TORONTO, Sept. 18 /CNW/ -- Mano River Resources Inc. ("Mano River" - TSX-V:MNO & AIM:MANA) and African Aura Resources Ltd. ("African Aura" - TSX-V:AAZ) are pleased to announce that African Aura shareholders approved the previously-announced merger transaction (the "Transaction") with Mano River at its special meeting of shareholders held today. 100% of the votes cast at the meeting were voted in favour of the Transaction.
The Transaction is structured as a merger under the corporate laws of the British Virgin Islands ("BVI"). In accordance with the combination agreement dated 30 June 2009 between African Aura and Mano River, African Aura will, subject to regulatory approval, merge with MANAAR Limited, a wholly-owned BVI subsidiary of Mano River. Mano River will thereby acquire all of the issued and outstanding common shares of African Aura. Closing of the Transaction is scheduled to occur on or about 2 October, 2009, subject to the completion of certain corporate steps and the receipt of certain regulatory approvals.
As previously announced, upon closing of the Transaction African Aura shareholders will be entitled to receive 1.57 shares of Mano River for each common share they hold in African Aura, provided that no fractional shares of Mano River will be issued. As soon as practicable after the closing of the Transaction and subject to receipt of appropriate regulatory approvals, Mano River will undertake a 1 for 8 share consolidation (one new post-consolidation share for every 8 pre-consolidation shares) and change its corporate name to "African Aura Mining Inc.".
David Netherway, Non-executive Chairman of African Aura and proposed Non-executive Chairman of the merged company:
"The boards of African Aura and Mano River are exceptionally pleased by the overwhelming support from African Aura's shareholders in approving this transformational merger of our respective companies. For African Aura, the Transaction will transform the company from being an early stage explorer to being a project developer with advanced stage assets in Liberia, including the New Liberty Gold Project ((NI 43-101 compliant measured and indicated resource of 1.4 million ounces from 13.533 million tonnes grading 3.18 g/t)) and the Putu Project ((NI 43-101 compliant inferred mineral resource of 1.08 billion tonnes at 37.6% Fe, from a 2.6km section of the 12km long Putu ridge)). The Putu Project is subject to a joint venture with Severstal (ZAO Severstal Resource ("Severstal")), which is investing US$30M towards a feasibility study to earn a 61.5% interest in the project. Severstal is also a 6.29% shareholder in Mano River.
For Mano River, the Transaction serves as a first step in its strategy to identify and consolidate what it deems to be the highest potential opportunities in west and central Africa. The merger brings a significant pipeline of complementary earlier stage and highly prospective iron and gold projects to Mano River's portfolio, notably the Batouri gold and the Nkout iron projects in Cameroon. Mano River will also benefit from the appointment of experienced individuals to the board and management team and a cash infusion that will be applied to accelerating the development of the merged company's most advanced projects. Mano River will also acquire African Aura's portfolio of gold prospects in Liberia, including Fula Camp, where positive drilling results have been announced and which is located approximately 45 km north east of the New Liberty Gold Project."
Post Merger Strategy
On completion of the Transaction, the initial focus of the englarged group will be on creating value by advancing the New Liberty Gold Project towards production and the completion of a 27,000m resource drilling programme on the Putu Project. In parallel, the merged company will continue the cost effective exploration of its portfolio of gold and iron projects in Cameroon. Where appropriate, cost and risk sharing joint ventures will be undertaken on projects which require either significant capital or in which the board of the merged company is unwilling to invest additional funds or human resources. Further merger and acquisition opportunities in sub-Saharan Africa will continue to be assessed as part of the merged company's broader long term strategy to become a leading diversified resource company in Africa with robust gold and iron divisions.
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 iron and gold 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 and a 59% interest in Stellar Diamonds Ltd. 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 on SEDAR's website: www.sedar.com.
About African Aura
African Aura has a 'first-mover' exploration strategy, focused on the discovery of economic iron, gold, and uranium deposits in sub-Saharan Africa. African Aura has established a portfolio of exploration licences totalling approximately 9,880km(2), targeting Archaean greenstone and Proterozoic volcano-sedimentary belts. The portfolio includes the 12km long Nkout iron project in southern Cameroon, the Batouri gold project in eastern Cameroon, the Fula Camp gold project in western Liberia, and a pipeline of significant prospects for drill testing, as well as numerous other gold, uranium and iron ore targets that require follow-up exploration. African Aura trades on the TSX Venture Exchange (AAZ). More information can be found on line at www.african-aura.com and on SEDAR's website: www.sedar.com.
The gold mineral resource estimate included in this press release was previously disclosed in the technical report entitled "Form 43-101F Technical Report on the New Liberty Gold Project, Liberia" dated October 24, 2006 (the "New Liberty Technical Report") prepared by Dexter Ferreira and Pierre Fourie of Lower Quartile Solutions (Pty) Ltd who are each a "Qualified Person" as such term is defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The New Liberty Technical Report was filed on Mano River's SEDAR profile on January 31, 2007 and is available at www.sedar.com.
The iron mineral resource estimate included in this press release was previously disclosed in the technical report entitled "Mineral Resource Estimate for the Putu Iron Ore Project" dated August 2009 (the "Putu Technical Report") prepared by Howard Baker of SRK Consulting (UK) Ltd who is a "Qualified Person" as such term is defined in NI 43-101. The Putu Technical Report was filed on Mano River's SEDAR profile on August 10, 2009 and is available at www.sedar.com.
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 Transaction 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 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.
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