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23 May 2008 07:00
Date: 23 May 2008
TSX-V: MNO
AIM: MANA
Mano River Resources Inc
("Mano" or the "Company")
Mano signs agreements with Severstal for investment in Mano and funding to develop the Putu Range Iron Ore Project in Liberia
Mano, the TSX-V and AIM-listed exploration and development company focussed on gold, diamonds and iron ore in west Africa, is pleased to announce that it has signed certain agreements with Severstal's indirect wholly-owned Dutch subsidiary, Lybica Holding B.V.. Severstal is a leading Russian steel and natural resources company.
Under a subscription agreement, an indirect wholly-owned subsidiary of Severstal will make an equity investment of approximately US$4m in Mano (at 10p per share) on 29 May 2008 with an option to make an additional equity investment in Mano (at 14p share) in due course; and
Under a share purchase and subscription agreement ("SPSA"), an indirect wholly-owned subsidiary of Severstal will pay $37.5m for a 61.5% stake in the Putu Range Iron Ore Project held under African Iron Ore Group Ltd. ("AIOG"), Mano's existing 80% owned subsidiary. In addition, the indirect wholly-owned Severstal subsidiary has agreed to enter into a facility agreement after completion under which it will provide AIOG with further funding of up to US$15m. The SPSA is conditional, on customary conditions to completion, on the completion of satisfactory due diligence by Severstal Resurs (which manages all Severstal's mining assets) and on Mano converting its exploration licence into a Mineral Development Agreement ("MDA").
Terms of the Non-Brokered Private Placement
An indirect wholly owned subsidiary of Severstal has entered into a subscription agreement with Mano and subject to the satisfaction or waiver of various standard conditions to completion, will make an initial investment into Mano on 29 May 2008 by subscribing for 20,000,000 common shares at 10p each, raising approximately US$4m prior to expenses. This represents a premium of 13.7% on the current share price as at 22 May 2008. Following the private placement Severstal will hold 6.29% of Mano's issued share capital.
In addition, 20,000,000 warrants will be granted to an indirectly wholly-owned subsidiary of Severstal at an exercise price of 14p, which shall be exercisable at any time over a period of 18 months from the completion of the private placement. Upon exercise of all the warrants, Severstal's holding in Mano would increase to 11.84% (assuming no further issuances of common shares prior to that time) and provide the Company with a further US$5.54m in funding (at the exchange rate of US$1.98/£ at close of business on 22 May 2008).
Severstal will also have the right to appoint a nominee to the board of directors of Mano for a period of 3 years from the date of closing of the private placement, provided it maintains a shareholding of at least 5% in Mano and thereafter provided it maintains a shareholding of at least 10% in Mano. Any nominee of Severstal shall be subject to approval by the TSX Venture Exchange.
The private placement is subject to customary conditions to closing, including approval of the TSX Venture Exchange and completion is expected to occur on 29 May 2008.
Application will be made for the new Common Shares issued (the "New Common Shares") to be admitted to AIM and dealings in the New Common Shares is expected to commence on 30 September 2008 as the New Common Shares are subject to a 4 month hold period under Canadian securities laws and the policies of the TSX Venture Exchange.
The total number of issued Common Shares in the Company, including the New Common Shares, will be 317,810,818 Common Shares.
Terms of the SPSA
The SPSA provides for the acquisition by an indirect wholly-owned subsidiary of Severstal of 25% of the issued and outstanding shares of AIOG for US$12.5 million from Mano River Iron Ore Holdings Ltd., a wholly-owned subsidiary of Mano, and a further 20% of the issued and outstanding shares of AIOG from the minority interest parties in AIOG, for US$10.0 million. It also provides for the subscription by the Severstal subsidiary for new ordinary shares in AIOG for an aggregate price of $15m. These acquisitions and the subscription will give the indirectly wholly-owned Severstal subsidiary a 61.5% stake in AIOG on completion of the SPSA. Completion is conditional on, amongst other things, the approval of the TSX Venture Exchange, the completion of satisfactory due diligence by Severstal and Mano converting its exploration licence into an MDA.
The SPSA envisages the provision of a facility, by the indirectly wholly-owned Severstal subsidiary to AIOG, of up to US$15m to fund the Putu Range Iron Ore Project through to bankable feasibility study (BFS). The parties have undertaken to negotiate in good faith and use reasonable endeavours to enter into such facility agreement within 60 days after completion of the SPSA.
Mano's holding in AIOG will be 38.5% at completion. The parties have agreed to negotiate in good faith and use reasonable endeavours to enter into a shareholders' agreement to govern the relationship between the parties on or prior to completion.
The SPSA contains customary warranties and indemnities provided by Mano to the indirectly wholly-owned Severstal subsidiary.
The agreements with Mano represent Severstal's entry into Africa using Mano as its conduit. Severstal is a leading Russian steel and natural resources company with a strong global presence. Currently Severstal Resurs (Severstal's mining division) has significant iron ore production of 14.7 million tonnes per annum. The share purchase and subscription agreement between Mano and Severstal is dependent on a number of customary conditions, including Mano's successful conversion of its exploration licence into a full 25 year Mineral Development Agreement with the government of Liberia, which is expected to take approximately 4 months from the date of the agreement being signed.
Mano is targeting a potential resource of 900 million tonnes on the Putu Range Iron Ore Project with an aggressive 4,000m drill programme ongoing to further delineate the resource and to further establish the quantity and quality of the resource. The funds raised through the share purchase and subscription agreement with Severstal would be used to invest solely into Liberia. The inhabitants in the county of Grand Gedeh (where Putu is located) as well as neighbouring counties are expected to benefit significantly as investment into the project increases, creating substantial employment opportunities and boosting the local economy. It is expected that in excess of US$1bn will be invested into surrounding infrastructure and mine construction, which will provide large economic benefits to Liberia. As well as fast tracking development of the Putu Range Iron Ore Project through to production, the investment into the Company, following the agreements with Severstal, would accelerate development of the New Liberty Gold Project through to production. As at 31 December 2007 the balance sheet of AIOG showed a gross assets total of US$2,429,514 and a net assets total of US$1.00. AIOG has not been revenue generating since incorporation.
Luis da Silva, Mano CEO commented:
"We are delighted to have entered into this agreement with Severstal. Mano's expertise in West Africa, coupled with Severstal Resurs expertise in developing iron ore deposits will be critical in bringing the Putu Range Iron Ore project to production. We see this as a very positive partnership and a significant step forward for Mano as the Company looks to enter the next phase of growth. We look forward to working closely with Severstal and believe that this deal will be the catalyst for economic and social development for eastern Liberia. This direct investment into Grand Gedeh will make it the growth engine of the region."
Ends
For further information on Mano River Resources and its exploration programme, you are invited to visit the Company's website at www.manoriver.com or contact one of the following:
Mano River Resources Inc.
Luis da Silva info@manoriver.com Tel +44 (0) 20 7299 4212
Panmure Gordon (UK) Limited
Edward Farmer edward.farmer@panmure.com
Tel +44 (0) 20 7459 3600
GMP Securities Europe LLP,
James Hannon, james.hannon@gmpeurope.com Tel +44 (0) 20 7647 2803
Pelham PR
Charles Vivian/James MacFarlane charles.vivian@pelhampr.com
Tel +44 (0) 20 7743 6670 / 6375 james.macfarlane@pelhampr.com
Notes to Editors:
About the Putu Iron Ore Project:
The Putu Iron Ore Project is located in the centre of a 425km2 licence in Grand Gedeh County of eastern Liberia, approximately 120km north east from a potential deep water port of Greenville and 200km south east of the Mt. Nimba iron ore deposit.
The Putu project consists of two prominent ridges that strike northeast southwest, namely, Mt Jideh (with its extension Mt Montroh) and Mt. Ghi. Exploration to date has focussed on Mt Jideh, which comprises a high-grade outcropping magnetite/hematite mineralised zone that has undergone various stages of weathering. Mt Jideh has a strike length of approximately 12km based on mapping, surface sampling and airborne magnetic data.
A lower priority target called Mt Ghi runs parallel to Mt Jideh and does not have a similarly strong magnetic anomaly or significant outcrop. A programme of 30 reconnaissance grab samples at Mt Ghi has returned an average grade of 39.3% Fe. The grade is believed to be associated with a deep tropical weathering profile.
Putu was first explored in the 1950s and 1960s by LAMCO (Liberian-American-Swedish Mining Company) and subsequently by Bong Mining Company. Historic exploration included grab sampling, trenching, aeromagnetics, drilling and the driving of an exploration adit.
About Severstal:
OAO Severstal is an international mining and steel company. Severstal focuses on high value-added and unique niche products and has a successful track record of acquiring and integrating high-quality assets in North America and Europe. Severstal owns mining assets in Russia, thus securing its supplies of raw materials. In 2007 Severstal produced 17.5 million tonnes of steel.
Severstal Resurs manages Severstal's mining assets: three high-quality mining complexes in northwest Russia. In 2007 Severstal's Mining division produced 5.8 million tonnes of coal concentrate, 1.8 million tonnes of coking coal, 1.8 million tonnes of steam coal, 10.0 million tonnes of iron ore pellets and 4.7 million tonnes of iron ore concentrate. The reserves and resources of the company were estimated to be 1.8 billion tonnes of iron ore as at 1 January 2006 and 0.7 billion tonnes of coal as at 1 April 2006.
The TSX Venture Exchange has not reviewed and does not take responsibility for the adequacy or accuracy of this release
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