Sentient IV Acquires Convertible Debenture of Marengo Mining Limited

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/

MONTREAL, Dec. 22, 2014 /CNW Telbec/ - Sentient Executive GP IV, Limited ("Sentient IV") announces that it has acquired control over a convertible unsecured debenture in a principal aggregate amount of US$7,500,000 (the "Debenture") issued by Marengo Mining Limited ("Marengo"). The Debenture matures on June 30, 2017 and bears interest at a rate of 9% per annum. The principal amount of the Debenture as well as accrued interest thereon are convertible into fully paid and non-assessable common shares of Marengo ("Common Shares") at a conversion price of Cdn.$0.01 per share.

Sentient IV has control or direction over 29,334,000 Common Shares (representing approximately 2.58% of the outstanding Common Shares), convertible unsecured debentures in a principal aggregate amount of US$38,426,130 (collectively, the "First Debenture") and the Debenture. The First Debenture also bears interest at a rate of 9% per annum and the principal amount thereof as well as accrued interest thereon are also convertible into fully paid and non-assessable Common Shares at a conversion price of Cdn.$0.01 per share. The First Debenture matures on June 30, 2016. Assuming the conversion in full of the principal amount of and interest on the Debenture and the First Debenture, Sentient IV would acquire control over a maximum of 6,033,577,120 Common Shares (including the 29,334,000 Common Shares referred to above). These combined holdings would represent approximately 84.48% of the outstanding Common Shares, calculated on a partially diluted basis assuming the full conversion of the Debenture and the First Debenture only.

Sentient IV acquired the Debenture for investment purposes only and not with a view to materially affecting control of Marengo.

Sentient IV relied under section 2.3 of National Instrument 45-106 â€" Prospectus and Registration Exemptions for the purchase of the Debenture as Sentient IV is an "accredited investor" under that Instrument.

Â

SOURCE Sentient Executive GP IV, Limited