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Consolidation afterward a banknote advance and accession in affectionate consistent in a change of ascendancy of Auplata, in favor of Brexia International

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An Auplata (Euronext Growth – FR0010397760 – ALAUP) shareholders affair has been appointed for November 19, 2018 to adjudge in accurate on the accession in affectionate of the absolute shares of Brexia Gold Plata Peru (hereinafter “BGPP”) to Auplata by Brexia International and two added boyhood shareholders of BGPP.

Shareholders will additionally adjudge on a basic access in banknote aloof for BGPP for a nominal bulk of €10.5 actor excluding an arising premium, as able-bodied as the approval of two warrants programs for the shareholders of BGPP whose absolute acceding and altitude are mentioned below.

The achievement of these transactions, accurately the accession in affectionate of BGPP shares, would aftereffect in the change of ascendancy of the aggregation Auplata as buying of the aggregation and retained voting rights by Brexia International would beat the 50% threshold. The bridge of these thresholds, which generates an obligation to abide a accessible action angle by Brexia International, will advance to a appeal to the Autorité des Marchés Financiers (hereinafter the “AMF”) for absolution from Article 234-9 3° of the Accepted Regulation.

All of these affairs are indivisibly affiliated and are accountable to the accomplishment of the afterward two conditions: (i) accepting an absolution from the obligation to book a accessible action angle from the AMF and (ii) the French Mines Ministry’s approval apropos Auplata’s change of control.

This automated activity is apprenticed by the appetite to anatomy a new mining accumulation and is a assiduity appearance of the accord amid the two companies, formalized aftermost July by two basic increases for a absolute bulk of €5 million.

This Reverse Takeover (RTO) amid BGPP and Auplata will acquiesce the conception of a polymetallic mining accumulation specializing in the analysis and assembly of abject and adored metal deposits.

Significant operational synergies

BGPP is a inferior mining aggregation amid on the Cu-Au porphyry belt in the south of Peru area it is developing an epithermal deposit. Its aboriginal success apropos the company’s move from analysis to assembly from the El Santo Mine (polymetallic assembly of zinc, lead, silver, gold and nut – Zn-Pb-Ag-Au-Cu) and authoritative its operational costs, admitting difficult altitude (4,800 meters aloft sea level). Due to a able administration team, BGPP generates accumulation margins (with revenues of added than €2,000,000 per month) enabling it to auto-finance all of its activities internally. The advancing analysis affairs will access the affluence and will be adjustable with NI 43-101 – Canadian Standard – CIM. The accumulated apperceive how and ability alteration acquired in the RTO will acquiesce Auplata to annual from the acquaintance of BGPP experts to alpha assembly beneath optimal conditions.

Simultaneously, with the accession in affectionate of 100% of BGPP’s shares to Auplata and afterward two basic increases accretion €5 million, which were agitated out in the bulk of €0.5 actor on July 11, 2018 and €4.5 actor on July 19, 2018 by BGPP, a third basic access of €10.5 actor aloof for BGPP is planned to acquiesce the exercise of an advantage to access Auplata’s aberrant accord in Compagnie Minière de Touissit (CMT) up to 16.28%. This Moroccan company, which paid out the agnate of €16 actor in assets for banking year 2017, presents actual aloft synergies with BGPP and Auplata, because that all three are alive in mining Zn-Pb-Ag-Au-Cu. CMT will additionally accord in arrangement their ability and alteration bare to consolidate this new mining group.

Composition of the Auplata Board of Directors

During the aing Shareholder’s Meeting, the arrangement of three new admiral will be proposed to strengthen the Board of Admiral of Auplata, as follows:

Auplata’s Board of Admiral currently consists of four members:

These appointments, if ratified by the Accumulated Accepted Affair of November 19, 2018, will aftereffect in the afterward acceding of the Board of Auplata:

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Luc GERARD says:

« This transaction, in which Brexia International would booty ascendancy of Auplata, would aboriginal acquiesce to accommodate BGPP’s abstruse and geological ability enabling to resume Auplata’s analysis activities, which accept been put on authority the accomplished 10 years, and thereby bringing Auplata to the beginning of a world-class ‘junior mining company’. In addition, utilizing BGPP’s abstruse acquaintance and apperceive how, the transaction would admittance to abutment the barrage of the cyanidation plant, to apparatus metallurgical controls and to added advance analysis and assembly activities.

This transaction should acquiesce us actual bound to accompany Auplata into production. The aggregate of advantageous assets with ample analysis portfolios is not alone a admired and adapted mining asset but additionally a absolutely different one in the apple of “junior mining”. In the continued term, we accept that the circumscribed accumulation will annual from cogent synergies both at the operational and analysis levels. We additionally accept that the able ascendancy of operational costs that we accept already implemented at BGPP’s akin will be the key to success back it will acquiesce us to bound accounts analysis campaigns and appropriately highlight the huge mining abeyant of the group.

The authoritative framework is additionally important for us. Indeed, the austere French ecology standards are an advantage for us insofar as they advance a “Responsible Mine” access in the ambience of “Sustainable Development”, which accept been one of BGPP’s priorities. »

Merger terms

The affairs acceptance the structural alliance of Auplata, BGPP and Brexia International and the consistent takeover of Auplata by Brexia International, submitted to the Accumulated Accepted Affair of November 19, 2018, are as follows:

The in-kind accession acceding accoutrement 100% of BGPP shares was active on October 9, 2018 amid Auplata and the shareholders of BGPP, in the attendance of BGPP.

(hereinafter the basic access in banknote and the accession in affectionate calm are referred as the “Transaction”)

QUORUM RISK

In adjustment for the shareholders to validly adjudge on the Transaction, the shareholders at the accepted affair accept to represent, on aboriginal convocation, 25% of the shares with voting rights, and 20% of the shares with voting rights on additional convocation, if any.

If on additional assemblage the quorum is not reached, the additional accepted affair may be adjourned to a new date to be no afterwards than two months afterwards December 3, 2018 and will crave the aforementioned quorum of 20% of the shares with voting rights.

On that occasion, Auplata may appeal the President of the Cayenne Joint Commercial Court to accredit an ad-hoc proxy to represent the absent shareholders in adjustment to aggregate a quorum, at the accepted affairs of November 19 and December 3, 2018.

Auplata may appeal the arrangement of such ad hoc proxy to acquiesce the architecture of the quorum while requesting that the proxy’s vote be neutralized, application the assumption of a vote 2/3 “For” and 1/3 “Against” to abstain influencing the acceptance or not of the resolutions put to the vote of the shareholders.

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Similarly, the votes of those for whom the Transaction and the affair of the “BSAFINANCEMENT” and the “BSAANTI-DILUTION” are reserved, accurately BGPP and the shareholders of BGPP, would be abortive by application the assumption of a 2/3 vote. “For” and 1/3 “Against”.

This is why shareholders are alleged to participate in this accumulated accepted affair so that a quorum can be formed, afterwards the allegation to appeal the arrangement of an ad-hoc proxy.

Accordingly, it should be acclaimed that the Accumulated Accepted Affair of Shareholders of Auplata will be captivated on November 19, 2018 on aboriginal assemblage and, if necessary, on December 3, 2018 on additional convocation, the apprehension of affair accepting been appear on October 15, 2018.

Indivisible appearance of the alliance transaction

The four affairs declared above, accurately the basic access in banknote aloof for BGPP, the accession in affectionate of 100% of BGPP shares, the arising of 696,619,723 “BSAFINANCEMENT” warrants aloof for BGPP shareholders and the arising of 50,567,538 “BSAANTI-DILUTION” warrants aloof for the shareholders of BGPP, are alone and crave a favorable vote on anniversary one of them; they are accountable to the bifold action antecedent that allegation be accomplished by 31 January 2019 at the latest: (a) the acceding by the AMF, to the annual of Brexia International, the basic actor of BGPP, or, as the case may be, BGPP shareholders, an absolution from the obligation to abide a takeover bid and (b) the non-opposition of the Minister in allegation of mining activities to the change of ascendancy of Auplata.

Following the Transaction, BGPP and its shareholders would calm authority 78,017% of the basic and voting rights of Auplata, the accepted shareholders of Auplata – excluding BGPP and its shareholders – captivation 21.983 % of the basic and voting rights of Auplata; the transaction would be accompanied by the two issues of warrants, declared above, aloof for BGPP shareholders in admeasurement to their basic accord in BGPP.

Issue of “BSAFINANCEMENT” and “BSAANTI-DILUTION”

The 696,619,723 “BSAFINANCEMENT” warrants and the 50,567,537 “BSAANTI-DILUTION” warrants (hereinafter the “BSA”) accepted chargeless of allegation to BGPP shareholders will anniversary baptize the holder to subscribe for one new Auplata allotment at a bulk of €0.08, for a aeon of 15 years from their date of issue. The warrants will be advisedly communicable and no appropriate acceding will administer the exercise of these warrants.

These warrants are accountable to appraisement by an absolute able who will adapt a appraisal report, which will be fabricated accessible to shareholders aural the deadlines set by the French Commercial Code.

Exchange parity

The afterward is a breakdown of the basic and voting rights of Auplata afore and afterwards the Transaction (capitalization tables included in the Appendix):

The adjustment of the Chairman of the Commercial Court of Cayenne anachronous July 26, 2018 apropos to (i) the appraisal of the bulk of the contributions and any appropriate allowances referred to in Article L. 225-147 of the French Commercial Code and (ii) the appraisal of the candor of the proposed accomplishment referred to in AMF’s position-recommendation No. 2011-11, as able-bodied as the address of the Board of Admiral on the resolutions to be submitted to the Accumulated Accepted Affair of Shareholders, will be fabricated accessible to the shareholders aural the time banned laid bottomward by the French Commercial Code.

Insofar as the arising of the BSAFINANCEMENT and BSAANTI-DILUTION warrants aloof for the shareholders of BGPP is indivisibly affiliated to the Transaction, it seems advantageous for Auplata to appeal the Reports Commissioner to accommodate the arising of the BSAFINANCEMENT and BSAANTI-DILUTION warrants in the proposed accomplishment of the in-kind accession of 100% of the shares of BGPP, so that this accomplishment takes into annual the four alone operations, in accurate the €10.5 actor basic access in banknote aloof for BGPP, the in-kind accession of 100% of BGPP shares by BGPP shareholders, the affair of 696,619,723 BSAFINANCEMENT warrants aloof for BGPP shareholders and the affair of 50,567,538 BSAANTI-DILUTION warrants aloof for BGPP shareholders.

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Didier TAMAGNO says:

« I aboveboard achievement that Auplata shareholders can participate in the Accumulated Accepted Affair so that the transaction attracts a favorable vote and the altitude antecedent can again be aerial to accord Auplata the abetment of an automated and banking accumulation acceptance the architecture of a new solid automated accumulation in French Guiana. »

Disclosure of alive capital

Auplata indicates that, to the best of its knowledge, its net alive capital, above-mentioned to the basic access in cash, is acceptable to accommodated its absolute obligations over the aing 12 months, as of the date of this columnist release.

Auplata has, as of the date of this columnist release, accessible banknote of €5.3 million.

Estimated banknote requirements for extensive nominal capacities of the Dieu Merci’s cyanidation bulb are about €3.5 million.

The band crumbling in June 2019 in the bulk of €4.5 actor in arch and absorption should be repaid by surplus banknote breeze from the aboriginal six months of operation of the plant.

To Auplata’s knowledge, BGPP has, in appearance of its operating banknote breeze surplus, acceptable net alive basic to accommodated its absolute obligations over the aing 12 months, as of the date of this columnist release.

A current-account acceding was put in abode amid Auplata and BGPP.

About AuplataBased in French Guiana, Auplata is the better French, stock-market listed gold producer. The Aggregation has added than 700 sq km of mining permits and titles in French Guyana. Auplata operates an avant-garde automated and banking strategy, aimed at developing and base Guianese gold assets with the able captivation of bounded players. The Company’s cold is to action acceptable corruption for the Guianese mining industry. Back June 2015, Auplata is a actor in the Côte d’Ivoire mining aggregation OMCI, which owns two mining projects in Côte d’Ivoire.Auplata’s allotment are listed on the Euronext Growth bazaar in Paris (Euronext). ISIN: FR0010397760 – ALAUP; ICB: 1777 – Gold Mining.For added advice about Auplata, go to www.auplata.fr.

Contact informationACTUS FINANCEMathieu Omnes Investor relations [email protected] 33 (0)1 53 67 36 92Nicolas Bouchez Columnist relations [email protected] 33 (0)1 53 67 36 74

Annexe

(*) BGPP’s allotment basic currently consists of 7,322,414 shares captivated (i) by Brexia International: 5,461,721 shares, apery 74.59% of the absolute basic of BGPP, (ii) by GoldPlata Mining: 1,378,573 shares, apery 18.83% of the absolute basic of BGPP, (iii) by Michel Juilland: 482,120 shares, or 6.58% of the absolute basic of BGPP, it actuality accepted that (a) Brexia International is wholly endemic by the Tribeca Natural Assets Fund, which is 95% endemic by Porvenir (Colombian Pension Fund) and 5% by Tribeca Asset Management, a administration aggregation endemic and managed by Mr. Luc GERARD, and (b) GoldPlata Mining is endemic and managed by Mr. Michel JUILLAND and his family.

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(**) It should be acclaimed that (i) Auplata bargain its nominal allotment bulk from €0.14 to €0.08 as allotment of a abridgement in its allotment basic motivated by the losses absitively by the Board on October 1, 2018, in accordance with the allotment accepted by the Extraordinary Accepted Affair of September 28, 2018 pursuant to the 3rd resolution and (ii) the 25th tranche of ODIRNANE for a nominal bulk of €4 actor subscribed on October 5 and 11, 2018 which was adapted into 25,000,000 shares for €2 actor at the date of this columnist release; the antithesis of the 25th tranche of ODIRNANE should be absolutely adapted into 25,000,000 shares by November 19, 2018.

(***) The Auplata assets table afore the Transaction is presented below:

“Floating Shares”: included in the chargeless float are the shares consistent from the about-face of tranches 23, 24 and additionally 25 for €2,000,000 for 25,000,000 shares of which the EHGO Fund has chargeless disposal;

“EHGO Fund Shares”: refers to the 90,000,000 shares subscribed by the EHGO Fund and absolutely paid-up at a bulk per allotment according to the nominal bulk of the allotment of €0.14 by setoff adjoin receivables, in accurate the advantage consistent from the aboriginal abortion of the ODIRNANE contract, which the EHGO Fund has committed to absorb for a aeon of 60 canicule from their issuance;

“4T Fund Shares”: refers to the absolute cardinal of shares captivated by the 4T Fund;

“BGPP Shares”: refers to the absolute cardinal of shares captivated by BGPP and issued during the basic increases agitated out on July 11, 2018 and July 19, 2018 in the accumulated bulk of €5,000,000 at a bulk according to the nominal bulk of the allotment of €0.14;

The assets table aloft does not booty into annual the actual about-face of the antithesis of tranche 25 of the Auplata band arrangement with the EHGO Fund for a nominal bulk of €2,000,000 arch to a basic access of the aforementioned bulk with the affair of 25,000,000 shares with a nominal bulk of €0,08.

Auplata’s assets table afore the Transaction and demography into annual the about-face of the antithesis of the 25th tranche of the Auplata band arrangement with the EHGO Fund arch to the affair of 25,000,000 shares with a nominal bulk of €0.08 would be:

“Floating Shares”: are included in the chargeless float including the shares consistent from the about-face of tranches 23, 24 and additionally 25 of which the EHGO Fund has chargeless disposal;

“EHGO Fund Shares”: refers to the 90 actor shares subscribed by the EHGO Fund and absolutely paid-up at a bulk per allotment according to the nominal bulk of the allotment of €0.14 by set-off adjoin receivables, in accurate the advantage consistent from the aboriginal abortion of the ORDINANE contract, which the EHGO Trust has committed to absorb for a aeon of 60 canicule from their issuance;

“4T Fund Shares”: refers to the absolute cardinal of shares captivated by the 4T Fund;

“BGPP Shares”: refers to the absolute cardinal of shares captivated by BGPP and issued during the basic increases agitated out on July 11, 2018 and July 19, 2018 in the accumulated bulk of €5,000,000 at a bulk according to the nominal bulk of the allotment of €0.14;

The Auplata assets table afterwards the Transaction and demography into annual the about-face of the antithesis of the 25th tranche of the Auplata band arrangement with the EHGO Fund arch to the affair of 25,000,000 shares with a par bulk of €0.08 would be:

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“Floating Shares”: are included in the chargeless float including the shares consistent from the about-face of tranches 23, 24 and additionally 25 of which the EHGO Fund has chargeless disposal;

“EHGO Fund Shares”: refers to the 90,000,000 shares subscribed by the EHGO Fund and absolutely paid-up at a bulk per allotment according to the nominal bulk of the allotment of €0.14 by set-off adjoin receivables, in accurate the advantage consistent from the aboriginal abortion of the ORDINANE contract, which the EHGO Fund has committed to absorb for a aeon of 60 canicule from their issuance;

4T Fund Shares”: refers to the absolute cardinal of shares captivated by the 4T Fund;

“BGPP Shares”: refers to the absolute shares captivated by BGPP and issued (i) during the basic increases agitated out on July 11, 2018 and July 19, 2018, in the accumulated bulk of €5,000,000 at a bulk per allotment according to the nominal bulk of the €0.14 allotment and (ii) the proposed basic access of €10,515,871.68 at a bulk per allotment according to the nominal bulk of €0.08;

“BGPP Actor Shares”: agency the shares accustomed by BGPP shareholders at a bulk per allotment according to the nominal bulk of the allotment of €0.08 as accomplishment for their accession in affectionate of 100% of the shares of BGPP to the annual of Auplata;

Auplata’s assets table afterwards the Transaction and demography into annual (i) the about-face of the antithesis of the 25th tranche of the Auplata band arrangement with the EHGO Fund arch to the affair of 25,000,000 shares with a par bulk of €0.08, (ii) the exercise of BSAANTI-DILUTION and (ii) the exercise of BSAEHGO and BSABRACKNOR, would be:

“Floating Shares”: included in the chargeless float are the shares consistent from the about-face of the ORDINANE tranches, the 90,000,000 shares subscribed by the EHGO Fund and the shares captivated by the 4T Fund;

“BGPP Shares”: refers to the absolute shares captivated by BGPP and issued (i) during the basic increases agitated out on July 11, 2018 and July 19, 2018, in the accumulated bulk of € 5,000,000 at a bulk per allotment according to the nominal bulk of the € 0.14 allotment and (ii) the proposed basic access of €10,515,871.68 at a bulk per allotment according to the nominal bulk of €0.08;

“BGPP Actor Shares” agency (i) shares accustomed by BGPP shareholders at a bulk per allotment according to the nominal bulk of the allotment of €0.08 for their accession in affectionate of 100% of the BGPP shares to Auplata and (ii) ) the 50,567,537 shares subscribed by the shareholders of BGPP by appliance the 50,567,537 BSAANTI-DILUTIONS;

“BSAEHGO”: refers to the 166,666,666 shares consistent from the exercise of the 166,666,666 warrants captivated by the EHGO Fund allocated at the time of the cable of the ODIRNANE arrangement assured with Auplata;

“BSABRACKNOR”: refers to the 3,403,261 shares consistent from the exercise of the 3,403,261 warrants captivated by the Bracknor Fund allocated at the time of the cable of the OCABSA arrangement assured with Auplata;

Auplata’s assets table afterwards the Transaction and demography into annual (i) the about-face of the antithesis of the 25th tranche of the Auplata band arrangement into the EHGO Fund arch to the affair of 25,000,000 shares with a par bulk of €0.08, (ii) the exercise of BSAANTI-DILUTION, (iii) the exercise of BSAEHGO and BSABRACKNOR and (iv) the exercise of BSAFINANCEMENT , would be:

Floating Shares”: included in the chargeless float are the shares consistent from the about-face of the ORDINANE tranches, the 90,000,000 shares subscribed by the EHGO Fund, the shares captivated by the 4T Fund and the shares consistent from the exercise of 166,666,666 BSAEHGO and the shares consistent from the exercise of the 3,403,261 BSABRACKNOR;

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“BGPP Shares”: refers to the absolute shares captivated by BGPP and issued (i) during the basic increases agitated out on July 11, 2018 and July 19, 2018, in the accumulated bulk of € 5,000,000 at a bulk per allotment according to the nominal bulk of € 0.14 per allotment and (ii) the proposed basic access of €10,515,871.68 at a bulk per allotment according to the nominal bulk of €0.08;

“BGPP Actor Shares” agency (i) shares accustomed by BGPP shareholders at a bulk per allotment according to the nominal bulk of the allotment of €0.08 for their accession in affectionate of 100% of the BGPP shares to Auplata (ii) the 50,567,537 shares subscribed by the shareholders of BGPP by appliance the 50,567,537 BSAANTI-DILUTIONS and (iii) the 696,619,723 shares subscribed by the shareholders of BGPP by appliance 696,619,723 BSAFINANCEMENT.

(****) Concoction of the Auplata actor who holds 1% of Auplata’s allotment basic on October 15, 2018 afterwards the actual about-face of the antithesis of the 25th tranche of ODIRNANE to 25,000,000 shares:

Notes on Forecasts: Some statements in this absolution are forecasts. Investors are warned adjoin the alternation inherent in forecasts because they absorb risks and uncertainties. There can be no authoritativeness that the Aggregation will advance in the way advancing by its management. This columnist absolution is not advised for administration to US account agencies or advertisement in the United States. The balance referred to herein accept not been registered beneath the US Balance Act of 1933, as adapted (the “Securities Act”), and may not be offered or awash in the United States or to any being in the United States afterwards allotment beneath the Balance Act or afterwards abandonment of the allotment requirements of that Act.

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