PERTH, Western Australia, May 20, 2011 /CNW/ - Mantra Resources Limited ('Mantra') (ASX: MRU, TSX: MRL) is pleased to advise that Mantra shareholders today approved the scheme of arrangement by which JSC Atomredmetzoloto ('ARMZ') will acquire all of the issued shares in Mantra ('Scheme').  Orders to approve the Scheme at the Second Court Hearing will be sought on Wednesday, 25 May 2011.

Results of Scheme Meeting

The Scheme Meeting was held at 2.00pm (AWST) and attended by the holders of fully paid ordinary shares in Mantra. The resolution voted on was in accordance with the Notice of Scheme Meeting previously provided to the Australian Securities Exchange ('ASX') and Toronto Stock Exchange ('TSX') and included as Annexure 4 in the Scheme Booklet.

The resolution to approve the Scheme was passed by the requisite majorities following a poll taken at the Scheme Meeting which was conducted by Computershare Investor Services.

The results of the poll conducted were as follows:

Resolution     Results     For     Against     Abstain     % For
Approval of Scheme     Number of Votes Cast     87,530,258     37,472     466,045     99.96%
    Number of Shareholders Voting     163     1     1     99.39%

In accordance with Section 251AA of the Corporations Act 2001, the following information is also provided:

Resolution   Number of Proxy Votes
    For     Against     Abstain     Proxy's Discretion
Approval of the Scheme     87,398,512     37,472     466,045     17,646

Notice of Second Court Hearing

The Second Court Hearing will be held at 2.15pm (AWST) on Wednesday, 25 May 2011 at the Supreme Court of Western Australia.

Please see the attached notice for further details regarding the Second Court Hearing.

Implementation Timetable

Mantra previously advised that the Effective Date and last day for trading of Mantra shares on the ASX and TSX would be Monday, 30 May 2011.

However, Mantra intends to request at the Second Court Hearing to bring forward the Effective Date (and subsequent dates relating to implementation of the Scheme) in accordance with the following revised timetable:

Second Court Hearing for approval of the Scheme   2.15pm on Wednesday, 25 May 2011
Board to consider declaring the Special Dividend   Wednesday, 25 May 2011
Proposed Effective Date of the Scheme 
Last day of trading of Mantra shares on ASX and TSX
  Thursday, 26 May 2011
Proposed Record Date for determination of entitlements
to the Scheme Consideration and Special Dividend
  7.00pm on Thursday, 2 June 2011
Implementation Date   Tuesday, 7 June 2011

All times set out in this News Release are in Australian Western Standard Time (AWST) unless stated otherwise.  Mantra reserves the right to vary the times and dates above and will announce any changes on ASX and SEDAR.

Shareholder Information Line

Shareholders can contact the Shareholder Information Line for further information on 1300 135 438 (from within Australia) or on +61 3 9415 4350 (from outside Australia) between 8.30am and 5.00pm (AEST) Monday to Friday.

This news release contains 'forward-looking information' that is based on the Company's expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to the proposed scheme of arrangement between Mantra and JSC Atomredmetzoloto, the Second Court Hearing and the timing for the implementation of the scheme of arrangement. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as 'outlook', 'anticipate', 'project', 'target', 'likely', 'believe', 'estimate', 'expect', 'intend', 'may', 'would', 'could', 'should', 'scheduled', 'will', 'plan', 'forecast', 'evolve' and similar expressions. Persons reading this news release are cautioned that such statements are only predictions, and that the Company's actual future results or performance may be materially different.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to the risk factors set out in the Company's Annual Information Form.

This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. The Company disclaims any intent or obligations to update or revise any forward-looking statements whether as a result of new information, estimates or options, future events or results or otherwise, unless required to do so by law.


TAKE NOTICE that at 2.15pm (AWST) on 25 May 2011 the Supreme Court of Western Australia will hear an application by Mantra seeking the approval of a scheme of arrangement between Mantra and its members as proposed by a resolution passed by meetings of the members of Mantra held on 20 May 2011.

If you wish to oppose the approval of the scheme of arrangement, you must file and serve on Mantra a notice of appearance, in the prescribed form (Form 4), together with any affidavit on which you wish to rely at the hearing.  The notice of appearance and affidavit must be served on Mantra at its address for service at least one day before the date fixed for the hearing of the application (that is, by no later than close of business on Tuesday, 24 May 2011).

The address for service on Mantra is c/- Hardy Bowen, Level 1, 28 Ord Street, West Perth, Western Australia, 6005. Alternatively, the notice and affidavit may be emailed to

This notice is inserted by Hardy Bowen, solicitors for Mantra.

Dated this 20th day of May 2011.



For further information:

Enquiries:     Peter Breese    
  Chief Executive Officer  
         Phone: +27 82 888 6852 


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