PERTH, WESTERN AUSTRALIA--(Marketwire - Jan. 11, 2013) - Marengo Mining Limited (TSX:MRN)(ASX:MMC)(POMSoX:MMC) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
The restructure of Marengo to re-domicile to Canada by way of a Scheme of Arrangement (Scheme) has today been implemented.
Under the Scheme, all Marengo ordinary shares have been transferred to Marengo Mining Canada Limited (TSX:MRN)(ASX:MMC)(POMSoX:MMC) (Marengo Canada) and Marengo is now a wholly owned subsidiary of Marengo Canada.
In accordance with the Scheme, Marengo Canada's common shares listed on the TSX, CHESS Depositary Interests (CDIs) listed on the ASX and PETS Depositary Interests listed on the POMSoX (PDIs) have today been registered in the names of Scheme Participants. The consideration that would otherwise have been issued to Ineligible Foreign Shareholders has been issued as Marengo Canada's common shares to Patersons Securities Limited as sale nominee.
The Marengo Mining shareholders as at the record date (being Thursday, 10 January 2013) (Record Date) now hold 100% of the voting power in Marengo Canada.
In accordance with certain private treaty agreements, as at implementation, Marengo Canada has also acquired all of Marengo's performance rights and options in exchange for options and performances rights in Marengo Canada on substantially similar terms. In addition, where a warrant of Marengo is exercised after the Record Date, a common share in Marengo Canada will be issued to the warrant holder.
Marengo Canada is trading on a deferred settlement basis on the ASX and POMSoX and is trading on a normal basis (T+3) on the TSX. It is intended that Marengo Canada will commence normal trading (T+3) on the ASX and POMSoX on Thursday, 17 January 2013. Holding statements for the CDIs and PDIs will be despatched on or before Wednesday, 16 January 2013.
The Marengo board members have been appointed to the board of Marengo Canada. The office of President and Chief Executive Officer of Marengo Canada is held by Les Emery and Louis Gignac is the non-executive Chairman. Sander Grieve, Partner of law firm Fraser Milner Casgrain, based in Toronto, has been appointed the Company Secretary.
Marengo will today apply to the Australian Securities Investment Commission (ASIC) to change its name to Marengo Mining (Australia) Limited. Once this has occurred, Marengo Canada will register to change its name to Marengo Mining Limited.
Further details in relation to the Scheme and its implementation are set out in Marengo's Scheme Booklet dated 30 October 2010. Capitalised terms in this announcement have the meanings given in the Scheme Booklet.
Otherwise, please contact either Mark Churchward or John Ribbons on +61 8 9429 0000.
Les Emery, President/CEO
ARBN: 161 356 930
YANDERA MINING COMPANY LIMITED (COMPANY NO. 1-53202)
MARENGO MINING (PNG) LIMITED (COMPANY NO. 1-76844)