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Re: News Release - Tuesday, June 30, 2009
Mano River And African Aura Sign Definitive Combination Agreement
In Respect Of Proposed Merger
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Mano River Resources Inc. ("Mano River" TSX-V:MNO & AIM:MANA) and
African Aura Resources Ltd. ("African Aura" TSX-V:AAZ) are pleased to
jointly announce that they have entered into the definitive combination
agreement (the "Combination Agreement") in respect of their proposed
merger, as contemplated in the previously announced letter of intent
between the companies dated 15 April 2009, as amended on 14 May 2009
and 12 June 2009 (the "LOI"). As previously announced, Mano River will
offer 1.57 Mano River shares for every one African Aura share in order
to acquire the entire issued share capital of African Aura.
The terms of the Combination Agreement are substantially similar to the
terms of the LOI.
The transaction is structured as a merger under the corporate laws of
the British Virgin Islands ("BVI"). In accordance with the plan of
merger dated 30 June 2009 between MANAAR Limited ("MANAAR"), a
wholly-owned BVI subsidiary of Mano River, African Aura and Mano River,
MANAAR will, subject to regulatory approval and the approval of the
merger by the shareholders of African Aura, merge with African Aura and
Mano River will thereby acquire all of the issued and outstanding
common shares of African Aura.
The African Aura meeting at which its shareholders will consider and,
if deemed advisable, approve the merger is currently scheduled to be
held on 31 July 2009 and, in any event, is expected to take place no
later than 15 August 2009. Both companies are endeavouring to expedite
the process in order to hold the African Aura shareholders' meeting as
soon as possible. The notice of the African Aura meeting and
accompanying management information circular are currently under
preparation and will be sent to the African Aura shareholders at the
earliest opportunity.
The effective date for closing of the merger is expected to be in mid
to late August, or at latest during September, at which time the merger
will be complete and Mano River shares will be issuable to African Aura
shareholders.
The Combination Agreement will be available on SEDAR at www.sedar.com
under the profiles of each of Mano River and African Aura on or before
10 July 2009. For a summary of the terms of the proposed merger, refer
to the press releases of each of Mano River and African Aura dated 15
April 2009, which are available under the companies' respective SEDAR
profiles at www.sedar.com.
About Mano River
Mano River is an established West African exploration and development
company with a primary listing on the TSX-V (MNO) and a secondary
listing on London's AIM (MANA). Mano River is focused on the discovery
of world-class gold, diamond and iron ore deposits in the highly
prospective, under explored, West African Mano River Union countries of
Liberia, Sierra Leone and Guinea. Mano River has a highly motivated and
experienced team with a record of discovering mines and taking projects
towards development and production.
Mano River's major assets are the gold deposit at New Liberty and the
Putu iron ore project, both in Liberia. In Guinea, through its 60%
owned subsidiary, Stellar Diamonds, the Mandala alluvial diamond mine
was commissioned during April 2009 for commercial production. In Sierra
Leone, Stellar is exploring / developing the Kono and Tongo kimberlite
dykes. Mano River also has a number of other promising projects which
it plans to advance in the short to medium term.
A pioneer company in West Africa, Mano River has attracted some
excellent strategic partners, particularly in iron ore and on its
diamond properties, always with the objective of preserving or
enhancing shareholder value. More information can be found on line at
www.manoriver.com and at SEDAR's website: www.sedar.com.
Forward-looking Statements
This press release includes certain Forward-Looking Statements. All
statements, other than statements of historical fact, included herein,
including without limitation, statements regarding the proposed merger
and future plans and objectives of African Aura and/or Mano River, are
forward-looking statements that involve various known and unknown risks
and uncertainties as well as other factors. Such forward-looking
statements are subject to a number of risks and uncertainties that may
cause actual results or events to differ materially from current
expectations, including delays in obtaining or failure to obtain
required regulatory and shareholder approvals. There can be no
assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those
anticipated in such statements. Any forward-looking statements speak
only as of the date hereof and, except as may be required by applicable
law, African Aura and Mano River disclaim any obligation to update or
modify such forward-looking statements, either as a result of new
information, future events or for any other reason.
Contacts:
Mano River Resources Inc
Luis da Silva, CEO
Tel: +44 (0) 20 7299 4212
Evolution Securities Limited
Simon Edwards / Chris Sim / Neil Elliot
Tel: +44 (0) 20 7071 4300
Pelham Public Relations
Charles Vivian / James MacFarlane
Tel: +44 (0) 20 7337 1500
Mob: +44 (0) 7797 297903
African Aura Resources Ltd
John Gray, President & CEO
Tel: +44 (0) 1235 511 915
Mob: +44 (0) 779 616 7811
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
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Copyright (c) 2009 MANO RIVER RESOURCES INC. (MANA) All rights
reserved. For more information visit our website at
http://www.manoriver.com/ or send mailto:releases@manoriver.com
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Mano River Resources Inc
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EN DÉVELOPPEMENT |
CODE : MNO.V |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Mano River est une société d’exploration minière d'or et de fer basée au Canada. Mano River est en développement de projets d'or, de fer et de diamants en Sierra Leone, et détient divers projets d'exploration au Cameroun, en Liberia et en Sierra Leone. Son principal projet en développement est KONO en Sierra Leone et ses principaux projets en exploration sont NTEM, TCHOLLIRE / REY BOUBA et DJOUM / AKONOLINGA au Cameroun et MANO RIVER, YRISEN - PAMPANA NORTH, SONFON NORTH / SOUTH, NIMINI et PAMPANA NORTH / SOUTH en Sierra Leone. Mano River est cotée au Canada, au Royaume-Uni, aux Etats-Unis D'Amerique et en Allemagne. Sa capitalisation boursière aujourd'hui est 146,6 millions CA$ (117,2 millions US$, 107,5 millions €). La valeur de son action a atteint son plus bas niveau récent le 28 novembre 2008 à 0,01 CA$, et son plus haut niveau récent le 16 décembre 2016 à 1,54 CA$. Mano River possède 151 090 000 actions en circulation. |