Marengo Announces Approval of Debenture Financing and Election of Directors

TORONTO, ONTARIO--(Marketwired - Dec. 19, 2014) -

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

Marengo Mining Limited ("Marengo" or the "Company") (TSX:MRN)(ASX:MMC)(POMSoX:MMC) is pleased to announce the results of its annual and special meeting of shareholders (the "Meeting") held on December 18, 2014.

A total of 565,266,909 common shares of the Company ("Common Shares") were represented at the Meeting, representing approximately 49.68% of the issued and outstanding Common Shares. All matters presented for approval at the Meeting were duly authorized and approved, as follows:

1. Election of all management nominees to the board of directors of the Company;
2. Appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year and authorization for the directors to fix their remuneration;
3. Approval by disinterested shareholders of the Company of the Debentures Resolution (as defined below);
4. Approval of the share option plan of the Company and the unallocated rights, options and other entitlements thereunder; and
5. Approval of the performance rights plan of the Company and the unallocated performance rights thereunder,

all as more particularly described in the Circular (as defined below), which is available under the Company's issuer profile on SEDAR at www.sedar.com.

Debentures Resolution

At the Meeting, the disinterested shareholders of the Company approved an ordinary resolution (the "Debentures Resolution") authorizing the previously announced issuance (the "Transaction") of up to US$7,500,000 principal amount of 9.0% senior unsecured convertible debentures (the "Debentures") to its major shareholder, Sentient Executive GP IV, Limited, as the general partner of Sentient GP IV, L.P., as its general partner of, Sentient Global Resources Fund IV, L.P. (collectively, "Sentient") pursuant to a debenture purchase agreement dated November 14, 2014, between the Company, its wholly-owned subsidiaries, Yandera Mining Company Limited and Marengo Mining (PNG) Limited, and Sentient (the "Agreement"), all as more particularly described in the management information circular of the Company dated November 20, 2014 (the "Circular") which is available under the Company's issuer profile on SEDAR at www.sedar.com. Completion of the Transaction is expected to occur on or about December 19, 2014 and is subject to the final approval of the Toronto Stock Exchange.