African Aura Update

 

TIDMMANA 
 
RNS Number : 8603U 
Mano River Resources Inc 
01 July 2009 
 

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US NEWS WIRE 
SERVICES 
 
 
1 July 2009 
 
 
TSX-V:MNO/AAZ 
AIM:         MANA 
 
 
MANO RIVER AND AFRICAN AURA SIGN DEFINITIVE COMBINATION AGREEMENT 
IN RESPECT OF PROPOSED MERGER 
 
 
Mano River Resources Inc. ("Mano River" TSX-V:MNO & AIM:MANA) and African Aura 
Resources Ltd. ("African Aura" TSX-V:AAZ) are pleased to jointly announce that 
they have entered into the definitive combination agreement (the "Combination 
Agreement") in respect of their proposed merger, as contemplated in the 
previously announced letter of intent between the companies dated 15 April 2009, 
as amended on 14 May 2009 and 12 June 2009 (the "LOI"). As previously announced, 
Mano River will offer 1.57 Mano River shares for every one African Aura share in 
order to acquire the entire issued share capital of African Aura. 
 
 
The terms of the Combination Agreement are substantially similar to the terms of 
the LOI. 
 
 
The transaction is structured as a merger under the corporate laws of the 
British Virgin Islands ("BVI").  In accordance with the plan of merger dated 30 
June 2009 between MANAAR Limited ("MANAAR"), a wholly-owned BVI subsidiary of 
Mano River, African Aura and Mano River, MANAAR will, subject to regulatory 
approval and the approval of the merger by the shareholders of African Aura, 
merge with African Aura and Mano River will thereby acquire all of the issued 
and outstanding common shares of African Aura. 
 
The African Aura meeting at which its shareholders will consider and, if deemed 
advisable, approve the merger is currently scheduled to be held on 31 July 2009 
and, in any event, is expected to take place no later than 15 August 2009.  Both 
companies are endeavouring to expedite the process in order to hold the African 
Aura shareholders' meeting as soon as possible.  The notice of the African Aura 
meeting and accompanying management information circular are currently under 
preparation and will be sent to the African Aura shareholders at the earliest 
opportunity. 
 
The effective date for closing of the merger is expected to be in mid to late 
August, or at latest during September, at which time the merger will be complete 
and Mano River shares will be issuable to African Aura shareholders. 
 
 
The Combination Agreement will be available on SEDAR at www.sedar.com under the 
profiles of each of Mano River and African Aura on or before 10 July 2009. For a 
summary of the terms of the proposed merger, refer to the press releases of each 
of Mano River and African Aura dated 15 April 2009, which are available under 
the companies' respective SEDAR profiles at www.sedar.com. 
 
 
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 gold, diamond 
and iron ore 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. In Guinea, through its 60% owned subsidiary, 
Stellar Diamonds, the Mandala alluvial diamond mine was commissioned during 
April 2009 for commercial production. In Sierra Leone, Stellar is exploring / 
developing the Kono and Tongo kimberlite dykes. Mano River also has a number of 
other promising projects which it plans to advance in the short to medium term. 
 
 
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 at SEDAR's website: 
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 merger 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 and shareholder 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: [phone] 
 
 
 Evolution Securities Limited 
 Simon Edwards / Chris Sim / Neil Elliot                 Tel:  [phone] 
4300 
 
 
 Pelham Public Relations 
 Charles Vivian / James MacFarlane                     Tel: [phone] 
 
                Mob: [phone] 
 
 
+------------------------------+---------------------------------------------------+ 
| African Aura Resources Ltd   |                                                   | 
+------------------------------+---------------------------------------------------+ 
| John Gray, President & CEO   | Tel: [phone]                         | 
+------------------------------+---------------------------------------------------+ 
|                              | Mob: [phone]                         | 
+------------------------------+---------------------------------------------------+ 
 
 
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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