NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES
London, 14th of May 2007 — Mwana Africa PLC (“Mwana”), the pan-African resource company, today posted to shareholders notice of an Extraordinary General Meeting to be held at the offices of Charles Russell LLP, 8-10 New Fetter Lane, London EC4A 1RS on Wednesday 6th June 2007 at 11a.m. An ordinary resolution will be proposed to authorise the Directors of Mwana to issue shares under Section 80 of the Companies Act 1985 and a special resolution will be proposed to empower the directors to allot ordinary shares and to disapply the pre-emption rights contained in section 89(1).
The Directors of Mwana intend to issue ordinary shares in connection with the proposed offer to acquire all of the outstanding shares of SouthernEra Diamonds Inc. and the acquisition of Gravity Diamonds Limited. They also wish to maintain the power to raise additional funding in a timely manner to take advantage of any appropriate opportunities that may arise.
Mwana has received irrevocable undertakings from Directors and certain shareholders (or their respective nominees), who hold in aggregate 102,864,698 ordinary shares (representing 41.72% of the issued share capital, excluding treasury shares), to vote in favour of the resolutions.
The notice of the Extraordinary General Meeting and proxy form is now available online at www.mwanaafrica.com. Additional copies may be requested from the Company and are available to the public, free of charge, at the Company’s registered office, Devon House, 12-15 Dartmouth Street, London SW1H 9BL.
The proposed offer to acquire SouthernEra Diamonds Inc. (the “Offer”) will not be made to, nor will deposits of SouthernEra Common Shares be accepted from or on behalf of, U.S. persons or other holders of SouthernEra Common Shares in any jurisdiction, including the United States, in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction or in which registration or other qualification of Mwana ordinary shares to be issued in the Offer would be required by applicable laws of such jurisdiction.
Mwana Africa plc
Oliver Baring, Executive Chairman
Tel: 020 7654 5588
Merlin
Tom Randell / Maria Suleymanova
Tel: 020 7653 6620
Canaccord Adams Limited
Mark Williams
Tel: 020 7050 6500
| Share code: | MWA |
| Market: | AIM |
| Listing date: | 26 Oct 2005 |
| Index: | FTSE AIM All-Share Index |
| Sector: | Basic Resources; |
| Sub‑sector: | Gold Mining |
| Country of register: | Great Britain |
| Segment: | AMSM |