Tuesday, July 7, 2009

African Aura and Mano River resources merge under BVI law

African Aura Resources Limited, an exploration company focused on the discovery of economic iron, gold and uranium deposits, entered into the definitive combination agreement with Mano River Resources Inc. The transaction is structured as a merger under the corporate laws of the British Virgin Islands between MANAAR Limited, a wholly-owned BVI subsidiary of Mano River, African Aura and Mano River. BVI-registered MANAAR will, subject to regulatory approval and the approval of the merger by the shareholders of African Aura, merge with African Aura, and Mano River will thereby acquire all common shares of African Aura.

The terms of the merger agreement are similar to the previously announced letter of intent signed by the companies on 15 April 2009, amended on May 14 2009 and then on June 12 2009. Mano River will offer 1.57 its shares for every one African Aura share in order to acquire the entire issued share capital of African Aura.

The African Aura meeting at which its shareholders will consider and approve the merger is scheduled to be held on 31 July 2009. The effective date for closing of the deal is expected to be in August or September, then the merger will be complete and Mano River shares will be issued to African Aura shareholders.