MANA Man.Assd.Csh

 

TIDMMANA 
 
RNS Number : 3348Z 
Mano River Resources Inc 
18 September 2009 
 

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE 
SERVICES. 
 
 
 
 
African Aura Receives Shareholder Approval of 
Merger with Mano River 
 
 
Toronto, 18 September, 2009 - Mano River Resources Inc. ("Mano River" - 
TSX-V:MNO & AIM:MANA) and African Aura Resources Ltd. ("African Aura" - 
TSX-V:AAZ) are pleased to announce that African Aura shareholders approved the 
previously-announced merger transaction (the "Transaction") with Mano River at 
its special meeting of shareholders held today. 100% of the votes cast at the 
meeting were voted in favour of the Transaction. 
 
 
The Transaction is structured as a merger under the corporate laws of the 
British Virgin Islands ("BVI"). In accordance with the combination agreement 
dated 30 June 2009 between African Aura and Mano River, African Aura will, 
subject to regulatory approval, merge with MANAAR Limited, a wholly-owned BVI 
subsidiary of Mano River.Mano River will thereby acquire all of the issued and 
outstanding common shares of African Aura. Closing of the Transaction is 
scheduled to occur on or about 2 October, 2009, subject to the completion of 
certain corporate steps and the receipt of certain regulatory approvals. 
 
 
As previously announced, upon closing of the Transaction African Aura 
shareholders will be entitled to receive 1.57 shares of Mano River for each 
common share they hold in African Aura, provided that no fractional shares of 
Mano River will be issued. As soon as practicable after the closing of the 
Transaction and subject to receipt of appropriate regulatory approvals, Mano 
River will undertake a 1 for 8 share consolidation (one new post-consolidation 
share for every 8 pre-consolidation shares) and change its corporate name to 
"African Aura Mining Inc.". 
 
 
David Netherway, Non-executive Chairman of African Aura and proposed 
Non-executive Chairman of the merged company: 
 
 
"The boards of African Aura and Mano River are exceptionally pleased by the 
overwhelming support from African Aura's shareholders in approving this 
transformational merger of our respective companies. For African Aura, the 
Transaction will transform the company from being an early stage explorer to 
being a project developer with advanced stage assets in Liberia, including the 
New Liberty Gold Project [(NI 43-101 compliant measured and indicated resource 
of 1.4 million ounces from 13.533 million tonnes grading 3.18 g/t)] and the Putu 
Project [(NI 43-101 compliant inferred mineral resource of 1.08 billion tonnes 
at 37.6% Fe, from a 2.6km section of the 12km long Putu ridge)]. The Putu 
Project is subject to a joint venture with Severstal [ZAO Severstal Resource 
("Severstal")], which is investing US$30M towards a feasibility study to earn a 
61.5% interest in the project. Severstal is also a 6.29% shareholder in 
Mano River. 
 
 
For Mano River, the Transaction serves as a first step in its strategy to 
identify and consolidate what it deems to be the highest potential opportunities 
in west and central Africa. The merger brings a significant pipeline of 
complementary earlier stage and highly prospective iron and gold projects to 
Mano River's portfolio, notably the Batouri gold and the Nkout iron projects in 
Cameroon. Mano River will also benefit from the appointment of experienced 
individuals to the board and management team and a cash infusion that will be 
applied to accelerating the development of the merged company's most advanced 
projects. Mano River will also acquire African Aura's portfolio of gold 
prospects in Liberia, including Fula Camp, where positive drilling results have 
been announced and which is located approximately 45 km north east of the New 
Liberty Gold Project." 
 
 
Post Merger Strategy 
On completion of the Transaction, the initial focus of the englarged group will 
be on creating value by advancing the New Liberty Gold Project towards 
production and the completion of a 27,000m resource drilling programme on the 
Putu Project. In parallel, the merged company will continue the cost effective 
exploration of its portfolio of gold and iron projects in Cameroon. Where 
appropriate, cost and risk sharing joint ventures will be undertaken on projects 
which require either significant capital or in which the board of the merged 
company is unwilling to invest additional funds or human resources. Further 
merger and acquisition opportunities in sub- Saharan Africa will continue to be 
assessed as part of the merged company's broader long term strategy to become a 
leading diversified resource company in Africa with robust gold and iron 
divisions. 
 
 
About Mano River 
Mano River is an established West African exploration and development company 
with a primary listing on the TSX-V (MNO) and a secondary listing on London's 
AIM (MANA). Mano River is focused on the discovery of world-class iron and gold 
deposits in the highly prospective, under explored, West African Mano River 
Union countries of Liberia, Sierra Leone and Guinea. Mano River has a highly 
motivated and experienced team with a record of discovering mines and taking 
projects towards development and production. 
 
 
Mano River's major assets are the gold deposit at New Liberty and the Putu iron 
ore project, both in Liberia and a 59% interest in Stellar Diamonds Ltd. A 
pioneer company in West Africa, Mano River has attracted some excellent 
strategic partners, particularly in iron ore and on its diamond properties, 
always with the objective of preserving or enhancing shareholder value.  More 
information can be found on line at www.manoriver.com and on SEDAR's website: 
www.sedar.com.www.sedar.com 
 
 
About African Aura 
African Aura has a 'first-mover' exploration strategy, focused on the discovery 
of economic iron, gold, and uranium deposits in sub-Saharan Africa. African Aura 
has established a portfolio of exploration licences totalling approximately 
9,880km2, targeting Archaean greenstone and Proterozoic volcano-sedimentary 
belts. The portfolio includes the 12km long Nkout iron project in southern 
Cameroon, the Batouri gold project in eastern Cameroon, the Fula Camp gold 
project in western Liberia, and a pipeline of significant prospects for drill 
testing, as well as numerous other gold, uranium and iron ore targets that 
require follow-up exploration. African Aura trades on the TSX Venture Exchange 
(AAZ). More information can be found on line at www.african-aura.com and on 
SEDAR's website: www.sedar.com. 
 
 
Oversight 
The gold mineral resource estimate included in this press release was previously 
disclosed in the technical report entitled "Form 43-101F Technical Report on the 
New Liberty Gold Project, Liberia" dated October 24, 2006 (the "New Liberty 
Technical Report") prepared by Dexter Ferreira and Pierre Fourie of Lower 
Quartile Solutions (Pty) Ltd who are each a "Qualified Person" as such term is 
defined in National Instrument 43-101 - Standards of Disclosure for Mineral 
Projects ("NI 43-101"). The New Liberty Technical Report was filed on 
Mano River's SEDAR profile on January 31, 2007 and is available at 
www.sedar.com. 
 
 
The iron mineral resource estimate included in this press release was previously 
disclosed in the technical report entitled "Mineral Resource Estimate for the 
Putu Iron Ore Project" dated August 2009 (the "Putu Technical Report") prepared 
by Howard Baker of SRK Consulting (UK) Ltd who is a "Qualified Person" as such 
term is defined in NI 43-101.  The Putu Technical Report was filed on Mano 
River's SEDAR profile on August 10, 2009 and is available 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 Transaction 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 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. 
 
 
Contacts: 
+------------------------------------+--------------------------------------------+ 
| Mano River Resources Inc           |                                            | 
+------------------------------------+--------------------------------------------+ 
| Luis da Silva, CEO                 | Tel: +44 (0) 20 7299 4212                  | 
+------------------------------------+--------------------------------------------+ 
 
 
+------------------------------------+--------------------------------------------+ 
| African Aura Resources Ltd         |                                            | 
+------------------------------------+--------------------------------------------+ 
| John Gray, President & CEO         | Tel: +44 (0) 1235 511 915                  | 
+------------------------------------+--------------------------------------------+ 
 
 
 Evolution Securities Limited 
 Simon Edwards / Chris Sim / Neil Elliot         Tel:  +44 (0) 20 7071 4300 
 
 
 Pelham Public Relations 
 Charles Vivian / James MacFarlane           Tel: +44 (0) 20 7337 1500 
             Mob: +44 (0) 7797 297903 
 
 
 
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. 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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