African Aura Board Unanimously Recommends Shareholders REJECT Northern's Unsolicited Offer



    
    /NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO US
    NEWS WIRE SERVICES/
    

    TSX-V: AAZ

    TORONTO, Feb. 19 /CNW/ - African Aura Resources Limited ("African Aura"
or the "Company", TSX-V: AAZ) announces that the board of directors of the
Company (the "African Aura Board"), acting on the unanimous recommendation of
its special committee:

    
    -   unanimously determined that the unsolicited offer (the "Northern
        Offer") by Northern Financial Corporation ("Northern") to purchase
        all of the outstanding common shares of the Company (each, an
        "African Aura Share") at a price of Cdn$0.06 per share is INADEQUATE
        AND IS NOT FAIR from a financial point of view to the shareholders of
        African Aura (the "African Aura Shareholders");

    -   unanimously determined that the Northern Offer is NOT in the best
        interests of African Aura;

    -   unanimously recommends that the African Aura Shareholders REJECT the
        Northern Offer and NOT tender their African Aura Shares to the
        Northern Offer; and

    -   unanimously recommends, in respect of any African Aura Shares that
        may already have been tendered to the Northern Offer, that such
        shares be WITHDRAWN.
    

    Reasons for Rejection

    After careful consideration, the African Aura Board believes that the
Northern Offer is inadequate and not fair, from a financial view, to African
Aura Shareholders and that African Aura Shareholders should REJECT the
Northern Offer and NOT tender their African Aura Shares for the following
reasons:

    
    -   The Northern Offer is opportunistic as it represents a discount to
        both the current net cash value of each African Aura Share and recent
        market prices and because it takes advantage of recent low trading
        prices of African Aura Shares, which, like the share prices of many
        companies, have been depressed at least in part as a result of the
        current global economic crisis;

    -   African Aura has cash on hand net of accruals of approximately
        US$5.465 million. Based on the Bank of Canada noon rate of exchange
        on February 13, 2009, African Aura's current cash on hand net of
        accruals is approximately Cdn$6.8 million or approximately Cdn$0.10
        per African Aura Share. Based on this analysis, the Northern Offer
        represents a discount of Cdn$0.04 or 40% to the current net cash
        value of each African Aura Share;

    -   The Northern Offer attributes no value to African Aura's gold and
        iron ore interests in West Africa and the potential value creation
        from such assets;

    -   The African Aura Board has received a written opinion dated
        February 18, 2009 from Thomas Weisel Partners International Limited,
        which states that, in its opinion, the consideration offered to the
        African Aura Shareholders pursuant to the Northern Offer is not fair,
        from a financial point of view, to African Aura Shareholders;

    -   The Northern Offer currently contains several conditions that must be
        met before Northern is obligated to take up and pay for any African
        Aura Shares tendered to the Northern Offer. One of those conditions,
        with respect to African Aura's cash resources at the expiry of the
        Northern Offer, may not be able to be satisfied, which means that,
        unless the Northern Offer is amended, Northern would never be
        obligated to take up and pay for any African Aura Shares;

    -   The Northern Offer is coercive and could result in the African Aura
        Shareholders holding illiquid stock and also allows the African Aura
        Board little time to maximize value for the African Aura
        Shareholders;

    -   The Northern Offer is not a "Permitted Bid" under the shareholder
        rights plan of the Company dated February 9, 2009; and

    -   The African Aura Board is currently pursuing potential superior
        alternatives to the Northern Offer.
    

    Directors' Circular

    The African Aura Board's recommendation, as well as a detailed discussion
of its reasons for rejection of the Northern Offer, are contained in a
circular prepared by the African Aura Board dated February 18, 2009 (the
"Directors' Circular") filed today with Canadian securities regulatory
authorities. The Directors' Circular will be available on SEDAR at
www.sedar.com and is being mailed to African Aura Shareholders. African Aura
Shareholders are urged to read the Directors' Circular in its entirety.

    No Need for Immediate Action

    The African Aura Board urges the African Aura Shareholders not to tender
their African Aura Shares pending further information from African Aura. The
Northern Offer is currently scheduled to expire on March 12, 2009, unless
extended or withdrawn. The African Aura Board intends to provide the African
Aura Shareholders with important additional information prior to the expiry of
the Northern Offer. African Aura Shareholders who have already tendered their
African Aura Shares should WITHDRAW them immediately to ensure that they will
be able to take advantage of any superior alternative. The Directors' Circular
contains instructions on how to withdraw tendered African Aura Shares.

    About African Aura

    African Aura has a 'first-mover' exploration strategy, focused on the
discovery of economic gold, iron and uranium deposits in sub-Saharan Africa.
The Company has established a significant portfolio of gold properties within
Archaean greenstone and Proterozoic volcano-sedimentary belts, including its
flagship Batouri gold project in Cameroon where a maiden gold resource is
anticipated in 2009. The Company's portfolio also includes the 12 km long
Djoum iron project in Cameroon which has returned average grades of 54% Fe
from a 3km long section tested to date. African Aura trades on the TSX-V under
the symbol AAZ. For more information concerning the Company, please visit our
website at: www.african-aura.com and under the Company's profile on SEDAR's
website at: www.sedar.com or contact the Company directly by email at
info@african-aura.com.

    
    Neither TSX Venture Exchange nor its Regulation Services Provider (as
    that term is defined in the policies of the TSX Venture Exchange) accepts
    responsibility for the adequacy or accuracy of this release.
    





For further information:

For further information: African Aura Resources Limited, John Gray,
Chief Executive, Tel: +44 (0) 207 239 4722, John.gray@african-aura.com,
www.african-aura.com, Cell: +44 (0) 779 616 7811

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