Update on Loan Agreement and Posting of Circular

AIM Release 1 June 2009 Minerva Resources plc (AIM : MVA) ("Minerva Resources" or "the Company") Update on Loan Agreement and Posting of Circular convening a General Meeting Introduction On 5 May 2009 Minerva Resources announced that it has entered into a binding loan agreement with a third party ("Loan Agreement") to provide the Company with an unsecured loan facility of £350,000 (the "Facility"). Contemporaneously with the drawdown of the first tranche of £75,000 ("First Tranche") under the Facility on 5 May 2009, the Company entered into the non-legally binding memorandum of understanding ("MOU") with the same third party through which it agreed to provide a legally binding exclusivity period to the third party to enable it to conduct due diligence on Minerva Resources assets with a view to determining whether a business combination may be possible. Following on from an announcement made by Dwyka Resources Limited ("Dwyka") today, of a possible offer to acquire the entire issued share capital of the Company (the "Possible Offer"), the Company is able to confirm the identity of the third party as Dwyka. The Company is now also able to confirm that, under and subject to the terms of the Loan Agreement, it now has the ability to drawdown up to a further £275,000 (the "Second Tranche") to assist it with its working capital requirements for the period up to and including such time as the Possible Offer, if made, is either declared unconditional in all respects, lapses or is withdrawn. Terms of the Loan Agreement Under the terms of the Loan Agreement, the amounts drawn down under the Second Tranche will bear interest at a rate of 15% per annum, such interest becoming payable at the time all funds advanced under the Facility become repayable. If any offer is made by Dwyka and such offer has not been declared wholly unconditional by 31 August 2009 then all monies advanced under the Facility (including interest) become repayable within thirty days of receipt by the Company of notice from Dwyka requiring repayment, with such notice to take effect by no later than 15 September 2009. Repayment of any monies drawn down under the Facility (including interest) shall, at Dwyka's option, be satisfied by the Company by either (a) the capitalisation of all monies due into fully paid new Ordinary Shares at a conversion price of 0.7p per share (which would result in Dwyka being interested in approximately 25% of the enlarged issued share capital of the Company) or (b) cash. The Company has given certain warranties and indemnities under the Loan Agreement relating to the business and financial position of the Company. In addition, Dwyka also has the right to call for immediate repayment of the funds advanced under the Facility if certain events of default occur, such as the Company becoming insolvent or if an event occurs which, in Dwyka's opinion, could have a material adverse effect on the Possible Offer or Dwyka's rights under the MOU. Shareholder Approval for issue of new Ordinary Shares In order to facilitate the possible election by Dwyka to capitalise any funds lent under the Loan Agreement into Ordinary Shares, the Company is convening the General Meeting to seek Shareholder approval to allot unissued share capital and to allow the issue of new Ordinary Shares on a non pre-emptive basis. Shareholder's attention is draw to the fact that the Facility has been provided in conjunction with and in order to enable the Company to continue to carry on its business whilst discussions with Dwyka relating to the Possible Offer continue. Recommendation The Directors consider that it is in the best interests of the Company and its Shareholders as a whole, that the Directors should have authority to allot further Ordinary Shares in satisfaction of all monies due, and which may become due, under the Facility. The Directors unanimously recommend that Shareholders vote in favour of the Resolutions, as they have irrevocably undertaken to do so in respect of their own beneficial holdings of Ordinary Shares, representing in aggregate approximately 2.34 per cent. of the issued share capital of the Company as at the date of this announcement of which Andrew Daley represents 1,100,000 Ordinary Shares (approximately 0.71 per cent) and Terry Ward represents 2,522,400 Ordinary Shares (approximately 1.63 per cent). Shareholders should also note that the following Shareholders, representing, in aggregate, approximately 40.23 per cent. of the issued share capital of the Company have irrevocably undertaken to vote in favour of the Resolutions: (a) Ambrian Nominees Ltd (as to 57,879,200 Ordinary Shares representing 37.51 per cent) and (b) Merlin Marr-Johnson (as to 4,200,000 Ordinary Shares representing 2.72 per cent). Notice of General Meeting The General Meeting is to be held at the Registered Office of the Company at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG at 10.00 a.m. on 17 June 2009. A copy of the circular to shareholders convening the General Meeting of the Company and a Proxy Form has been sent to shareholders today and is available on the Company's website www.minervaresources.com. Share Suspension Trading in the shares of the Company will remain suspended pending the publication of the Company's annual accounts for the year ended 30 September 2008 and clarification of its financial position. The annual accounts are now expected to be published by mid June 2009. Unless otherwise defined herein, terms in this announcement shall have the same meanings as those defined in the Circular convening the General Meeting sent to Shareholders today. For further information please contact: Terry Ward Minerva Resources plc Tel: +44 (0)20 7629 4800 E-mail: terry.ward@minervaresources.com James Joyce / Sarang Shah W. H. Ireland Tel: +44 (0)20 72201666 Nick Rome Bishopsgate Communications Ltd Tel: +44 (0)20 75623350 E-mail: nick@bishopsgatecommunications.com ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.