Mwana Africa PLC
AIM : MWA

Mwana Africa PLC
SouthernEra Diamonds Inc.

September 19, 2007 02:00 ET

Mwana Africa PLC Announces Completion of Its Offer for SouthernEra Diamonds Inc.

FOLLOWING TAKE-UP OF ALL SHARES UNDER THE OFFER, MWANA WILL OWN APPROXIMATELY 84.2% OF THE OUTSTANDING SOUTHERNERA SHARES

LONDON, UNITED KINGDOM--(Marketwire - Sept. 19, 2007) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES

Mwana Africa PLC ("Mwana" or "the Company") (AIM:MWA) announces that its offer for any and all of the Class A common shares (the "SouthernEra Shares") of SouthernEra Diamonds Inc. ("SouthernEra") other than SouthernEra Shares owned by Mwana and its affiliates (the "Offer") has been completed with a total of 123,885,065 SouthernEra Shares or approximately 70% of the outstanding SouthernEra Shares (being approximately 77.2% of the SouthernEra Shares not already owned by Mwana and its affiliates prior to commencement of the Offer) being validly deposited to the Offer. In addition, notices of guaranteed delivery for deposits of approximately 8,553,547 million SouthernEra Shares have been received. There will be no further extensions of the Offer.

Mwana will take-up all SouthernEra Shares validly deposited to the Offer and not previously taken up by Mwana. If all notices of guaranteed delivery are satisfied, Mwana will beneficially own approximately 148,896,112 million SouthernEra Shares, representing approximately 84.2% of the outstanding SouthernEra Shares.

Mwana intends to cause a meeting of SouthernEra shareholders to be held to consider an amalgamation, statutory arrangement, capital reorganization or other transaction whereby Mwana or an affiliate of Mwana will acquire any SouthernEra Shares not deposited under the Offer (a "Subsequent Acquisition Transaction"). In addition, subsequent to the completion of the Subsequent Acquisition Transaction, Mwana intends to de-list the SouthernEra Shares from the TSX and to cause SouthernEra to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer and to cease to have public reporting obligations in any jurisdiction in which it currently has such obligations.

IMPORTANT NOTICE

This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States (including its territories, possessions, each state thereof and the District of Columbia, the "United States") or by "U.S. persons", as that term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The Mwana Shares have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities or "blue sky" laws and may not be offered or issued in the United States or to, or for the account or benefit of U.S. persons.

Persons who are resident in the United Kingdom should note that the Offer will not be subject to the provisions of the United Kingdom Takeover Code.

The content of this press release, which has been prepared by and is the sole responsibility of Mwana, has been approved by Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, England EC4M 7LS, solely for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000. Numis Securities Limited is acting exclusively for Mwana in connection with the Offer and no one else and will not be responsible to anyone other than Mwana for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in relation to the Offer or any other matter referred to in this press release.

This press release does not constitute or form part of any offer to sell or invitation to purchase any securities or solicitation of an offer to buy any securities, pursuant to the Offer or otherwise.

This press release contains forward-looking statements with respect to the Offer and the transactions contemplated thereby, including the proposed business combination of Mwana and SouthernEra, Mwana's financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditures, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Although Mwana believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable, Mwana cannot be certain that these plans, intentions or expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this press release. These statements include comments regarding: operations and synergies of the combined entity, the establishment and estimates of mineral reserves and mineral resources, production, production commencement dates, production costs, grade, processing capacity, potential mine life, feasibility studies, development costs, capital and operating expenditures, exploration, the closing of certain transactions including acquisitions and offerings, and Mwana's expansion plans.

For further information visit our web site at (http://www.mwanaafrica.com/).

A copy of the early warning report filed by the Company pursuant to Canadian securities laws can be obtained from the individuals identified above at Mwana:



Mwana Africa plc
Devon House
12-15 Dartmouth Street
London
SW1H 9BL


Neither the Toronto Stock Exchange nor the London Stock Exchange has reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Mwana Africa PLC
    Oliver Baring
    Chairman
    +44 20 7654 5588
    or
    Mwana Africa PLC
    Kalaa Mpinga, CEO or David Fish, CFO
    +27 11 883 9550/1
    Website: www.mwanaafrica.com
    or
    Numis Securities Limited
    John Harrison
    Managing Director
    +44 20 7260 1000
    or
    Canaccord Adams Limited
    Ryan Gaffney
    Vice President
    +44 20 7050 6500
    or
    Canaccord Adams Limited
    Michael Barman
    Dealer Manager
    (416) 869-7216
    or
    Merlin
    Tom Randell or Anca Spiridon
    +44 20 7653 6620