Update on Loan Agreement and Posting of Circular

 
TIDMMVA 
 
AIM 
Release 
1 June 2009 
 
 
 
                  Minerva Resources plc (AIM : MVA) 
               ("Minerva Resources" or "the Company") 
 
Update on Loan Agreement and Posting of Circular convening a General 
Meeting 
 
Introduction 
 
On 5 May 2009 Minerva Resources announced 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 
"Facility"). Contemporaneously with the drawdown of the first tranche 
of GBP75,000 ("First Tranche") under the Facility on 5 May 2009, the 
Company entered into the non-legally binding memorandum of 
understanding ("MOU") with the same third party through which it 
agreed to provide a legally binding exclusivity period to the third 
party to enable it to conduct due diligence on Minerva Resources 
assets with a view to determining whether a business combination may 
be possible. 
 
Following on from  an announcement  made by  Dwyka Resources  Limited 
("Dwyka") today, of  a possible  offer to acquire  the entire  issued 
share capital of the Company  (the "Possible Offer"), the Company  is 
able to confirm the identity of the third party as Dwyka. 
 
The Company is now  also able to confirm  that, under and subject  to 
the terms of the Loan Agreement,  it now has the ability to  drawdown 
up to a further GBP275,000 (the "Second Tranche") to assist it with its 
working capital requirements for the period up to and including  such 
time as the Possible Offer, if made, is either declared unconditional 
in all respects, lapses or is withdrawn. 
 
Terms of the Loan Agreement 
 
Under the terms of the Loan  Agreement, the amounts drawn down  under 
the Second Tranche  will bear interest  at a rate  of 15% per  annum, 
such interest becoming payable at  the time all funds advanced  under 
the Facility become repayable. 
 
If any offer is made  by Dwyka and such  offer has not been  declared 
wholly unconditional by 31 August 2009 then all monies advanced under 
the Facility (including interest) become repayable within thirty days 
of receipt by the Company  of notice from Dwyka requiring  repayment, 
with such notice to take effect by no later than 15 September 2009. 
 
Repayment of  any monies  drawn down  under the  Facility  (including 
interest) shall, at Dwyka's  option, be satisfied  by the Company  by 
either (a) the capitalisation of all  monies due into fully paid  new 
Ordinary Shares at a conversion price of 0.7p per share (which  would 
result in Dwyka being interested in approximately 25% of the enlarged 
issued share capital of the Company) or (b) cash. 
 
The Company has  given certain warranties  and indemnities under  the 
Loan Agreement relating to the business and financial position of the 
Company. In addition, Dwyka also has the right to call for  immediate 
repayment of the funds advanced under the Facility if certain  events 
of default occur,  such as the  Company becoming insolvent  or if  an 
event occurs which, in Dwyka's opinion, could have a material adverse 
effect on the Possible Offer or Dwyka's rights under the MOU. 
 
Shareholder Approval for issue of new Ordinary Shares 
 
In order to facilitate the  possible election by Dwyka to  capitalise 
any funds lent  under the  Loan Agreement into  Ordinary Shares,  the 
Company is convening the General Meeting to seek Shareholder approval 
to allot  unissued  share capital  and  to  allow the  issue  of  new 
Ordinary Shares on a non pre-emptive basis. 
 
Shareholder's attention is  draw to  the fact that  the Facility  has 
been provided in conjunction with and in order to enable the  Company 
to continue to carry  on its business  whilst discussions with  Dwyka 
relating to the Possible Offer continue. 
 
Recommendation 
 
The Directors  consider that  it  is in  the  best interests  of  the 
Company and its Shareholders  as a whole,  that the Directors  should 
have authority to  allot further Ordinary  Shares in satisfaction  of 
all monies due, and which may become due, under the Facility. 
 
The Directors unanimously recommend that Shareholders vote in  favour 
of the Resolutions, as they have  irrevocably undertaken to do so  in 
respect  of  their  own  beneficial  holdings  of  Ordinary   Shares, 
representing in aggregate approximately 2.34 per cent. of the  issued 
share capital of the Company as  at the date of this announcement  of 
which   Andrew   Daley    represents   1,100,000   Ordinary    Shares 
(approximately 0.71  per cent)  and Terry  Ward represents  2,522,400 
Ordinary Shares (approximately  1.63 per  cent). Shareholders  should 
also  note  that   the  following   Shareholders,  representing,   in 
aggregate, approximately 40.23 per cent. of the issued share  capital 
of the Company have irrevocably undertaken  to vote in favour of  the 
Resolutions: (a)  Ambrian Nominees  Ltd (as  to  57,879,200  Ordinary 
Shares representing 37.51 per cent)  and (b) Merlin Marr-Johnson  (as 
to 4,200,000 Ordinary Shares representing 2.72 per cent). 
 
 
Notice of General Meeting 
 
The General Meeting  is to be  held at the  Registered Office of  the 
Company at the offices of  Sprecher Grier Halberstam LLP, 5th  Floor, 
One America Square, Crosswall,  London EC3N 2SG at  10.00 a.m. on  17 
June 2009.  A copy  of  the circular  to shareholders  convening  the 
General Meeting of  the Company  and a Proxy  Form has  been sent  to 
shareholders  today  and  is  available  on  the  Company's   website 
www.minervaresources.com. 
 
 
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.  The 
annual accounts are now expected to be published by mid June 2009. 
 
Unless otherwise defined herein, terms in this announcement shall 
have the same meanings as those defined in the Circular convening the 
General Meeting sent to Shareholders today. 
 
 
For further information please contact: 
 
Terry Ward 
Minerva Resources plc 
Tel: [phone] 
E-mail: [e-mail] 
 
 
James Joyce / Sarang Shah 
W. H. Ireland 
Tel: [phone] 
 
 
Nick Rome 
Bishopsgate Communications Ltd 
Tel: [phone] 
E-mail: [e-mail] 
 
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