Mano River Resources Inc.
TSX VENTURE : MNO
AIM : MANA

Mano River Resources Inc.

July 01, 2009 06:05 ET

Mano River and African Aura Sign Definitive Combination Agreement in Respect of Proposed Merger

LONDON, UNITED KINGDOM--(Marketwire - July 1, 2009) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE SERVICES

Mano River Resources Inc. ("Mano River") (TSX VENTURE:MNO)(AIM:MANA) and African Aura Resources Ltd. ("African Aura") (TSX VENTURE: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.

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.

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.

Contact Information

  • African Aura Resources Ltd
    John Gray
    President & CEO
    +44 (0) 1235 511 915 or Cell: +44 (0) 779 616 7811
    john.gray@african-aura.com

    or

    Mano River Resources
    Luis da Silva
    President & CEO
    +44 (0) 207 299 4211 or Cell: +44 (0) 778 370 1877
    luis.dasilva@manoriver.com

    or

    Evolution Securities Limited
    Simon Edwards / Chris Sim / Neil Elliot
    +44 (0) 20 7071 4300

    or

    Pelham Public Relations
    Charles Vivian
    +44 (0) 207 337 1500 or Mob: +44 (0) 7797 297903