TORONTO, April 22 /CNW/ - Northern Financial Corporation ("Northern";
TSX: NFC) today announced that the proposed acquisition of African Aura
Resources Ltd. ("Aura"; TSX-V: AAZ) by Mano River Resources Inc. ("Mano";
TSX-V: MNO, AIM: MANA) on the basis of 1.57 Mano shares for each Aura share
(the "Mano Offer") is completely inadequate for Aura shareholders.
Mano Offer is a very cheap financing
The Mano Offer is, in reality, a very cheap financing by Mano. Mano
proposes to acquire Aura's $5.9 million in cash by issuing 105.3 million Mano
shares at $0.056 per share. This financing price is a very small discount of
7% to Mano's 30-day volume weighted average price ("VWAP") of $0.06 per share.
With the addition of the Aura properties valued at $1.25 million, Mano is
issuing its stock at $0.068 per share which is a 13% premium to its 30-day
VWAP of $0.06 per share. Mano would acquire $7.15 million of cash and
properties for $6.3 million in Mano stock, which badly misprices the
transaction for Aura shareholders.
Northern believes that Mano would not be able to raise $5.9 million on
its own in this depressed market. In a normal market, Mano's financing price
would be approximately $0.045 per Mano share, a 25% discount to its 30-day
VWAP of $0.06. Raising $5.9 million in a private placement at $0.045 per share
would result in the issuance of 131.1 million Mano shares. If this pricing is
applied to the proposed acquisition of Aura, and taking into account the $1.25
million value of Aura's properties, Aura shareholders would receive 34% of the
equity of the combined Mano and Aura, not the 25% currently proposed.
Mano Offer needs to be repriced as an acquisition
The Mano Offer needs to be repriced as an acquisition, which typically
provides a 40% premium to the target shareholders, rather than being priced as
a cheap financing. The average of Aura's 30, 60 and 90 day VWAPs is $0.09 per
share. Aura's Net Asset Value per share is estimated to be $0.107 consisting
of its cash resources and the value of Aura's properties.
The midpoint of the average VWAP price and the Net Asset Value is $0.098
which, at a 40% acquisition premium, is $0.138 per Aura share and would give
Aura shareholders 33% of the combined company.
The $0.138 acquisition price per Aura share would be prior to
consideration of the proposed 6-for-1 share consolidation in Mano, which would
result in an estimated 20% drop in the share price of the combined company. In
order to protect the purchase price of $0.138 per share, Mano should pay
$0.172 per Aura share. This would provide Aura shareholders with 38% of the
Aura directors failed miserably in Mano pricing
Based on the current terms of the Mano Offer, Aura has given away its
cash at a low price and has not protected its shareholders from the inevitable
drop in share price of the combined company that will occur
post-consolidation. Northern believes that the mispriced transaction between
Mano and Aura has been influenced by interested conflicted parties in Mano and
Aura and fails the test of independent scrutiny.
Guido Pas is a Mano director and owns 30.9 million shares of Mano
according to his SEDI filings. Mr. Pas also owns 6.35 million shares of Aura
according to Aura's share register as at January 7, 2009. Steven Poulton is a
director of Aura and a former director of Mano. Mr. Poulton's SEDI filings
indicate that he currently owns 5.8 million shares of Aura and that he owned
805,262 shares of Mano in August 2007.
Vic Alboini, Northern's Chairman and Chief Executive Officer said, "One
cannot help but draw an inference that this badly mispriced Mano Offer has
been influenced by the closely connected and conflicted parties involved in
both Mano and Aura. With proper independent business judgement, and
independent financial analysis, there is no way this Mano Offer should have
been approved. The Aura shareholders deserve a much better offer when Mano
shares are the only consideration."
Northern commenced an offer to acquire all of the AAZ shares on February
4, 2009 (the "Northern Offer"). The Northern Offer is at $0.06 in cash and
provides immediate liquidity to Aura shareholders while the Mano Offer
involves significant uncertainty with respect to the post-consolidation share
price and liquidity of the combined company. Copies of the Northern Offer
documents are available on SEDAR at www.sedar.com.
About Northern Financial Corporation
Northern Financial Corporation wholly owns Northern Securities Inc., a
full service investment dealer that provides financial advisory services to
retail and institutional clients and investment banking services to small
capitalization companies. Northern's head office is at 145 King Street West,
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this news release. This press release may contain
forward-looking statements with respect to the Company, its operations,
strategy, financial performance and condition. These statements generally can
be identified by use of forward looking words such as "may", "will", "expect",
"estimate", "anticipate", intends", "believe" or "continue" or the negative
thereof or similar variations. The actual results and performance of the
Company discussed herein could differ materially from those expressed or
implied by such statements. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations.
Important factors that could cause actual results to differ materially from
expectations include, among other things, general economic and market factors,
and competition. The cautionary statements qualify all forward-looking
statements attributable to the Company and persons acting on their behalf.
Unless otherwise stated, all forward-looking statements speak only as of the
date of this press release and the Company has no obligation to update such
For further information:
For further information: Vic Alboini, Chairman & Chief Executive
Officer, (416) 644-8110, or Kyler Wells, General Counsel, (416) 644-8177