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Re: News Release - Thursday, April 05, 2007
*Mano Plans Listing of "Stellar Diamonds" Subsidiary
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Mano River Resources Inc. ("Mano" or "the Company") the TSX-V and
AIM-listed exploration and development company focussed on West Africa,
provides an update on its corporate restructuring plans.
.. Diamond assets proposed to be listed on AIM through 100% owned
subsidiary Stellar Diamonds Limited ("Stellar")
.. Mano's interest in Stellar will be diluted using independently
assessed fair values, as a result of the Guinea acquisition and private
funding, both referred to below.
.. Advice is being sought as to a tax efficient basis for subsequently
distributing Stellar shares to existing shareholders
Rationale for the Restructuring
Mano's CEO, Dr Tom Elder, comments: "The planned restructuring
represents the culmination of ten years of pioneering exploration in
West Africa by Mano, yielding a substantial portfolio of diamond
projects and joint ventures with some major industry partners.
"With hard rock open pit gold production at the New Liberty Gold
project in Liberia and underground diamond production on the Kono
kimberlite dyke joint venture ("JV") with Petra Diamonds, both
scheduled for 2008, the board firmly believes that the creation of a
separately listed diamond subsidiary will help to unlock significant
value for our shareholders, currently not being ascribed by the market.
Indeed, currently proposed funding arrangements for Stellar, if
successful, are based on a valuation of around �16M or 60% of Mano's
current market capitalization.
Stellar Diamonds Limited
Stellar is to be the Company's 100% owned subsidiary currently being
incorporated in Guernsey. It is the Company's intention to list Stellar
separately on AIM within the next twelve months, with Mano's Director
and VP Exploration for Diamonds, Karl Smithson, being appointed CEO.
Stellar will seek to hire a chairman independent from Mano.
Private funding of up to �1 million is being raised for Stellar's
subsidiary company, Mandiamo (holding Mano's Sierra Leone and Liberia
diamond assets), to meet co-funding obligations and exploration
commitments from 31 January 2007 onwards, thus avoiding dilution of
Mano shareholders' interests in gold and iron ore assets..
Further brokered pre-IPO financing will be sought in order to maintain
Stellar's current equity interests in the most advanced diamond
projects, being:
(i) Kono development and production JV with Petra Diamonds in Sierra
Leone (where Stellar owns 49%),
(ii) Weasua JV with Trans Hex where bulk sampling of diamond bearing
kimberlites will shortly commence (Trans Hex acquiring a 50% interest),
(iii) development of the Mandala alluvial mine in Guinea, and
(iv) on-going exploration programmes on various other non-joint
ventured projects.
An independent valuation report of Mano's diamond assets has been
commissioned, to underpin the valuations on a pre-IPO and IPO basis of
Stellar. Mano's current initial 100% equity position in Stellar will
subsequently be diluted as a result of the Guinea acquisition described
below, current private funding and future financings. It is projected
that Mano's equity holding in Stellar following planned pre-IPO funding
of �4.5 million will be approximately 65%.
Subsequently, Stellar will seek to raise additional funds at IPO in
order to finance further development at Kono and Mandala, to continue
bulk sampling evaluation of the kimberlite pipes at Weasua and advance
its exploration in the region, whilst seeking other high interest
diamond opportunities in Africa.
Mano as a Canadian legal entity is seeking advice from Canadian tax
specialists to review the implications of a transaction pursuant to
strict tax rules, which would result in Mano shareholders receiving
shares in Stellar (and, possibly at the same time -- see previous News
Release - Mano's iron ore entity) in the most tax efficient manner for
both Mano and its shareholders.
It is intended that Stellar will become an integrated diamond producer
and explorer in Africa, given that its share of diamond production from
its Kono JV with Petra diamonds and Mandala JV is expected to be in the
region of 100,000 carats in 2008, increasing to over 150,000 carats in
2010.
The Company's portfolio of diamond properties and joint ventures in
West Africa is summarised as follows:
.. A 49% interest in a JV with Petra Diamonds on the Lion Kimberlite
Dykes project in the Kono diamond fields of Sierra Leone, with
underground diamond production planned to commence in late 2007. A
processing plant is already built and exploration shaft sinking is
ongoing with ongoing discoveries of new dykes and diamonds.
.. A 50% interest in a JV with Trans Hex Group in the Weasua cluster of
diamondiferous kimberlite pipes in Liberia, where bulk sampling to
determine diamond grades and value is currently underway.
.. A 50% interest in the Mandala alluvial and Bouro kimberlite dyke
project in Guinea, where a non-43-101 indicated alluvial diamond
resource of 550,000 carats has been established and where high grade
kimberlite dykes are present. An agreement in-principle has been
reached to acquire the remaining 50% interest from our JV partner,
SearchGold Resources, in return for shares in Stellar ('the Guinea
acquisition').
.. A 15,000km2 reconnaissance licence in west Liberia where diamond
bearing kimberlites and numerous high interest mineral indicator
anomalies have been discovered.
.. A joint venture with BHP Billiton, who are earning an initial 51%
interest in the south-eastern Sierra Leone tenements. The joint venture
has located a high-grade diamond bearing extension of the high grade
Tongo dyke field.
.. Two licences in south east Sierra Leone where kimberlite has been
discovered and abundant indicator mineral anomalies require further
follow up work.
.. A joint venture with African Aura in Liberia where exploration is
ongoing to earn a 78% interest in the north Bea exploration project.
.. A 100% held interest in the Bea MDA licence in Liberia where
extensive indicator mineral anomalies have been generated and require
further follow up work.
.. A Joint Venture with De Beers to access their regional Guinea
database, where an independent consultant is currently reviewing the
data and selecting high interest targets for further investigation.
For further information on Mano River Resources and its exploration
programme, you are invited to visit the Company's website at
www.manoriver.com or contact:
ENDS
Tom Elder, President and CEO
Mano River Resources Inc.
+44 (0) 1235 810 740
Justine Howarth / Clare Irvine
Parkgreen Communications
+44 (0) 207 851 7480
Jamie Cumming / Liz Kennedy
Bell Lawrie
+44 (0) 141 221 7733
Raz Hussein
Controller, Canada
+1 (604) 689 1700
Notes to Editors
Review of Mano's non-diamond assets
GOLD
.. Mano has completed a positive bankable feasibility (see release of
10 January 2007) on the 100% owned (though subject to government's 10%
free carried interest) 1.4Moz gold resource (13.533 million tonnes of
measured and indicated resources grading 3.18 g/t, inclusive of
reserves) at New Liberty Gold Project in Liberia, where open pit gold
production of at least 100,000 oz in year one (from a reserve
comprising 4.39Mt grading 3.8g/t proven and 0.17Mt grading 4.0g/t
probable) is planned to commence in 2008, subject to financing and
permitting.
.. A pipeline of highly attractive drilled prospects within its
1,000km2 Bea Mountain Licence in Liberia including Weaju (233,000 oz
inferred resource of 663,000 tonnes grading 10.9g/t) and Gondoja.
.. A Joint Venture with Golden Star, who are earning an initial 51%
interest in a portfolio of highly prospective licences in Sierra Leone.
.. A Joint Venture with Navasota Resources, who are earning up to a 60%
interest in the Missamana/Gueliban gold project in Guinea.
IRON ORE
African Iron Ore Group Ltd, 80% owned by MRRI, holds the following iron
ore assets:
.. A 100% interest in the 12km long Putu Range Iron Ore project where
historic reports from Mt Jide indicate a potential of 500 million
tonnes (not yet in compliance with the NI 43-101 code) and excluding
any potential resources on other ridges. Discussions with industry
partners continue in respect of Putu Range. (The potential quantity is
conceptual in nature and the grade is unknown. Furthermore, it is
uncertain if further exploration will result in the discovery of a
mineral resource).
.. A 3.68% minority interest in Mifergui Nimba, holder of a 5% interest
(which is free carried for the first $100M invested) in the
BHPBilliton-managed one billion tonne Nimba iron ore deposit in Guinea,
which straddles the Liberian border where it is being redeveloped by
Mittal Steel.
The TSX Venture Exchange has not reviewed and does not take
responsibility for the adequacy or accuracy of this release
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Copyright (c) 2007 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
Message sent on Thu Apr 5, 2007 at 6:56:56 AM Pacific Time
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