NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Marengo Mining Limited ("Marengo" or the "Company") (TSX:MRN)(ASX:MGO)(POMSoX:MGO) announced today that it has filed and received a receipt for a preliminary short form prospectus with the securities regulatory authorities in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick and Nova Scotia in connection with a best efforts offering of units (the "Units") of the Company (the "Offering").
Each Unit will consists of one ordinary share (an "Ordinary Share") of the Company and one subscription receipt (a "Subscription Receipt"). Upon receipt of shareholder approval required pursuant to the listing rules of the Australian Securities Exchange (the "Release Condition"), each Subscription Receipt will be automatically converted into one ordinary share of the Company. Pending satisfaction of the Release Condition, that portion of the proceeds received in respect of the Subscription Receipts (the "Escrowed Proceeds") will be held in escrow. In the event that the Release Condition is not satisfied within 35 days following receipt for the final prospectus, the Escrowed Proceeds, plus interest thereon, will be returned to the holders of the Subscription Receipts.
The net proceeds from the Offering will be used to advance the Company's district exploration program at the Yandera copper-molybdenum-gold deposit located in Madang Province, Papua New Guinea (the "Yandera Project"), as well as for permitting and other pre-construction expenditures relating to the Yandera Project, and for general corporate and working capital purposes.
The Offering is being conducted by Paradigm Capital Inc. Final pricing and determination of the number of Units to be sold pursuant to the Offering will be determined in the context of the market.
Marengo is an exploration and feasibility stage mining company with its principal asset being the Yandera Project. The Company's primary focus is to complete the DFS and to continue a district exploration program focusing on the area surrounding the Yandera central resource.
The Offering is scheduled to close on or about December 7, 2010 and is subject to the approval of the Australian Securities Exchange, the Toronto Stock Exchange and applicable securities regulatory authorities.
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.
