African Aura responds to Northern Financial



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

    TSX-V: AAZ
    

    TORONTO, April 28 /CNW/ - African Aura Resources Ltd. ("African Aura"
TSX-V: AAZ) notes comments made on 22 April 2009 by Northern Financial
Corporation ("Northern") in relation to African Aura's proposed merger with
Mano River Resources Inc. ("Mano") as announced on 15 April 2009. African Aura
wishes to correct an inaccuracy in Northern comments and draws attention to
the stark contrast between African Aura's proposed merger with Mano and
Northern's wholly inadequate offer for African Aura.

    
    Highlights of the proposed merger with Mano:

    -   An all share transaction whereby African Aura shareholders will
        receive 1.57 Mano shares for each African Aura share, equating to C
        $0.129 per African Aura share (based on Mano's AIM price of (pnds
        stlg)0.0463 and exchange rate of C$1.782 to (pnds stlg)1 as at the
        market close of 27 April 2009) which represents a:
           -  52% premium to African Aura's current share price of C$0.085
           -  58% premium to African Aura's 60 day VWAP of C$0.0817
           -  116% premium to Northern's offer of C$0.06 per African Aura
              share
    -   The focus of the merged company, to be called African Aura
        Mining Inc. will be to:
           -  complete a bankable feasibility study for underground mining at
              the New Liberty gold deposit in Liberia targeting 100,000 ounce
              per year production and a 15 year mine life;
           -  see value creation at the Putu iron project in Liberia, where
              Severstal Resources, as project operator and a 6% shareholder
              in Mano, is currently investing US$30m to earn a 61.5% interest
              in the project through completion of a bankable feasibility
              study;
           -  use its strengthened asset and financial base to grow
              aggressively through the acquisition of further resource and
              production stage gold projects in West and Central Africa;
           -  drive greater share trading liquidity for institutional
              shareholders and, submit an application to list its shares on
              the Toronto Stock Exchange in due course
    -   The combined company will have a strong balance sheet, with Mano
        contributing approximately C$6.1m to the merged company and African
        Aura contributing approximately C$5.5m.
    -   The transaction has been unanimously approved by the Boards of both
        African Aura and Mano and deemed fair to the shareholders of African
        Aura from a financial point of view by African Aura's independent
        financial advisor Thomas Weisel Partners International Limited.

    Highlights of the Northern offer:

    -   Northern have offered African Aura shareholders C$0.06 per African
        Aura share which represents:
        -  29% discount to African Aura's current share price
        -  27% discount to African Aura's 60 day VWAP
        -  53% discount to implied price from proposed transaction with Mano
        -  27% discount to the cash backing per share of C$0.082, effectively
           valuing African Aura's assets at negative C$1.5 million

    African Aura takes this opportunity to correct an inaccuracy made by
Northern in its release of 22 April 2009 and demonstrates that no material
conflicts of interest exist:

        -  Mr Guy Pas the founder and a director of Mano beneficially owns
           30,900,191 shares in Mano, being 9.7% of Mano's issued share
           capital. He also beneficially owns 2,750,000 shares in African
           Aura, being 4.1% of African Aura's issued share capital. Mr Pas
           does not beneficially own 6,350,000 shares in African Aura as
           reported by Northern. Based on the Mano / African Aura merger
           share ratio of 1.57 and Mano's current share price, the beneficial
           holding of Mr Pas in African Aura represents only 9.2% by value to
           that of his shareholding in Mano. The financial interests of Mr
           Pas are therefore unequivocally aligned with all Mano
           shareholders.
        -  Mr Steven Poulton the founder and a director of African Aura
           beneficially owns 5,800,000 shares in African Aura, being 8.7% of
           African Aura's issued share capital. He was a former employee and
           director of Mano and beneficially owns 1,126,315 shares in Mano.
           Based on the Mano / African Aura merger share ratio of 1.57 and
           Mano's current share price, the beneficial holding of Mr Poulton
           in Mano represents only 12.4% by value to that of his shareholding
           in African Aura. The financial interests of Mr Poulton are
           therefore unequivocally aligned with all African Aura
           shareholders.

    In respect of the Northern Offer, African Aura refers to the Directors'
Circular issued on February 19, 2009 in which both the legally independent
Special Committee of the Board of Directors of African Aura (established to
consider the Northern Offer and make recommendations with respect thereto) and
the Board of Directors of African Aura itself:

    -   unanimously determined that the Northern Offer is NOT fair from a
        financial point of view to the African Aura Shareholders;
    -   unanimously determined that the Northern Offer is NOT in the best
        interests of African Aura; and
    -   unanimously recommended that shareholders REJECT the Northern Offer
        and NOT tender their African Aura Shares to the Northern Offer.
    

    Shareholders are urged to REJECT the Northern Offer and NOT tender their
African Aura Shares to the Northern Offer and to SUPPORT the proposed merger
with Mano.

    About African Aura

    African Aura (TSX-V: AAZ) has a 'first-mover' exploration strategy,
focused on the discovery of economic iron, gold, and uranium deposits in
sub-Saharan Africa. African Aura commenced exploration in 2004 and has
established a portfolio of exploration licences totalling approximately
9,880km(2), targeting areas of active artisanal gold mining within Archaean
greenstone and Proterozoic volcano-sedimentary belts. The portfolio includes
the 12km long Nkout iron project in southern Cameroon, the Batouri gold
project in eastern Cameroon, the Fula Camp gold project in western Liberia,
and a pipeline of significant prospects for drill testing, as well as numerous
other gold, uranium and iron ore targets that require follow up exploration.
African Aura trades on the TSX-V under the symbol AAZ. More information can be
found on line at www.african-aura.com and at SEDAR's website: www.sedar.com.

    African Aura Technical Information

    African Aura's Qualified Person under National Instrument 43-101
responsible for reviewing and approving this release is its Chief Operating
Officer, Mark Biddulph, who holds a BSc Hons in Geology and GIS from Rhodes
University, and a GDE in Mining Engineering (Mineral Economics) from the
University of Witwatersrand in South Africa. Mark is a Professional Natural
Scientist under the South African Council for Natural Scientific Professions
(SACNASP).

    Forward-looking Statements

    This press release includes certain forward looking statements. All
statements, other than statements of historical fact, included herein,
including without limitation statements regarding potential production and
mine life, future plans and objectives of African Aura and/ or Mano, are
forward-looking statements that involve various known and unknown risks and
uncertainties as well as other factors. Such forward-looking statements
include statements concerning the completion of the merger, the merged
company's ability to complete future mergers and acquisitions, improvements to
the liquidity in trading of the merged company's shares, the merged company's
objectives and plans (including applying for the listing of its shares on the
Toronto Stock Exchange), the completion of the bankable feasibility studies at
New Liberty and/or Putu and potential gold production from New Liberty. Such
forward-looking statements are subject to a number of risks and uncertainties
that may cause actual results or events to differ materially from current
expectations, including the failure of African Aura and Mano to negotiate
definitive agreements, delays in obtaining or failure to obtain required
regulatory and shareholder approvals, the merger not being consummated, the
failure of the merged company to apply for, and/or obtain, the listing of its
shares on the Toronto Stock Exchange, the trading prices of the shares of
African Aura and/or Mano changing thereby decreasing or increasing the implied
price of the merged company's shares and/or the relative value of the Northern
Offer, the trading prices of the shares of African Aura and/or Mano changing
thereby decreasing or increasing the implied price of the merged company's
shares and/or the relative value of the Northern Offer, Severstal Resources
electing to discontinue investing in Putu and/or the failure to complete
positive bankable feasibility studies at New Liberty and/or Putu. 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. Any forward-looking statements speak only as of the date hereof
and, except as may be required by applicable law, African Aura disclaims any
obligation to update or modify such forward-looking statements, either as a
result of new information, future events or for any other reason.

    
    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 Ltd., John Gray,
President & CEO, Tel: +44 (0) 1235 511 915, john.gray@african-aura.com, Cell:
+44 (0) 779 616 7811

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