Amara Mining Regulatory News (AMA)

30 April 2010 AIM: CLF / TSX: CFG

Cluff Gold Plc

("Cluff Gold" or the "Company")

Update on Possible Offer

Cluff Gold, the dual AIM/TSX listed West African-focused gold mining company, confirms today that discussions are ongoing. A further announcement will be issued when appropriate.

At yesterday's Cluff Gold Board meeting, it was confirmed that the Company is on course to continue its growth plans following significant progress made throughout the last twelve months. The Company will be announcing further Resource Updates at the Baomahun and Angovia Gold Projects over the next few months, followed by the results of the Scoping Study at Baomahun.

In addition, the Company will shortly be updating the market on production in March and April, which will confirm that Cluff Gold remains on course to exceed its forecast of producing 100,000 oz of gold this year.

The Board has now asked all interested parties to finalise offers or conclude discussions relating to the bidding process in the near future. For the avoidance of doubt, there is no guarantee that an offer will be forthcoming.

Algy Cluff, the Chairman of Cluff Gold, commented:

"As discussions continue with certain third parties, the Company maintains its active growth strategy of developing its assets into increased gold production and we anticipate strong results from the ongoing Scoping Study at the Baomahun mine.

The Company is well positioned to build on this momentum and reach our long term strategic goals in order to achieve further shareholder value. In the meantime the Company will update the market, when discussions have reached a conclusion."

NO REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE CONTENT OF THIS PRESS RELEASE.

This News Release includes certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, included in this release, including, without limitation, the positioning of the Company for future success, statements regarding potential future production at Angovia and Kalsaka, exploration and drilling results at Baomahun, and future capital plans and objectives of Cluff Gold, are forward-looking information that involve various risks and uncertainties. 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. Important factors that could cause actual results to differ materially from Cluff Gold's expectations include, among others, risks related to international operations, the actual results of current exploration and drilling activities, changes in project parameters as plans continue to be refined as well as future price of gold. Although Cluff Gold has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Cluff Gold does not undertake to update any forward-looking statements that are included herein, except in accordance with applicable securities laws.

A technical report prepared by SRK Consulting (UK) Limited entitled "Technical Review of the Baomahun Gold Exploration Project, Sierra Leone" was filed on 17 February 2009 at www.sedar.com. 

Douglas D Chikohora has reviewed and approved the information contained within this announcement. Mr Chikohora (MSc., MIMMM., CEng) is the Technical Director of the Company.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Cluff Gold, 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 Cluff Gold, 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 Cluff Gold by Cluff Gold, or by the potential offer ors, 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 http://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.