Marengo Mining Limited

Marengo Mining Limited

June 11, 2012 16:54 ET

Marengo Mining Limited Files Preliminary Short Form Prospectus

TORONTO, ONTARIO--(Marketwire - June 11, 2011) -


Marengo Mining Limited ("Marengo" or the "Company") (TSX:MRN)(ASX:MGO)(POMSoX:MGO) announced today that, in order to continue the offering commenced by the preliminary prospectus dated March 13, 2012, 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"). The Offering is being led by Paradigm Capital Inc. and includes Casimir Capital Ltd.

Each Unit will consist of one ordinary share (an "Ordinary Share") of the Company and one subscription receipt (a "Subscription Receipt"). Upon receipt of shareholder approval required pursuant to the listing rules of the Australian Securities Exchange (the "Release Condition"), which is required for an issuance of Ordinary Shares in excess of 15% of Marengo's outstanding Ordinary Shares, each Subscription Receipt will be automatically converted into one ordinary share of the Company. 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 finalise Marengo's feasibility study ("FS"), advance the Company's district exploration program at the Yandera copper-molybdenum-gold deposit located in Madang Province, Papua New Guinea (the "Yandera Project"), as well as for permitting and other pre-construction expenditures relating to the Yandera Project, and for general corporate and working capital purposes.

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.

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

The Offering is scheduled to close on or about June 28, 2012 and is 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 securities described herein in any state in which such offer, solicitation or sale would be unlawful. The securities described herein 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 regarding: (i) the accuracy of exploration results received to date; (ii) anticipated costs and expenses; (iii) that the results of the FS 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 "Risks 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 under reliance on forward-looking information.

Please note that the Head Office of Marengo is located in Western Australia and is 12 hours ahead of Toronto time.

ABN: 57 099 496 474

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