TIDMAAAM
RNS Number : 9324B
African Aura Mining Inc.
28 February 2011
NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION
TO US NEWS WIRE SERVICES.
February 28, 2011
TSX-V: AUR
AIM: AAAM
African Aura Mining Inc.
UPDATE ON PROPOSED SPLIT INTO SEPARATE IRON AND GOLD
COMPANIES
February 28, 2011, African Aura Mining Inc. ("African Aura" or
the "Company"), the TSX-V (AUR) and AIM (AAAM) listed exploration
and development company with divisions focused on iron ore and gold
projects in sub-Saharan Africa, announces that, further to its
press release dated November 5, 2010, it has entered into an
arrangement agreement (the "Arrangement Agreement") with Aureus
Mining Inc. ("Aureus Mining") to complete a restructuring of its
assets by way of a court and shareholder approved plan of
arrangement (the "Arrangement").
Certain key points relating to the Arrangement:
-- African Aura Mining Inc. to be renamed Afferro Mining Inc. to
develop the iron portfolio
-- Aureus Mining Inc. to develop the gold portfolio
-- EGM scheduled to take place on 5(th) April 2011
-- Effective date of the Arrangement expected to be 13(th) April
2011
Pursuant to the Arrangement Agreement, African Aura and Aureus
Mining have agreed to complete the Arrangement, and in connection
therewith, the interest of African Aura in its gold assets
(including the New Liberty Gold Project in Liberia), approximately
22.1% of the outstanding ordinary shares of Stellar Diamonds plc
and cash and cash equivalents equal to 40% of African Aura's total
cash balance as at the effective time of the Arrangement (the
"Effective Time") will be acquired by Aureus Mining. Pursuant to
the Arrangement, each shareholder of African Aura will be entitled
to receive one new common share of African Aura and one common
share of Aureus Mining for each common share of African Aura held
by such shareholder at the Effective Time. Upon completion of the
Arrangement, African Aura will be renamed "Afferro Mining Inc." and
will continue to hold its iron ore projects, which include the Putu
Project in Liberia and the Nkout Project in Cameroon, and will
retain the remainder of its cash and cash equivalents.
The completion of the Arrangement is conditional upon, among
other things, approval by at least two-thirds of the votes cast by
the shareholders of African Aura thereon at a meeting called for
such purpose, approval of the Supreme Court of British Columbia,
receipt by African Aura of an advance income tax ruling from the
Canada Revenue Agency ("CRA"), or alternative confirmation in form
and substance satisfactory to African Aura, with respect to the tax
consequences of the Arrangement, and receipt of all other required
regulatory and third party consents and approvals required in
connection with the Arrangement, including for the transfer by
African Aura of its gold assets to Aureus Mining.
The completion of the Arrangement is also conditional upon,
among other matters, the Toronto Stock Exchange (the "TSX") having
conditionally approved the listing thereon of the Aureus Mining
common shares to be received by African Aura's shareholders
pursuant to the Arrangement, subject only to compliance with the
usual requirements of the TSX. Application will also be made to the
AIM market of the London Stock Exchange ("AIM") for the admission
thereon of the Aureus Mining common shares, which admission will be
subject to, among other things, Aureus Mining satisfying the
admission requirements of AIM.
African Aura has scheduled a meeting of its shareholders for
April 5, 2011, at which shareholders of record on February 25, 2011
will consider, among other matters, the Arrangement. Meeting
materials will be mailed and are expected to be available on SEDAR
(www.sedar.com) under African Aura's profile on or about March 4,
2011 and will be available on the Company's website
(www.african-aura.com).
About African Aura Mining Inc.
African Aura is an established exploration and development
company listed on the TSX-V (AUR) and London's AIM (AAAM). The
Company operates two divisions that are intended to be split into
separate listed companies becoming effective, subject to
shareholder, regulatory and other approvals in April 2011:
- The iron ore division includes its 38.5% interest in the 2.4Bt
Putu iron ore project in Liberia, which is subject to a resource
expansion drilling programme and moving through pre-feasibility
managed by joint venture partner Severstal Resources (the mining
division of London and Moscow listed OAO Severstal). In September
2010, Putu was granted a 25 year renewable Mineral Development
Agreement by the Government of Liberia. The division also includes
a 100% interest in the Nkout 1Bt iron ore project and surrounding
iron targets in Cameroon which is subject to a resource expansion
drilling programme.
- The gold assets, to be held in "Aureus Mining Inc." when
listed independently, include the New Liberty gold deposit in
western Liberia which has a resource of 1.51 million ounces of gold
grading 3.78 g/t (comprising 5,599,000 tonnes grading 4.17 g/t in
the indicated category and 7,040,000 tonnes grading 3.40 g/t in the
inferred category) which is being advanced through a bankable
feasibility study, and the proximal Ndablama, Weaju, Silver Hills
and Gondoja gold projects all within the Company's Bea Mountain 25
year renewable Mineral Development Agreement.
In addition, the Company has a 22% interest in AIM-listed
diamond producer Stellar Diamonds Plc (AIM: STEL,
www.stellar-diamonds.com).
The Company has a highly motivated and experienced team with a
track record of discovering mines and taking projects through
development and into production. As a pioneer, African Aura has
attracted some excellent strategic partners and shareholders,
always with the objective of preserving or enhancing shareholder
value. For further information on the Company you are invited to
visit its website at www.african-aura.com, or SEDAR's website at
www.sedar.com, or contact one of the following:
African Aura Mining Inc.
Luis da Silva, President & CEO
Tel: +44 (0) 20 7257 2930
Evolution Securities Limited
Rob Collins / Tim Redfern
Tel: +44 (0) 20 7071 4300
Pelham Bell Pottinger
Charles Vivian / James MacFarlane
Tel: +44 (0) 20 7861 3232
Forward-Looking Information
This press release contains certain forward-looking information.
All information, other than information regarding historical fact,
that addresses activities, events or developments that the Company
believes, expects or anticipates will or may occur in the future is
forward-looking information. Forward-looking information contained
in this press release includes, but may not be limited to: the
future plans and objectives of African Aura, including the
completion of the proposed Arrangement and the terms, timing and
consequences relating thereto; the listing and admission on the TSX
and AIM, respectively, of the Aureus Mining common shares to be
received by African Aura shareholders in connection with the
Arrangement; the timing of the shareholders meeting to consider the
Arrangement; and statements relating to the application for an
advance income tax ruling from the CRA. The foregoing and other
forward-looking information contained in this press release
reflects the current expectations, assumptions or beliefs of
African Aura based on information currently available to African
Aura. With respect to the forward-looking information contained in
this press release, African Aura has made assumptions regarding,
among other things: general business, economic and mining industry
conditions; the completion of the Arrangement, including the
receipt of all necessary approvals to proceed therewith; the
Company's ongoing exploration and development activities; and it
has also been assumed that no material adverse change in the price
of precious and/or base metals occurs and no significant events
occur outside of African Aura's normal course of business.
Such forward-looking information is 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 a failure to obtain, required regulatory approvals
(including the approval of the TSX and AIM with respect to the
listing and admission, respectively, of the Aureus Mining common
shares to be received by African Aura's shareholders as part of the
Arrangement); the Company's inability to complete the Arrangement
or obtain a favourable confirmation from the CRA regarding the tax
consequences of the Arrangement; risks normally incidental to
exploration and development of mineral properties; adverse changes
in precious and/or base metal prices; and future unforeseen
liabilities and other factors including, but not limited to, those
listed under "Risk Factors" in the Company's Annual Information
Form dated April 30, 2010 available under the Company's profile on
SEDAR at www.sedar.com.
Forward-looking information speak only as of the date on which
it is made and, except as may be required by applicable law,
African Aura disclaims any obligation to update or modify such
forward-looking information, either as a result of new information,
future events or for any other reason.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accept responsibility for the adequacy or
accuracy of this release.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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