Oban Mining to Acquire NioGold Mining - Seite 2

The Arrangement Agreement includes covenants typical of transactions of this nature, including with respect to non-solicitation, a right granted to Oban to match superior proposals for NioGold and a provision entitling NioGold to a fiduciary-out. In addition, NioGold and Oban have each agreed to pay a termination fee to the other party upon the occurrence of certain events.

Full details of the Arrangement will be included in the joint management information circular of NioGold and Oban describing the matters to be considered at the NioGold Meeting and Oban Meeting, respectively, which is expected to be mailed to the NioGold Shareholders and Oban Shareholders in early February 2016 and made available on SEDAR under the issuer profiles of each of NioGold and Oban at www.sedar.com.

Oban Private Placement

In connection with the Arrangement, Oban has also entered into an agreement with a syndicate of investment dealers led by Dundee Securities Ltd. ("Dundee"), and including Beacon Securities Limited, Medalist Capital Ltd., Cormark Securities Inc. ("Cormark"), Haywood Securities Inc. and M Partners Inc. (collectively, the "Agents") pursuant to which the Agents have agreed to offer for sale, on a "best efforts" private placement basis, 8,333,333 subscription receipts of Oban ("Oban SRs") at a subscription price of $1.20 per Oban SR for total gross proceeds of $10 million (the "Offering"). In addition, Oban has granted the Agents an option to offer for sale up to an additional 8,333,333 Oban SRs at a subscription price of $1.20 per Oban SR exercisable in whole or in part at any time for a period of up to 48 hours prior to the closing of the Offering. The Agents will receive a cash commission equal to 5% of the gross proceeds of the Offering excluding insider participation.

Each Subscription Receipt entitles the holder thereof to receive, for no additional consideration and without further action on the part of the holder thereof, on or about the date (the "Conversion Date") that the Arrangement is completed (the "Release Condition") (i) one Oban Share, and (ii) one common share purchase warrant of Oban ("Oban Warrant"). Each Oban Warrant shall, following the Conversion Date, be exercisable into one Oban Share for a period of thirty-six (36) months from the closing date of the Offering at an exercise price of $1.44.