Marengo Announces Implementation of Scheme

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

PERTH, WESTERN AUSTRALIA -- (Marketwire - Dec. 21, 2012) - As announced on 18 December 2012, the Federal Court of Australia approved the restructure of Marengo Mining Limited (TSX:MRN) (ASX:MGO) (POMSoX:MGO) (Marengo) to redomicile to Canada by way of a Scheme of Arrangement (Scheme).

Marengo expects to lodge with the Australian Securities and Investments Commission (ASIC) a copy of the Court orders approving the Scheme on Thursday, 3 January 2013. Upon lodgement with ASIC, the Scheme will be considered effective.

Marengo recognises the support of the Port Moresby Stock Exchange (POMSoX) and the Papua New Securities Commission who accommodated the quotation of depositary interests on POMSoX (PDIs) by amending the POMSoX Business Rules and POMSoX Listing Rules.

The Scheme is now expected to be implemented in accordance with the timetable set out below.

EVENT DATE
Effective Date

-- the Court order is lodged with ASIC and the Scheme becomes binding

-- last day of trading in Marengo Mining Limited Shares on the ASX and the POMSoX Thursday, 3 January 2013

Delisting of Marengo Mining Limited on TSX
Monday, 7 January 2013
Listing of Marengo Mining Canada Limited on the TSX and trading of Marengo Mining Canada Limited Shares on the TSX on a deferred settlement basis Tuesday, 8 January 2013

Listing of Marengo Mining Canada Limited on the ASX and trading of Marengo Mining Canada Limited CDIs on the ASX on a deferred settlement basis (subject to ASX approval) Tuesday, 8 January 2013

Listing of Marengo Mining Canada Limited on the ASX and trading of Marengo Mining Canada Limited PDIs on the POMSoX on a deferred settlement basis (subject to POMSoX approval)
Tuesday, 8 January 2013
Record Date for determining entitlements to Scheme Consideration 5.00pm (Perth time) on Thursday, 10 January 2013
Implementation Date - date of despatch of Scheme Consideration Friday, 11

January 2013
Delisting of Marengo Mining Limited on the ASX and the POMSoX Wednesday, 16 January 2013

Dispatch of holding statements for CDIs, PDIs and certificates for Marengo Mining Canada Limited Shares Wednesday, 16 January 2013
Marengo Mining Canada Limited CDIs, PDIs and Shares commence trading on ASX, TSX and POMSoX (on normal T+3 basis) Thursday, 17 January 2013

- All dates are indicative only and, among other things, are subject to all necessary approvals from the regulatory authorities.

- Marengo reserves the right to vary the times and dates set out above at its discretion. Any changes to the above timetable will be announced through the ASX, the TSX and the POMSoX.


Post-implementation

Following the implementation of the Scheme:

- Marengo Mining Limited will be a wholly owned subsidiary of Marengo Mining Canada Limited (Marengo Canada);

- the shareholders of Marengo Mining Limited will hold 100% of the voting power in Marengo Mining Canada Limited;

- Marengo Mining Canada Limited's shares will be listed on the TSX, Marengo Mining Canada Limited's CHESS Depositary Interests (CDIs) listed on the ASX and Marengo Mining Canada Limited's PDIs on POMSoX; and

- the board of Marengo Mining Canada Limited will comprise of the current Marengo Mining Limited board members.


Further Information

Full particulars in respect of implementation of the Scheme are set out in the Scheme Booklet. Copies of the Scheme Booklet are accessible from www.asx.com.au.

If you have any questions, please contact either Mark Churchward or John Ribbons in Perth on +61 8 9429 0000.


Yours faithfully

Mark Churchward, Joint Company Secretary



www.marengomining.com

ABN: 57 099 496 474

YANDERA MINING COMPANY LIMITED (COMPANY NO. 1-53202)
MARENGO MINING (PNG) LIMITED (COMPANY NO. 1-76844)



Contact

Marengo Mining Limited
Les Emery, Managing Director/CEO
+61 8 9429 0000
marengo@marengomining.com

Marengo Mining Limited - Australia:
Dean Richardson, VP-Investor Relations
+61 8 9429 0000
deanr@marengomining.com

Marengo Mining Limited - North America:
Victoria Russell, Investor Relations
+1 416 644 8680
investor@marengomining.com
www.marengomining.com