/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/
MONTREAL, Dec. 22 /CNW Telbec/ - Sentient Executive GP III, Limited ("Sentient III") announces that, in connection with an announcement made by Marengo Mining Limited ("Marengo") on December 21, 2010, it has acquired control over 12,000,000 ordinary shares of Marengo ("Marengo Shares") on December 21, 2010 (representing approximately 1.21% of the outstanding Marengo Shares). The 12,000,000 Marengo Shares were issued pursuant to subscription receipts placed by Marengo under a short form prospectus dated November 30, 2010.
Sentient III has control or direction over 87,960,000 Marengo Shares (representing approximately 8.85% of the outstanding Marengo Shares), and the right to acquire 15,990,000 Marengo Shares through 15,990,000 ordinary share purchase warrants of Marengo ("Marengo Warrants").
In the event all of the 15,990,000 Marengo Warrants are fully exercised, Sentient III would acquire control over a maximum of 103,950,000 Marengo Shares (including the 87,960,000 Marengo Shares over which the Offeror has control or direction). These combined holdings would represent approximately 10.29% of the outstanding Marengo Shares, calculated on a partially diluted basis assuming the full exercise of the 15,990,000 Marengo Warrants only.
Under relevant securities laws, Sentient Executive GP II, Limited (for the general partner of Sentient Global Resources Fund II, L.P. and as custodian of Sentient Global Resources Trust II) (collectively, "Sentient II"), a related entity of Sentient III, may be considered as acting jointly or in concert with Sentient III.
Sentient III and Sentient II have control or direction over 220,619,080 Marengo Shares in the aggregate (representing approximately 22.20% of the outstanding Marengo Shares), and the right to acquire 15,990,000 Marengo Shares through the 15,990,000 Marengo Warrants in the aggregate. In the event all of the 15,990,000 Marengo Warrants are fully exercised, these combined holdings would represent approximately 23.43% of the outstanding Marengo Shares, calculated on a partially diluted basis assuming the full exercise of the 15,990,000 Marengo Warrants only.
Sentient III acquired the 12,000,000 Marengo Shares for investment purposes only and not with a view to materially affecting control of Marengo. Sentient III and its joint actors have no present intention of acquiring beneficial ownership or control over additional securities of Marengo.
For further information: For further information:
Sue Bjuro at (345) 946-0933.