Auricore Mining NV is a special purpose acquisition company incorporated on 3 January 2018, under the laws of the Netherlands as a public limited liability company (naamloze vennootschap) for the purpose of acquiring a minority stake in a business with principal business operations in Europe, preferably in the Netherlands. The Company was formed by Mr Niek Hoek, Mr Stephan Nanninga and, on behalf of Oaklins Netherlands, Mr Gerbrand ter Brugge and, on behalf of Oaklins Italy, Mr Attilio Arietti and Mr Giovanni Cavallini (together the Promoters) each acting through and on behalf of Dutch Star Companies Promoters Holding B.V. (DSC Holding), a Dutch private limited liability company (besloten vennootschap). On the date of this prospectus (the Prospectus), the Company does not carry on a business. The Company will have 24 months from the Settlement Date (as defined below) to complete a Business Combination (as defined below), subject to a potential one-off six month extension approved by the Company’s general meeting (the Business Combination Deadline). If the Company fails to complete a Business Combination prior to the Business Combination Deadline, it will liquidate and distribute the net proceeds of the Offering (as defined below) less certain costs, in accordance with the Liquidation Waterfall (as defined and further described in the section Reasons for the Offering and Use of Proceeds – Failure to complete the Business Combination). The resolution to effect a Business Combination shall require the prior approval by a majority of at least 70% of the votes cast at an extraordinary general meeting of the Company.

The Company is initially offering at least 2,500,000 units (each a Unit) at a per unit price of €20.00 (the Offer Price) (the Offering). Each Unit consists of:

• two ordinary shares with a nominal value of €0.06 per share (each an Ordinary Share); and
• two warrants (each a Warrant), which entitles the holder thereof to effect a conversion of such Warrants into one or more Ordinary Shares in accordance with the terms set out in this Prospectus (see the section Terms of the Warrants).

For each Unit allocated to it, an investor shall receive two Ordinary Shares and two Warrants. One of such Warrants shall be issued on the Settlement Date (as defined below) (such Warrant the IPO-Warrant) and one of such Warrants shall be issued on and subject to completion of the Business Combination (as defined below) (such Warrant the BC-Warrant). Following completion of the Business Combination, the Company shall allot one BC-Warrant per two Ordinary Shares that were held by an Ordinary Shareholder on the day that is two trading days after the date of completion of the Business Combination (the Business Combination Completion Date). Each Warrant becomes immediately exercisable and tradable upon receipt thereof by the relevant Ordinary Shareholder. Upon exercise of Warrants, the Company shall issue a number of Ordinary Shares corresponding to the Exercise Ratio (as defined below), provided that the outcome of the Exercise Ratio will be rounded down for the purpose of determining a whole number of Ordinary Shares. With respect to the Warrants, the Company has prepared a key information document (in the Dutch language) which can be obtained from its website (www.dutchstarcompanies.com). Investors are advised to review this key information document, in addition to the Prospectus, prior to making their investment decision.

The Offering consists of: (i) a public offering in the Netherlands to qualified investors and (ii) private placements in various other jurisdictions. The Offering is being made outside the United States of America (the United States or U.S.) and the Units will only be offered and sold in offshore transactions outside the United States in reliance on Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the US Securities Act). The Units, Ordinary Shares and Warrants have not been and will not be registered under the US Securities Act.

Prior to the Offering, there has been no public market for the Ordinary Shares or the Warrants. Although the Ordinary Shares and the Warrants are offered in the form of Units in the context of the Offering, the underlying Ordinary Shares and Warrants will detach and trade separately on two listing lines on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (Euronext Amsterdam). Subject to acceleration or extension of the timetable of the Offering, trading on an “as-if-and-when-issued-and/or-delivered” basis in the Ordinary Shares and the IPO-Warrants is expected to commence on or about 22 February 2018 (the First Trading Date). The Offering will take place from 09:00 Central European Time (CET) on 12 February 2018 until 17:30 CET on 21 February 2018, subject to acceleration or extension of the timetable for the Offering (the Offer Period). The Offer Period shall be at least six Business Days. The Company has applied for admission of all of the Ordinary Shares and, separately, all of the IPO-Warrants, to listing and trading on Euronext Amsterdam, under the respective symbols of DSC1 and DSC1W. The Company will apply for admission of all BC-Warrants to listing and trading on Euronext Amsterdam after the Company enters into an agreement contemplating a Business Combination. The Units themselves will not be listed.

The Promoters have committed capital in the aggregate of €1,750,000 to fund costs related to the Offering and the Initial Working Capital (see the section Reasons for the Offering and Use of Proceeds). Immediately following Settlement, the Promoters or entities affiliated with the Promoters will (indirectly) hold 194,444 convertible shares with a nominal value of €0.42 each (the Special Shares, and each Ordinary Share or Special Share a Share). The Special Shares will not be listed. Each Special Share can be converted into a maximum of seven Ordinary Shares on the terms set out in the Articles of Association (see the section Description of Share Capital and Corporate Structure – Special Shares. Under the Shareholders’ Agreement (as defined below), each of the Promoters and/or the relevant entities affiliated with them will be bound by a lock-up undertaking vis-à-vis the Company and the other Promoters with respect to the Ordinary Shares obtained by them as a result of converting Special Shares, which undertaking will apply for one year following such conversion. The Promoters have furthermore agreed in the Shareholders’ Agreement to contractually restrict their right to transfer their Special Shares, which restrictions can only be lifted in exceptional circumstances (see the section Description of Share Capital and Corporate Structure – Transfer of Shares).

The Company has received intentions to participate in the Offering and to subscribe for Units from investors for an aggregate amount of €50,500,000. The Company intends to provide these investors with preferential treatment in the allocation process and expects each of them that formally subscribes to be fully allocated.

The Company may prior to Settlement elect, in its sole discretion after consultation with the Placing Agent, to increase the size of this Offering up to €100,000,000 (corresponding to a maximum of up to 5,000,000 Units) (the Extension Clause). If the Extension Clause is exercised, the Promoters will not, directly or indirectly, receive additional Special Shares.

The minimum subscription amount in the context of the Offering has been set at €100,000.

Investing in the Units, the Ordinary Shares and the Warrants involves risks. See the section Risk Factors for a description of the risk factors that should be carefully considered before investing in the Units

Subject to acceleration or extension of the timetable for the Offering, payment (in euro) for the Units, and delivery of the underlying Ordinary Shares and IPO-Warrants (Settlement) is expected to take place on 26 February 2018 (the Settlement Date) through the book- entry systems of the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor giraal Effectenverkeer B.V. trading as Euroclear Nederland).

If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Units will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be returned without interest or other compensation. Any dealings in Units, Ordinary Shares or IPO-Warrants prior to Settlement are at the sole risk of the parties concerned. The Company, the Promoters, ING Bank N.V. (ING and, in its capacity as placing agent the Placing Agent), ABN AMRO Bank N.V. (ABN AMRO and in its capacity as listing agent the Listing Agent) and Euronext Amsterdam do not accept any responsibility or liability towards any person as a result of the withdrawal of the Offering. For more information regarding the conditions to the Offering and the consequences of any termination or withdrawal of the Offering, see the section The Offering.

The Offering is only made in those jurisdictions in which, and only to those persons to whom, offers and sales of the Units, the Ordinary Shares and/or the Warrants may lawfully be made. The distribution of this Prospectus and the offer and sale of the Units, the Ordinary Shares and/or the Warrants in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe any restrictions. Each purchaser of Units, in making a purchase, will be deemed to have made certain acknowledgments, representations and agreements as set out in the section Selling and Transfer Restrictions. Prospective investors in the Units, the Ordinary Shares and/or the Warrants should carefully read the restrictions described under the section Notice to Investors and the section Selling and Transfer Restrictions. The Company is not taking any action to permit a public offering of the Units, the Ordinary Shares and/or the Warrants in any jurisdiction outside the Netherlands.

This Prospectus constitutes a prospectus for the purpose of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of the European Union as amended, including by Directive 2010/73/EU (theProspectus Directive) and has been prepared in accordance with Chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, AFM).

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