Acquisition(s)

Attention Business Editors: SouthernEra Diamonds and Mwana reach agreement on offer valued at C$0.67 per share TSX: SDM Shares issued and outstanding: 173,550,562 LONDON and TORONTO, Aug. 24 /CNW/ - SouthernEra Diamonds Inc. (TSX: SDM) ("SouthernEra") and Mwana Africa PLC ("Mwana") (AIM: MWA-L) have entered into a support agreement under which Mwana will increase its offer to acquire all of the Class A common shares of SouthernEra (the "SouthernEra Shares"), other than those owned by Mwana and its affiliates, to one ordinary share of Mwana for every 2.28 SouthernEra Shares held (the "Amended Offer"). The Amended Offer values SouthernEra, based upon the closing price of Mwana as at 24 August 2007, at C$0.67 per SouthernEra share for an aggregate value of C$105.3 million, excluding the SouthernEra Shares held by Mwana. The terms of the Amended Offer, which includes a break fee of $2.5 million payable in specified circumstances, will be more fully described in an amended take-over bid circular to be mailed to SouthernEra shareholders. The Board of Directors of SouthernEra, upon the recommendation of a special committee of its directors established to consider the Mwana offer following an extensive review of strategic alternatives, unanimously recommends that shareholders accept the offer. The directors and senior officers of SouthernEra have agreed to tender their SouthernEra Shares to the Amended Offer (other than one of its directors to whom the Amended Offer cannot be extended by virtue of residence). SouthernEra's financial advisor, RBC Capital Markets, has advised the Board that the consideration under the Amended Offer is fair from a financial point of view to SouthernEra shareholders (other than Mwana and its affiliates). The Board's recommendation will be more fully described in the Notice of Change to the Director's Circular to be mailed to SouthernEra shareholders. The benefits of the Amended Offer for SouthernEra shareholders include: - An attractive 46.4% premium based on the closing share prices of both SouthernEra and Mwana on March 15, 2007, the last trading day prior to Mwana's announcement of its intention to make an offer for SouthernEra, and a 21.9% premium based on the closing share prices of both SouthernEra and Mwana on August 24, 2007, the last trading day prior to the Amended Offer - Creation of a diversified African resources company with a portfolio of producing assets, near term production and high quality growth projects, with a strong management and technical team - Continued ownership interest in SouthernEra's diamond projects in addition to Mwana's high quality kimberlite and alluvial diamond projects - Access to finance from Mwana's significant cash resources and cashflow from producing assets to realise the full potential of SouthernEra diamond project portfolio "The Board of Directors of SouthernEra has considered a number of investment and financing alternatives and believes the offer from Mwana is in the best interests of shareholders. The offer provides SouthernEra shareholders with an attractive premium for their shares. Together with Mwana's base and precious metal assets, the combined company will possess a strong African diamond portfolio with production and high quality alluvial and kimberlite projects. These assets together with Mwana's financial resources provides the opportunity for SouthernEra shareholders to continue to participate in the value creation from the development of SouthernEra's projects," said Dr. Christopher Jennings, Chairman of SouthernEra. SouthernEra's financial advisor is RBC Capital Markets and their legal advisor is Fraser Milner Casgrain LLP. The transaction is subject to a number of conditions as well as Canadian regulatory requirements. The Amended Offer is expected to be filed with the Canadian securities regulators and mailed to shareholders later today. The Amended Offer will be open for acceptance until 5:00 p.m. (Toronto time) on September 5, 2007, unless extended or withdrawn. Mwana is an AIM-listed pan-African natural resource company with a portfolio of producing and exploration assets in a range of commodities across Africa. These include producing nickel mines in Zimbabwe, gold exploration projects in Ghana and gold, zinc and copper-cobalt projects in the DRC. In May 2006, Mwana acquired 20 per cent of Société Miniere de Bakwanga ('MIBA'), the country's leading diamond producer based in Mbuji Mayi, DRC. It also completed with the acquisition of Gravity Diamonds Limited ("Gravity"), a diamond exploration company based in the DRC and Australia. SouthernEra Diamonds is one of Canada's fully integrated diamond companies with extensive alluvial and kimberlite diamond exploration in the DRC as well as other countries including Botswana, South Africa and Canada. The Company also holds the Klipspringer Diamond Mine in South Africa and maintains an 18 percent free-carried interest in the Camafuca Diamond Project in Angola. This press release contains forward-looking statements with respect to the revised offer and the transactions contemplated thereby, including the proposed business combination of Mwana and SouthernEra, SouthernEra's and Mwana's financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditures, and exploration and development efforts. Words such as "anticipates", "expects", "intends", "plans", "forecasts", "projects", "budgets", "believes", "seeks", "estimates", "could", "might", "should", and similar expressions identify forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this press release. These statements include comments regarding: operations and synergies of the combined entity, the establishment and estimates of mineral reserves and mineral resources, production, production commencement dates, production costs, grade, processing capacity, potential mine life, feasibility studies, development costs, capital and operating expenditures, exploration, the closing of certain transactions including acquisitions and offerings, and Mwana's plans. For further information: SouthernEra Diamonds Inc.: Mr. Alasdair MacPhee, CEO or Mr. Chris Reynolds, SVP, CFO and Secretary, Telephone: (416) 359-9282, Fax: (416) 359-9141, E-mail: inbox(at)southernera.com, www.southernera.com; London: 4C-Burvale, Carina Corbett, Director, Telephone: +44 (0) 20 7559 6710, Fax: +44 (0) 20 7559 6501, Email: Corbett(at)4c-burvale.co.uk (SRE)
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