Marengo Mining Limited
TSX : MRN
ASX : MGO
POMSoX : MGO

Marengo Mining Limited

December 09, 2010 22:55 ET

Marengo Mining Limited: Section 708A Notice

PERTH, WESTERN AUSTRALIA--(Marketwire - Dec. 9, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

On December 7, 2010, Marengo Mining Limited (TSX:MRN)(ASX:MGO)(POMSoX:MGO) ("Marengo" or the "Company") issued a total of 110,000,000 units (each a "Unit") of the Company, each Unit consisting of one ordinary share of the Company (each a "Unit Share") and one subscription receipt (each, a "Subscription Receipt"), at a price of C$0.50 (A$0.51) per Unit pursuant to the Preliminary Short Form Prospectus dated 18 November 2010 and Final Short Form Prospectus dated 30 November 2010. The Company confirms 110,000,000 Unit Shares have been issued.

Secondary Trading Exemption

The Corporations Act 2001 (C'wlth), ('The Act') restricts the on-sale of Unit Shares issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Unit Shares noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

  1. the Company issued the Unit Shares without disclosure to investors under Part 6D.2 of the Act;

  2. as at December 9 , 2010 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

  3. as at December 9, 2010 there is no information:

    1. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

      1. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

      2. the rights and liabilities attaching to the Unit Shares.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ordinary shares within the United States. The ordinary shares have not been offered 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 such registration is granted.

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