SOUTHERNERA DIAMONDS INC: 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: [phone], Fax:
[phone], E-mail: inbox(at)southernera.com, www.southernera.com; London:
4C-Burvale, Carina Corbett, Director, Telephone: [phone], Fax:
[phone], Email: Corbett(at)4c-burvale.co.uk
(SRE)


 



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