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African Aura Mining Inc., the TSX-V and AIM listed exploration and development company with divisions focused on iron ore and gold projects in sub-Saharan Africa, announces that, further to its press release dated November 5, 2010, it has entered into an arrangement agreement with Aureus Mining Inc. to complete a restructuring of its assets by way of a court and shareholder approved plan of arrangement.
Certain key points relating to the Arrangement:- African Aura Mining Inc. to be renamed Afferro Mining Inc. to develop the iron portfolio
- Aureus Mining Inc. to develop the gold portfolio ยท EGM scheduled to take place on 5th April 2011
- Effective date of the Arrangement expected to be 13th April 2011
Pursuant to the Arrangement Agreement, African Aura and Aureus Mining have agreed to complete the Arrangement, and in connection therewith, the interest of African Aura in its gold assets (including the New Liberty Gold Project in Liberia), approximately 22.1% of the outstanding ordinary shares of Stellar Diamonds plc and cash and cash equivalents equal to 40% of African Aura's total cash balance as at the effective time of the Arrangement (the "Effective Time") will be acquired by Aureus Mining. Pursuant to the Arrangement, each shareholder of African Aura will be entitled to receive one new common share of African Aura and one common share of Aureus Mining for each common share of African Aura held by such shareholder at the Effective Time. Upon completion of the Arrangement, African Aura will be renamed "Afferro Mining Inc." and will continue to hold its iron ore projects, which include the Putu Project in Liberia and the Nkout Project in Cameroon, and will retain the remainder of its cash and cash equivalents. The completion of the Arrangement is conditional upon, among other things, approval by at least two-thirds of the votes cast by the shareholders of African Aura thereon at a meeting called for such purpose, approval of the Supreme Court of British Columbia, receipt by African Aura of an advance income tax ruling from the Canada Revenue Agency ("CRA"), or alternative confirmation in form and substance satisfactory to African Aura, with respect to the tax consequences of the Arrangement, and receipt of all other required regulatory and third party consents and approvals required in connection with the Arrangement, including for the transfer by African Aura of its gold assets to Aureus Mining. The completion of the Arrangement is also conditional upon, among other matters, the Toronto Stock Exchange (the "TSX") having conditionally approved the listing thereon of the Aureus Mining common shares to be received by African Aura's shareholders pursuant to the Arrangement, subject only to compliance with the usual requirements of the TSX. Application will also be made to the AIM market of the London Stock Exchange ("AIM") for the admission thereon of the Aureus Mining common shares, which admission will be subject to, among other things, Aureus Mining satisfying the admission requirements of AIM. African Aura has scheduled a meeting of its shareholders for April 5, 2011, at which shareholders of record on February 25, 2011 will consider, among other matters, the Arrangement. Meeting materials will be mailed and are expected to be available on SEDAR (www.sedar.com) under African Aura's profile on or about March 4, 2011. |