Filing Details

Robert Lanava, Chief Compliance Officer

Gramercy Funds Management LLC

20 Dayton Avenue

Greenwich, CT 06830

Tel: +1 (203) 552-1902

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

33,895,959¹

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

14,584,063²

Mr. Koenigsberger is a Partner and the Chief Investment Officer of Gramercy, an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that serves as general partner and/or investment manager to private investment vehicles and managed accounts. In this regard, Gramercy serves as the general partner of GDOF2 and the managing member of Roehampton.

GDOF2 and Roehampton are principally engaged in the business of investing their respective assets in equity and/or debt financial instruments.

The funds for the purchase of the Shares beneficially owned by Gramercy came from working capital of GDOF2, Roehampton and certain other investment advisory clients of Gramercy. The net investment costs (including commissions, if any) of the Shares beneficially owned by Gramercy is approximately $31,910,706.67. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the Shares directly owned by GDOF2 came from its working capital. The net investment costs (including commissions, if any) of the Shares directly owned by GDOF2 is approximately $17,248,740.30. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the Shares directly owned by Roehampton came from its working capital. The net investment costs (including commissions, if any) of the Shares directly owned by Roehampton is approximately $9,660,036.55. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the Shares beneficially owned by Mr. Koenigsberger came from working capital of GDOF2, Roehampton and certain other investment advisory clients of Gramercy. The net investment costs (including commissions, if any) of the Shares beneficially owned by Mr. Koenigsberger is approximately $31,910,706.67. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

On December 22, 2017, the Issuer and Gramercy, on behalf of GDOF2, Roehampton and certain of its other investment advisory clients, entered into a support agreement (the “Support Agreement”) in connection with the Issuer’s proposed plan of arrangement under the Canadian Companies’ Creditors Arrangement Act (the “CCAA”) to effect a comprehensive recapitalization transaction (the “Recapitalization Plan”). On December 22, 2017, the Issuer commenced restructuring proceedings under the CCAA and announced its intention to conduct a CCAA court-approved sales and investment solicitation process (the “SISP”). The Recapitalization Plan will be implemented by the end of March or mid-April 2018 in the event that the Issuer is unable to identify a superior transaction pursuant to the SISP, which is anticipated to commence on or around January 22, 2018. The Issuer issued: (i) a press release on December 22, 2017 (the “Press Release”) on the SEC’s website: and (ii) a material change report on December 28, 2017 (the “Material Change Report”) on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”); and (iii) an early warning report on December 28, 2017 (the “Early Warning Report”) on SEDAR, that, among other things, summarize the Recapitalization Plan.

The key features of the Recapitalization Plan pursuant to the Support Agreement include: (i) an exchange of certain parity lien debt of the Issuer, including the amounts owing under the US$197.5 million 10.00% secured notes due March 1, 2021, over which Gramercy has control or direction, the Issuer’s US$10 million dore loan, and the US$20 million gold forward sale agreement for production at the Issuer’s Namoya mine, under which Gramercy is a purchaser, for all of the equity of the restructured Issuer (subject to dilution on account of certain equity warrants to be issued); (ii) consensual amendment of priority lien debt and streaming obligations, certain of which are held by Gramercy, including deferrals or partial forgiveness of certain obligations owing thereunder; (iii) compromising certain unsecured claims of the Issuer for nominal consideration; and (iv) a cancellation of all existing equity of the Issuer and any and all equity-related claims. Subject to the terms and conditions of the Recapitalization Plan and the Support Agreement, upon implementation of the Recapitalization Plan, it is expected that Gramercy will have control or direction over approximately 40% of the issued and outstanding Shares (inclusive of its existing Share holdings), the final numbers of which will be determined upon and subject to completion of the Recapitalization Plan and warrants exercisable into an equity stake up to approximately 3.4% of the Issuer’s common equity subject to certain conditions as set out in the Support Agreement.

The Issuer and Gramercy, on behalf of GDOF2, Roehampton and certain of its other investment advisory clients, also agreed to continue to defer certain gold deliveries that would otherwise be due to Gramercy (collectively, the “Gold Forward Deferrals”) under gold purchase and sale agreements until June 30, 2019. In addition, the gold streaming agreements between the Issuer and Gramercy will be amended to modify the terms thereof (collectively, the “Gold Stream Forgiveness”) to increase the proceeds to the Issuer from gold delivered under the agreements from US$150 per ounce to the then prevailing gold price for the first 200,000 ounces of production delivered at each mine from January 1, 2018 in exchange for a maximum amount of 8% of the fully-diluted equity of the reorganized Issuer (depending on go-forward production levels and gold prices through the relevant period), effectively forgiving over an estimated US$42.5 million of obligatory deliveries through mid-2019, after which the proceeds to the Issuer from each delivery under the agreements will revert to US$150 per ounce. An additional amount of approximately US$8.9 million of stream deliveries previously deferred will be further deferred to late-2019. The Gold Forward Deferrals and Gold Stream Forgiveness will terminate if the CCAA proceedings terminate for any reason other than the implementation of the Recapitalization Plan.

The Issuer has also received a commitment from Gramercy, on behalf of GDOF2, Roehampton and certain of its other investment advisory clients, for up to US$20 million in interim financing to support the Issuer’s continued operations (the “DIP Facility”), which interim financing was approved by an order granted by the Ontario Superior Court of Justice in Canada (the “Court”) on December 22, 2017. Funding under the DIP Facility is subject to the satisfaction of a number of conditions precedent, including the receipt of approvals from the relevant subdivision of the Government of the People’s Republic of China, which is also a condition precedent to effectiveness of the Support Agreement. Subject to the satisfaction of these conditions precedent, the DIP Facility is expected to be available to the Issuer by the third week of January 2018 to provide liquidity to support the Issuer’s business during the CCAA proceedings.

Pursuant to the SISP process contemplated by the Support Agreement, if approved by the Court, interested parties will be given an opportunity to acquire the Issuer: (i) for cash proceeds equal to the outstanding amount of the DIP Facility, the priority debt, 75% of the affected parity lien debt of the Issuer, and cash consideration sufficient to repay all amounts due under the stream agreements or treatment of the stream agreements on the same terms as the Recapitalization Plan; or (ii) on other terms superior to the Recapitalization Plan.

The foregoing was a summary of the Recapitalization Plan, the Press Release, the Material Change Report, the Early Warning Report and certain material terms of the Support Agreement. The foregoing descriptions are not, and do not purport to be, complete and are qualified in their entirety by reference to the full text of the Press Release, the Material Change Report, the Early Warning Report and the Support Agreement, which have been filed as Exhibits B, C, D and E hereto, respectively, and are incorporated herein by reference..

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to the terms of the Support Agreement, market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market transactions or privately negotiated transactions. The Reporting Persons may also communicate with the Issuer’s management, board of directors and other holders of Shares from time to time.

As of the date hereof, GDOF2 may be deemed to be the beneficial owner of 14,584,063 Shares (including warrants of the Issuer), constituting 13.3% of the Shares, based upon 109,987,874 Shares outstanding as of the date hereof as adjusted for warrants of the Issuer beneficially owned by GDOF2. GDOF2 has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 14,584,063 Shares. Gramercy has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 14,584,063 Shares.

As of the date hereof, Roehampton may be deemed to be the beneficial owner of 9,795,615 Shares (including warrants of the Issuer), constituting 8.9% of the Shares, based upon 109,978,132 Shares outstanding as of the date hereof as adjusted for warrants of the Issuer beneficially owned by Roehampton. Roehampton has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 9,795,615 Shares. Gramercy has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 9,795,615 Shares.

By virtue of Mr. Koenigsberger’s position as a Partner and the Chief Investment Officer of Gramercy, as of the date hereof, Mr. Koenigsberger may be deemed to be the beneficial owner of 33,895,959 Shares (including warrants of the Issuer), constituting 30.7% of the Shares, based upon 110,357,390 Shares outstanding as of the date hereof as adjusted for warrants of the Issuer beneficially owned by Mr. Koenigsberger. Mr. Koenigsberger has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 33,895,959 Shares. Mr. Koenigsberger has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 33,895,959 Shares.

There have been no transactions in the Shares by the Reporting Persons during the past sixty days.

Exhibit A: Joint Filing Agreement

Exhibit B: Press Release (incorporated by reference to Exhibit 99.1 to the Form 6-K filed with the SEC by the Issuer on December 22, 2017)

Exhibit C: Material Change Report (incorporated by reference to the Material Change Report filed by the Issuer in Canada on SEDAR on December 28, 2017)

Exhibit D: Early Warning Report (incorporated by reference to the Material Change Report filed by the Issuer in Canada on SEDAR on December 28, 2017)

Exhibit E: Form of Support Agreement (incorporated by reference to the Form of Support Agreement filed by the Issuer in Canada on SEDAR on December 28, 2017)

Name: Robert Koenigsberger

Title: Partner & Chief Investment Officer

Gramercy Distressed Opportunity Fund II, L.P.*

By: Gramercy Funds Management LLC, its general partner

Name: Robert Koenigsberger

Title: Partner & Chief Investment Officer

Roehampton Partners LLC*

By: Gramercy Funds Management LLC, its managing member

Name: Robert Koenigsberger

Title: Partner & Chief Investment Officer

Name: Robert Koenigsberger

Title: Partner & Chief Investment Officer

Gramercy Distressed Opportunity Fund II, L.P.

By: Gramercy Funds Management LLC, its general partner

Name: Robert Koenigsberger

Title: Partner & Chief Investment Officer

Roehampton Partners LLC

By: Gramercy Funds Management LLC, its managing member

Name: Robert Koenigsberger

Title: Partner & Chief Investment Officer