Marengo Mining Limited

Marengo Mining Limited

April 22, 2010 12:33 ET

Marengo Mining Limited Files Preliminary Short Form Prospectus

TORONTO, ONTARIO--(Marketwire - April 22, 2010) -


Marengo Mining Limited ("Marengo" or the "Company") (TSX:MRN)(ASX:MGO)(POMSoX:MGO) announced today that it has filed and received a receipt for a preliminary short form prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia in connection with a best efforts offering of units (the "Units") of the Company (the "Offering"), each Unit consisting of one ordinary share of the Company and one subscription receipt (each, a "Subscription Receipt"). Upon receipt of shareholder approval required pursuant to the listing rules of the Australian Securities Exchange (the "Release Condition"), each Subscription Receipt will be automatically converted into a number of ordinary shares of the Company to be determined in the context of the market immediately prior to the filing of the final short form prospectus in respect of the Offering. Pending satisfaction of the Release Condition, that portion of the proceeds received in respect of the Subscription Receipts (the "Escrowed Proceeds") will be held in escrow. In the event that the Release Condition is not satisfied within 35 days following receipt for the final prospectus, the Escrowed Proceeds, plus interest thereon, will be returned to the holders of the Subscription Receipts.

The net proceeds from the Offering will be used to finance the Company's district exploration program at the Yandera copper-molybdenum-gold deposit located in Madang Province, Papua New Guinea (the "Yandera Project"), including the preparation of the definitive feasibility study (the "DFS") on the development of the Yandera Project and for general corporate and working capital purposes.

The Offering will be led by Paradigm Capital Inc. with a syndicate comprising Fraser Mackenzie Limited. Final pricing and determination of the number of Units to be sold pursuant to the Offering will be determined in the context of the market immediately prior to the filing of the final short form prospectus in respect of the Offering.

Marengo is an exploration and feasibility stage mining company with its principal asset being the Yandera Project. The Company's primary focus for the ensuing 12 months is to complete the DFS and to continue a district exploration program focusing on the area surrounding the Yandera central resource.

Completion of the Subscription Receipt portion of the Offering is subject to receipt of shareholder approval to the issuance of the ordinary shares underlying the Subscription Receipts in accordance with the applicable listing rules of the Australian Securities Exchange.

The Offering is also subject to the approval of the Australian Securities Exchange, the Toronto Stock Exchange and applicable securities regulatory authorities.

This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ordinary shares in any state in which such offer, solicitation or sale would be unlawful. The ordinary shares have not been registered and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws. Accordingly, the ordinary shares may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from the registration requirements is available.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward looking information. Such forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or to be achieved and any other similar expressions. In providing the forward-looking information in this news release, the Company has made numerous assumptions, including assumptions regarding: (i) the accuracy of exploration results received to date; (ii) anticipated costs and expenses; (iii) that the results of the DFS continue to be positive; and (iv) that future exploration results are as anticipated. Management believes that these assumptions are reasonable. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking information. Some of these risks, uncertainties and other factors are described under the heading "Risk Factors" in the Company's annual information form available on Forward-looking information is based on estimates and opinions of management at the date the statements are made. Except as required by law, Marengo does not undertake any obligation to update forward-looking information even if circumstances or management's estimates or opinions should change. Readers should not place undue reliance on forward-looking information.

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