African Aura Resources Board Unanimously Recommends Shareholders REJECT Northern's Unsolicited Offer by 24hgold

Mots clés associés : Canada |

Re: News - Thursday, February 19, 2009
Title: African Aura Board Unanimously Recommends Shareholders REJECT Northern's Unsolicited Offer

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February 19th, 2009
TSX-V: AAZ

Toronto, (February 19th, 2009) - African Aura Resources Limited ("African Aura" or the "Company", TSX-V: AAZ) announces that the board of directors of the Company (the "African Aura Board"), acting on the unanimous recommendation of its special committee:

unanimously determined that the unsolicited offer (the "Northern Offer") by Northern Financial Corporation ("Northern") to purchase all of the outstanding common shares of the Company (each, an "African Aura Share") at a price of Cdn$0.06 per share is INADEQUATE AND IS NOT FAIR from a financial point of view to the shareholders of African Aura (the "African Aura Shareholders");
unanimously determined that the Northern Offer is NOT in the best interests of African Aura;
unanimously recommends that the African Aura Shareholders REJECT the Northern Offer and NOT tender their African Aura Shares to the Northern Offer; and
unanimously recommends, in respect of any African Aura Shares that may already have been tendered to the Northern Offer, that such shares be WITHDRAWN.

Reasons for Rejection

After careful consideration, the African Aura Board believes that the Northern Offer is inadequate and not fair, from a financial view, to African Aura Shareholders and that African Aura Shareholders should REJECT the Northern Offer and NOT tender their African Aura Shares for the following reasons:

The Northern Offer is opportunistic as it represents a discount to both the current net cash value of each African Aura Share and recent market prices and because it takes advantage of recent low trading prices of African Aura Shares, which, like the share prices of many companies, have been depressed at least in part as a result of the current global economic crisis;
African Aura has cash on hand net of accruals of approximately US$5.465 million. Based on the Bank of Canada noon rate of exchange on February 13, 2009, African Aura's current cash on hand net of accruals is approximately Cdn$6.8 million or approximately Cdn$0.10 per African Aura Share. Based on this analysis, the Northern Offer represents a discount of Cdn$0.04 or 40% to the current net cash value of each African Aura Share;
The Northern Offer attributes no value to African Aura's gold and iron ore interests in West Africa and the potential value creation from such assets;
The African Aura Board has received a written opinion dated February 18, 2009 from Thomas Weisel Partners International Limited, which states that, in its opinion, the consideration offered to the African Aura Shareholders pursuant to the Northern Offer is not fair, from a financial point of view, to African Aura Shareholders;
The Northern Offer currently contains several conditions that must be met before Northern is obligated to take up and pay for any African Aura Shares tendered to the Northern Offer. One of those conditions, with respect to African Aura's cash resources at the expiry of the Northern Offer, may not be able to be satisfied, which means that, unless the Northern Offer is amended, Northern would never be obligated to take up and pay for any African Aura Shares;
The Northern Offer is coercive and could result in the African Aura Shareholders holding illiquid stock and also allows the African Aura Board little time to maximize value for the African Aura Shareholders;
The Northern Offer is not a "Permitted Bid" under the shareholder rights plan of the Company dated February 9, 2009; and
The African Aura Board is currently pursuing potential superior alternatives to the Northern Offer.

Directors' Circular

The African Aura Board's recommendation, as well as a detailed discussion of its reasons for rejection of the Northern Offer, are contained in a circular prepared by the African Aura Board dated February 18, 2009 (the "Directors' Circular") filed today with Canadian securities regulatory authorities. The Directors' Circular will be available on SEDAR at www.sedar.com and is being mailed to African Aura Shareholders. African Aura Shareholders are urged to read the Directors' Circular in its entirety.

No Need for Immediate Action

The African Aura Board urges the African Aura Shareholders not to tender their African Aura Shares pending further information from African Aura. The Northern Offer is currently scheduled to expire on March 12, 2009, unless extended or withdrawn. The African Aura Board intends to provide the African Aura Shareholders with important additional information prior to the expiry of the Northern Offer. African Aura Shareholders who have already tendered their African Aura Shares should WITHDRAW them immediately to ensure that they will be able to take advantage of any superior alternative. The Directors' Circular contains instructions on how to withdraw tendered African Aura Shares.

To see the remainder of this press release please see the link below

Associated File: http://www.african-aura.com/i/pdf/2009News/AAR NR 19-02-09 AAR Board Recommends Shareholders REJECT Northern Offer.PDF: 788 KB in size, approx. 2 minutes, 28 seconds to download at 56.6Kbps

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