Loan Agreement

 
TIDMMVA 
 
AIM 
Release 
                  5th May 2009 
 
 
                  Minerva Resources plc (AIM : MVA) 
 
                    ("Minerva" or "the Company") 
 
                           Loan Agreement 
 
On 24  April  2009,  the  Company announced  it  was  in  discussions 
regarding financing and  corporate transactions that  may or may  not 
lead to a possible offer for the issued share capital of the Company. 
 
The Company wishes  to announce that  it has entered  into a  binding 
loan agreement with a third  party ("Loan Agreement") to provide  the 
Company with an unsecured loan facility  of GBP350,000. The loan is  to 
provide Minerva  with short  term working  capital. The  Company  had 
previously intended to enter a Company Voluntary Arrangement ('CVA'), 
but in view of the loan facility  it is proposed not to proceed  with 
this course of action. 
 
The  first  tranche   of  GBP75,000   has  been   drawdown  today.   As 
consideration, Minerva has  also entered into  a non legally  binding 
memorandum of understanding  ("MOU") through which  it has agreed  to 
provide a legally binding  exclusivity period to  the third party  to 
enable it to conduct due diligence  on Minerva assets with a view  to 
determine whether a business combination may be possible. The  second 
tranche of the loan of GBP275,000 is subject to conditions including  a 
business combination still being in contemplation under the terms  of 
the MOU and after the initial  due diligence period, expected to  end 
on or before 31 May 2009. 
 
Shareholders should  be aware  that there  is no  certainty that  the 
second tranche of the loan will  be made available to the Company  or 
that a  business combination  or an  offer for  the Company  will  be 
forthcoming and no certainty as to the terms on which any offer might 
be made. 
 
A further announcement on progress in this regard will be made in due 
course. 
 
Terms of the Loan Agreement 
 
Amounts drawn down under  the Loan Agreement shall  at the option  of 
the lender  be  either repayable  in  cash or  convertible  into  new 
ordinary shares of Minerva  at a price of  0.7p per share subject  to 
shareholder authority for the issue of further shares. Interest shall 
be payable on  the second tranche  drawn down  at a rate  of 15%  per 
annum. Any amounts drawn down shall be repayable within one month  of 
notice by the third party if it has informed the Company it does  not 
intend to proceed with a business combination. 
 
Share Suspension 
 
Trading in the shares  of the Company  will remain suspended  pending 
the publication of the Company's  annual accounts for the year  ended 
30 September 2008 and clarification of its financial position. 
 
Dealing Disclosure Requirements 
 
Under the provisions of  Rule 8.3 of the  City Code on Takeovers  and 
Mergers (the  "Code"), if  any person  is, or  becomes,  "interested" 
(directly or indirectly)  in 1%` or  more of any  class of  "relevant 
securities"  of  the  Company,   all  "dealings"  in  any   "relevant 
securities" of  that company  (including  by means  of an  option  in 
respect of,  or  a  derivative  referenced  to,  any  such  "relevant 
securities") must  be publicly  disclosed by  no later  than 3.30  pm 
(London time) on the  London business day following  the date of  the 
relevant transaction. This requirement  will continue until the  date 
on which  the offer  becomes,  or is  declared, unconditional  as  to 
acceptances, lapses or is otherwise withdrawn or on which the  "offer 
period" otherwise ends. If two or more persons act together  pursuant 
to an  agreement or  understanding, whether  formal or  informal,  to 
acquire an "interest" in "relevant  securities" of the Company,  they 
will be deemed to be a single person for the purpose of Rule 8.3. 
 
Under the  provisions of  Rule 8.1  of the  Code, all  "dealings"  in 
"relevant securities" of  the offeree by  the offeror, or  by any  of 
their respective "associates",  must be  disclosed by  no later  than 
12.00 noon (London  time) on  the London business  day following  the 
date of the relevant transaction. 
 
A  disclosure  table,  giving  details  of  the  companies  in  whose 
"relevant securities" "dealings" should be disclosed, and the  number 
of such securities  in issue, can  be found on  the Takeover  Panel's 
website at  www.thetakeoverpanel.org.uk.  "Interests  in  securities" 
arise, in summary, when a person has long economic exposure,  whether 
conditional or absolute, to  changes in the  price of securities.  In 
particular, a  person will  be  treated as  having an  "interest"  by 
virtue of the ownership or control of securities, or by virtue of any 
option in respect of, or derivative referenced to, securities. 
 
Terms in quotation marks are defined  in the Code, which can also  be 
found on the Panel's website. If you  are in any doubt as to  whether 
or not you  are required to  disclose a "dealing"  under Rule 8,  you 
should consult the Panel. 
 
 
For further information please contact: 
 
Terry Ward 
Minerva Resources plc 
Tel: [phone] 
e-mail: [e-mail] 
web: www.minervaresources.com 
 
James Joyce / Sarang Shah 
W. H. Ireland 
Tel: [phone] 
e-mail: [e-mail] 
 
Nick Rome 
Bishopsgate Communications Ltd 
Tel: [phone] 
[e-mail] 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement.