM
JSE share code: APH
ISIN: MU0456S00006
(“Alphamin” or the “Company”)

 SECONDARY INWARD LISTING OF ALPHAMIN RESOURCES CORP. ON THE ALTERNATIVE
 EXCHANGE OPERATED BY THE JSE LIMITED

 TERMS OF THE PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR PUBLICATION, RELEASE OR
DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES,
AUSTRALIA OR JAPAN 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.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY
JURISDICTION.


1. Background

   Shareholders and prospective participants in the Private Placement (defined below)
   (“Participants”) are referred to the pre-listing announcement released by the Company on SENS
   on 28 November 2017 (“Pre-Listing Announcement”), and the subsequent announcement
   released by the Company on 6 December 2017, regarding the proposed listing of all Alphamin’s
   issued and fully paid common shares (“Common Shares”) on the Alternative Exchange (“AltX”)
   operated by the JSE Limited (“JSE”) (“Secondary Listing”).

   The Company is primary listed on the TSX Venture Exchange (“TSX-V”) and intends conducting an
   equity raise in terms of a private placement, prior to the Secondary Listing, in both South Africa
   (“South African Private Placement”) and abroad (“TSX-V Private Placement”) (together, the
   “Private Placement”).

   The board of directors of the Company has resolved to proceed with the Private Placement on the
   terms set out in this announcement.

   Tremont Master Holdings Limited, an existing Alphamin shareholder which currently holds 44.1%
   of Alphamin's issued Common Shares, has committed to participate in the Private Placement in an
   amount equivalent to 44.1% of the total amount raised in the Private Placement.

2. Terms of the Private Placement

   The Company will issue approximately 223.2 million Units (as defined below) at a price of CAD 0.32
   per Unit in relation to the TSX-V Private Placement and at a price of ZAR 3.40 per Unit in relation
   to the South African Private Placement to raise aggregate gross proceeds of approximately
   USD 56.1 million (ZAR 759 million).

   Each Unit comprises one Common Share and one half of one Common Share warrant (each whole
   Common Share warrant being hereinafter referred to as a “Warrant”). Participants will receive
   Warrants by virtue of their participation in the Private Placement, and as a result of their subscription
   for Common Shares.

   Each Warrant gives its holder an option to acquire one Common Share at any time during the period
   of 36 months following the issue thereof at an exercise price of CAD 0.40 per Common Share or
   the ZAR equivalent thereof (as the case may be), subject to adjustment in certain events, namely,
   share consolidations, splits, amalgamations or other corporate reorganisations. The exercise price
   of a Warrant for Participants in the South African Private Placement will be determined with respect
   to the average CAD:ZAR exchange rate, as determined by Nedbank Limited, on the last business
   day in South Africa immediately preceding the day on which the Warrant is exercised.

   As regards Participants in the South African Private Placement, the Warrants will be issued to them
   on Friday, 15 December 2017. The exercise or disposal of such Warrants after the Warrant Hold
   Period (as defined below) will be subject to the requisite approval being obtained from The Financial
   Surveillance Department of the South African Reserve Bank (“SARB”).

   The Warrants will not initially be listed on any exchange and the Warrants and Common Shares will
   not be tradable as a linked Unit. The Warrants will be subject to a four-month holding period
   (“Warrant Hold Period”) to coincide with the four-month holding period which applies to the
   Common Shares under Canadian securities law and the policies of the TSX-V (“Common Share
   Hold Period”) (together, the “Hold Periods”), as further detailed in the Pre-listing Announcement.
   During the Hold Periods, holders of Warrants and Common Shares may not transfer their Warrants
   or Common Shares, nor exercise their Warrants.

   All amounts have been translated using exchange rates of USD:CAD 1.27310,
   CAD:ZAR 10.62662, and USD:ZAR 13.52875 being the exchange rates prevailing on
   6 December 2017, the last practicable date prior to this announcement.

3. Salient dates and times of the South African Private Placement and Secondary Listing

   Due to differing market and regulatory requirements, the dates of the conclusion of the South
   African Private Placement and the TSX-V Private Placement will be different. The dates and times
   set out below pertain to the South African Private Placement only. The TSX-V Private Placement
   is likely to take longer to conclude, which will result in a listing of the Common Shares issued in
   terms of the TSX-V Private Placement on a date after the listing date of the Common Shares on
   the AltX (“Secondary Listing Date”) referred to below.
    
   The salient dates and times in respect of the South African Private Placement and Secondary
   Listing are as follows:

                                                                                                      2017

     Opening date of the South African Private Placement at 09:00                        Friday, 8 December

     Closing date of the South African Private Placement at 12:00                     Monday, 11 December

     Successful Participants in the South African Private Placement advised           Monday, 11 December
     of their allocations

     Publication date of the final number of Units to be issued pursuant to the       Tuesday, 12 December
     South African Private Placement

     Secondary Listing Date on or about, subject to approval being received             Friday, 15 December
     from the JSE and TSX-V

     Date for Common Share certificates and Warrant certificates to be                  Friday, 15 December
     couriered to successful Participants in the South African Private
     Placement on or about

    Notes:
    The above dates and times are subject to change. Any such change will be released on SENS.
    All references to dates and times are to local dates and times in South Africa.

Johannesburg

8 December 2017


Alphamin Resources Corp.
Alphamin’s registered office and postal address: C2-202, Level 2, Office Block C, La Croisette, Grand
Baie, Mauritius
Telephone: + 44 759 556 7793
Website: http://alphaminresources.com

South African Corporate Adviser, Investment Bank, JSE Sponsor and South African
Bookrunner
Nedbank Limited (acting through its Corporate and Investment Banking Division)

South African Legal Adviser
Hogan Lovells (South Africa) Inc.

Canadian Legal Adviser
Stikeman Elliott LLP

South African Transfer Secretaries
Computershare Investor Services Proprietary Limited

Canadian Transfer Agent and Registrar
Computershare Investor Services Inc.

Date: 08/12/2017 08:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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