Mano River Resources Inc

Published : May 23rd, 2008

Signs Agreements With Severstal for Investment in Mano

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Keywords :   Coal | Europe | Gold | Growth | Iron | Liberia | Russia | Water |
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Re: News Release - Friday, May 23, 2008
Mano signs agreements with Severstal for investment in Mano and
funding to develop the Putu Range Iron Ore Project in Liberia
======================================================================

Mano, the TSX-V and AIM-listed exploration and development company
focussed on gold, diamonds and iron ore in west Africa, is pleased to
announce that it has signed certain agreements with Severstals indirect
wholly-owned Dutch subsidiary, Lybica Holding B.V.. Severstal is a
leading Russian steel and natural resources company.

- Under a subscription agreement, an indirect wholly-owned subsidiary
of Severstal will make an equity investment of approximately US$4m in
Mano (at 10p per share) on 29 May 2008 with an option to make an
additional equity investment in Mano (at 14p share) in due course; and

- Under a share purchase and subscription agreement ("SPSA"), an
indirect wholly-owned subsidiary of Severstal will pay $37.5m for a
61.5% stake in the Putu Range Iron Ore Project held under African Iron
Ore Group Ltd. ("AIOG"), Manos existing 80% owned subsidiary. In
addition, the indirect wholly-owned Severstal subsidiary has agreed to
enter into a facility agreement after completion under which it will
provide AIOG with further funding of up to US$15m. The SPSA is
conditional, on customary conditions to completion, on the completion
of satisfactory due diligence by Severstal Resurs (which manages all
Severstals mining assets) and on Mano converting its exploration
licence into a Mineral Development Agreement ("MDA").

Terms of the Non-Brokered Private Placement

- An indirect wholly owned subsidiary of Severstal has entered into a
subscription agreement with Mano and subject to the satisfaction or
waiver of various standard conditions to completion, will make an
initial investment into Mano on 29 May 2008 by subscribing for
20,000,000 common shares at 10p each, raising approximately US$4m prior
to expenses. This represents a premium of 13.7% on the current share
price as at 22 May 2008. Following the private placement Severstal will
hold 6.29% of Manos issued share capital.

- In addition, 20,000,000 warrants will be granted to an indirectly
wholly-owned subsidiary of Severstal at an exercise price of 14p, which
shall be exercisable at any time over a period of 18 months from the
completion of the private placement. Upon exercise of all the warrants,
Severstals holding in Mano would increase to 11.84% (assuming no
further issuances of common shares prior to that time) and provide the
Company with a further US$5.54m in funding (at the exchange rate of
US$1.98/�� at close of business on 22 May 2008).

- Severstal will also have the right to appoint a nominee to the board
of directors of Mano for a period of 3 years from the date of closing
of the private placement, provided it maintains a shareholding of at
least 5% in Mano and thereafter provided it maintains a shareholding of
at least 10% in Mano. Any nominee of Severstal shall be subject to
approval by the TSX Venture Exchange.

- The private placement is subject to customary conditions to closing,
including approval of the TSX Venture Exchange and completion is
expected to occur on 29 May 2008.

Application will be made for the new Common Shares issued (the "New
Common Shares") to be admitted to AIM and dealings in the New Common
Shares is expected to commence on 30 September 2008 as the New Common
Shares are subject to a 4 month hold period under Canadian securities
laws and the policies of the TSX Venture Exchange.

The total number of issued Common Shares in the Company, including the
New Common Shares, will be 317,810,818 Common Shares.

Terms of the SPSA

The SPSA provides for the acquisition by an indirect wholly-owned
subsidiary of Severstal of 25% of the issued and outstanding shares of
AIOG for US$12.5 million from Mano River Iron Ore Holdings Ltd., a
wholly-owned subsidiary of Mano, and a further 20% of the issued and
outstanding shares of AIOG from the minority interest parties in AIOG,
for US$10.0 million. It also provides for the subscription by the
Severstal subsidiary for new ordinary shares in AIOG for an aggregate
price of $15m. These acquisitions and the subscription will give the
indirectly wholly-owned Severstal subsidiary a 61.5% stake in AIOG on
completion of the SPSA. Completion is conditional on, amongst other
things, the approval of the TSX Venture Exchange, the completion of
satisfactory due diligence by Severstal and Mano converting its
exploration licence into an MDA.

- The SPSA envisages the provision of a facility, by the indirectly
wholly-owned Severstal subsidiary to AIOG, of up to US$15m to fund the
Putu Range Iron Ore Project through to bankable feasibility study
(BFS). The parties have undertaken to negotiate in good faith and use
reasonable endeavours to enter into such facility agreement within 60
days after completion of the SPSA.

- Manos holding in AIOG will be 38.5% at completion. The parties have
agreed to negotiate in good faith and use reasonable endeavours to
enter into a shareholders agreement to govern the relationship between
the parties on or prior to completion.

- The SPSA contains customary warranties and indemnities provided by
Mano to the indirectly wholly-owned Severstal subsidiary.

The agreements with Mano represent Severstals entry into Africa using
Mano as its conduit. Severstal is a leading Russian steel and natural
resources company with a strong global presence. Currently Severstal
Resurs (Severstals mining division) has significant iron ore production
of 14.7 million tonnes per annum. The share purchase and subscription
agreement between Mano and Severstal is dependent on a number of
customary conditions, including Manos successful conversion of its
exploration licence into a full 25 year Mineral Development Agreement
with the government of Liberia, which is expected to take approximately
4 months from the date of the agreement being signed.

Mano is targeting a potential resource of 900 million tonnes on the
Putu Range Iron Ore Project with an aggressive 4,000m drill programme
ongoing to further delineate the resource and to further establish the
quantity and quality of the resource. The funds raised through the
share purchase and subscription agreement with Severstal would be used
to invest solely into Liberia. The inhabitants in the county of Grand
Gedeh (where Putu is located) as well as neighbouring counties are
expected to benefit significantly as investment into the project
increases, creating substantial employment opportunities and boosting
the local economy. It is expected that in excess of US$1bn will be
invested into surrounding infrastructure and mine construction, which
will provide large economic benefits to Liberia. As well as fast
tracking development of the Putu Range Iron Ore Project through to
production, the investment into the Company, following the agreements
with Severstal, would accelerate development of the New Liberty Gold
Project through to production. As at 31 December 2007 the balance sheet
of AIOG showed a gross assets total of US$2,429,514 and a net assets
total of US$1.00. AIOG has not been revenue generating since
incorporation.

Luis da Silva, Mano CEO commented:

"We are delighted to have entered into this agreement with Severstal.
Manos expertise in West Africa, coupled with Severstal Resurs expertise
in developing iron ore deposits will be critical in bringing the Putu
Range Iron Ore project to production. We see this as a very positive
partnership and a significant step forward for Mano as the Company
looks to enter the next phase of growth. We look forward to working
closely with Severstal and believe that this deal will be the catalyst
for economic and social development for eastern Liberia. This direct
investment into Grand Gedeh will make it the growth engine of the
region."

Ends

For further information on Mano River Resources and its exploration
programme, you are invited to visit the Company's website at
www.manoriver.com or contact one of the following:

Mano River Resources Inc.
Luis da Silva
info@manoriver.com
Tel +44 (0) 20 7299 4212

Panmure Gordon (UK) Limited
Edward Farmer
edward.farmer@panmure.com
Tel +44 (0) 20 7459 3600

GMP Securities Europe LLP,
James Hannon
james.hannon@gmpeurope.com
Tel +44 (0) 20 7647 2803

Pelham PR
Charles Vivian/James MacFarlane
charles.vivian@pelhampr.com
james.macfarlane@pelhampr.com
Tel +44 (0) 20 7743 6670 / 6375

Notes to Editors:

About the Putu Iron Ore Project:

The Putu Iron Ore Project is located in the centre of a 425km2 licence
in Grand Gedeh County of eastern Liberia, approximately 120km north
east from a potential deep water port of Greenville and 200km south
east of the Mt. Nimba iron ore deposit.

The Putu project consists of two prominent ridges that strike northeast
southwest, namely, Mt Jideh (with its extension Mt Montroh) and Mt.
Ghi. Exploration to date has focussed on Mt Jideh, which comprises a
high-grade outcropping magnetite/hematite mineralised zone that has
undergone various stages of weathering. Mt Jideh has a strike length of
approximately 12km based on mapping, surface sampling and airborne
magnetic data.

A lower priority target called Mt Ghi runs parallel to Mt Jideh and
does not have a similarly strong magnetic anomaly or significant
outcrop. A programme of 30 reconnaissance grab samples at Mt Ghi has
returned an average grade of 39.3% Fe. The grade is believed to be
associated with a deep tropical weathering profile.

Putu was first explored in the 1950s and 1960s by LAMCO
(Liberian-American-Swedish Mining Company) and subsequently by Bong
Mining Company. Historic exploration included grab sampling, trenching,
aeromagnetics, drilling and the driving of an exploration adit.

About Severstal:

OAO Severstal is an international mining and steel company. Severstal
focuses on high value-added and unique niche products and has a
successful track record of acquiring and integrating high-quality
assets in North America and Europe. Severstal owns mining assets in
Russia, thus securing its supplies of raw materials. In 2007 Severstal
produced 17.5 million tonnes of steel.

Severstal Resurs manages Severstals mining assets: three high-quality
mining complexes in northwest Russia. In 2007 Severstal's Mining
division produced 5.8 million tonnes of coal concentrate, 1.8 million
tonnes of coking coal, 1.8 million tonnes of steam coal, 10.0 million
tonnes of iron ore pellets and 4.7 million tonnes of iron ore
concentrate. The reserves and resources of the company were estimated
to be 1.8 billion tonnes of iron ore as at 1 January 2006 and 0.7
billion tonnes of coal as at 1 April 2006.

The TSX Venture Exchange has not reviewed and does not take
responsibility for the adequacy or accuracy of this release

View News Release in PDF Format:
http://www.manoriver.com/i/pdf/2008-05-23_NR.pdf
78 KB in size, approx. 16 seconds to download at 56.6Kbps

======================================================================
Copyright (c) 2008 MANO RIVER RESOURCES INC. (MANA) All rights
reserved. For more information visit our website at
http://www.manoriver.com/ or send mailto:releases@manoriver.com
======================================================================
.
Data and Statistics for these countries : Liberia | Russia | All
Gold and Silver Prices for these countries : Liberia | Russia | All

Mano River Resources Inc

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Mano River is a gold and iron exploration company based in Canada.

Mano River develops gold, iron and diamonds in Sierra Leone, and holds various exploration projects in Cameroon, in Liberia and in Sierra Leone.

Its main asset in development is KONO in Sierra Leone and its main exploration properties are NTEM, TCHOLLIRE / REY BOUBA and DJOUM / AKONOLINGA in Cameroon and MANO RIVER, YRISEN - PAMPANA NORTH, SONFON NORTH / SOUTH, NIMINI and PAMPANA NORTH / SOUTH in Sierra Leone.

Mano River is listed in Canada, in Germany, in United Kingdom and in United States of America. Its market capitalisation is CA$ 146.6 millions as of today (US$ 117.2 millions, € 107.5 millions).

Its stock quote reached its lowest recent point on November 28, 2008 at CA$ 0.01, and its highest recent level on December 16, 2016 at CA$ 1.54.

Mano River has 151 090 000 shares outstanding.

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