Marengo Mining Ltd (ASX:
MGO)
ASX RELEASE
25 August 2009
Prices Offering
Marengo
Mining Limited ("Marengo" or the "Company") (ASX: MGO) is
pleased to announce that in connection with the proposed public offering of
ordinary shares previously announced on July 17, 2009, it has entered into an
agency agreement with Paradigm Capital Inc., as lead agent, and Canaccord
Capital Corporation to issue up to 172,500,000 ordinary shares at a price of
C$0.086 per ordinary share for gross proceeds to the Company of up to
C$14,835,000. A final short form prospectus in respect of the offering is
expected to be filed later today in each of the provinces of Canada, except Qu�bec,
Newfoundland and Labrador and Prince Edward Island.
The net
proceeds from the offering will be used to finance: (i) the Company's district
exploration program at the Yandera copper-molybdenum-gold deposit located in Madang Province, Papua New Guinea (the "Yandera
Project"); (ii) the definitive feasibility study (the "DFS") on
the development of the Yandera Project; and (iii) as to the balance, for
general corporate and working capital purposes.
The
proposed exploration at the Yandera Project is designed to further investigate
the positive results of recent sampling activities, particularly at the
Kombruku prospect, where diamond drilling of targets identified by the current
detailed exploration work is anticipated to commence in September 2009. If the
results are positive, the methodology will be extended and applied along strike
to the south-east of the Yandera central resource and to the north-east towards
the Queen Bee prospect, with a focus on any area in which a discovery may have
an impact on the Yandera resource and the DFS.
The
offering is scheduled to close on or about August 31, 2009.
As soon
as practicable after closing of the offering, the Company also proposes to
complete a private placement of up to 57,452,546 ordinary shares, outside of
Canada, principally in Australia, at a price of A$0.095 per ordinary share, for
gross proceeds to the Company of up to A$5,457,992 (or C$4,919,288 based on the
Bank of Canada noon spot exchange rate on August 21, 2009).
The
Company has applied to list the ordinary shares to be issued pursuant to the
offering on the TSX. Listing of the ordinary shares will be conditional
upon Marengo fulfilling all of the listing requirements and conditions of the
TSX.
This
news release does not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the ordinary shares in any state in
which such offer, solicitation or sale would be unlawful. The ordinary
shares have not been registered and will not be registered under the United
States Securities Act of 1933, as amended (the "1933 Act"), or any
state securities laws. Accordingly, the ordinary shares may not be
offered or sold in the United States
or to U.S.
persons (as such terms are defined in Regulation S under the 1933 Act) unless
registered under the 1933 Act and applicable state securities laws or an
exemption from the registration requirements is available.
Cautionary
Statement Regarding Forward-Looking Information
This
news release contains forward looking information. Such forward-looking
information is often, but not always, identified by the use of words such as
"seek", "anticipate", believe", "plan",
"estimate", "expect" and "intend" and statements
that an event or result "may", "will", "should",
"could" or "might" occur or to be achieved and any
other similar expressions. In providing the forward-looking information
in this news release, the Company has made numerous assumptions, including
assumptions regarding: (i) the accuracy of exploration results received to
date; (ii) anticipated costs and expenses; (iii) that the results of the DFS
continue to be positive; and (iv) that future
exploration results are as anticipated. Management believes that these
assumptions are reasonable. Forward-looking information is subject
to known and unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those contained in the forward-looking
information. Some of these risks, uncertainties and other factors are described
under the heading "Risk Factors" in the final prospectus and
include: (i) the need for additional financing to develop the Yandera Project;
(ii) exploration and development risks; (iii) the risk that the private
placement is not completed in full, or at all; (iv) the risk that the proceeds
of the Offering are not applied effectively; (v) the risk that the Company will
not obtain a renewal of one of the exploration licences in respect of the Yandera
Project; (vi) sustained or continued decreases in the price of copper and
molybdenum; (vii) current global economic conditions; (viii) structural
subordination of ordinary shares; and (ix) dilution from the future issue or
sale of ordinary shares. Forward-looking information is based on
estimates and opinions of management at the date the statements are made. Except as required by law, Marengo does not undertake any
obligation to update forward-looking information even if circumstances or
management's estimates or opinions should change. Readers should not
place undue reliance on forward-looking information.
For
further information contact:
Marengo:
Les
Emery, Managing Director
Phone:
+618 9429 0000
Email: marengo@marengomining.com
Please
note that the Head Office of Marengo is located in Western
Australia and is 12 hours ahead of Toronto time.
Investor
Relations:
Victoria
Russell, Marengo Investor Relations Manager (North America)
Phone:
+1 416 644 8680
Email: investor@marengomining.com