(NVTA.L) Noventa Ltd Buy/Sell

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COPYRIGHT

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The new Ordinary Shares described in this announcement will rank pari passu with the Company's existing Ordinary Shares. It is expected that admission will become effective and that trading will commence on 27 October 2009.

The Board of the Company (other than Mr. Hinxman) has today agreed to grant options (under the existing Noventa Limited Unapproved Share Option Plan) over 6,000,000 Ordinary Shares, of which 3,000,000 have been granted to Martin Hinxman, the Finance Director. These shares have an exercise price of 4p per share and can be exercised between one year and four years from today. The Board of the Company (other than Dr. Cox) has today agreed to grant options (not under the existing Noventa Limited Unapproved Share Option Plan) to each of Dr. Cox and Dr. Martin to subscribe for 1,000,000 Ordinary Shares at 4p per share for a period of 7 years from today.

Further to the announcement made on 16 October 2009 regarding the Placing of new Ordinary Shares, the new Ordinary Shares detailed in the announcement will be admitted to trading on AIM on 22 October 2009, not 21 October 2009.

The total number of Ordinary Shares in issue on the date of admission to trading of the new Ordinary Shares will be 232,750,636 with each share holding one voting right. There are no Ordinary Shares held in treasury.

For further information please contact:

Eric F. Kohn TD Chairman Noventa Limited +41 22 8500560 +41 79 5030150 www.noventa.net http://www.noventa.net/

Nick Harriss/Emily Staples Blomfield Corporate Finance Limited (Nomad) +44 20 7489 4500

Daniel Briggs Religare Hichens, Harrison plc (Broker) +44 20 7382 7776

Information Required to be Disclosed Under Schedule Two of the AIM Rules for Companies

Full Name of Director - Dr. Ernst Joachim Martin

Age - 56 Current Directorships and Partnerships:

IGAS

AquabioCarbon GmbH EJM Rare Metals Consulting Services Zirco Refining GmbH Zirco Establishment

Former Directorships:

H. C. Starck GmbH Full Name of Director - Guy Edward Sinnott Coltman

Age - 41

Current Directorships and Partnerships:

Carey Olsen Lynx Limited Motelands Limited

This information is provided by RNS The company news service from the London Stock Exchange

BOAFEMFLSSUSEIS

The following table sets out details of Significant Shareholders (as defined in the AIM Rules) of the Company following the issue of the Additional Placing Shares.
Ordinary Percentage of
Shares Held Issued Shares Held
Highland African Ventures Limited 79,373,079 34.25%
Fidelity Investments Limited 18,000,000 7.77%
BlackRock World Mining Trust plc 12,239,902 5.28%
JMM Trading LP 7,500,000 3.24%

Highland African Ventures Limited is owned by a trust whose trustee is Fleming Family & Partners Liechtenstein and Mr. R J Fleming is one of the potential beneficiaries. Fleming Family & Partners Liechtenstein has a total interest, including through Highland African Ventures Limited, in a total of 86,708,892 shares (37.42% of the issued shares). Mr. R J Fleming has an interest, including through Highland African Ventures Limited, in a total of 85,208,892 shares (36.77% of the issued shares).

The Additional Placing Shares to be issued will rank pari passu with the Company's Existing Ordinary Shares. It is expected that admission will become effective and that trading will commence on 21 October 2009.

The total number of Ordinary Shares in issue on the date of admission to trading of the Additional Placing Shares will be 231,719,324 with each share holding one voting right. There are no Ordinary Shares held in treasury.

Defined terms used in this announcement are set out in either the announcement of the 10 September 2009 or in the circular sent to shareholders of Noventa on 24 September 2009.

For further information please contact:

Eric F. Kohn TD

Chairman

Noventa Limited

+41 22 8500560

+41 79 5030150

www.noventa.net

http://www.noventa.net/

Nick Harriss/Emily Staples

Blomfield Corporate Finance Limited (Nomad)

+44 20 7489 4500

Daniel Briggs Religare Hichens, Harrison plc (Broker) +44 20 7382 7776

This information is provided by RNS The company news service from the London Stock Exchange

IOEMFBBTMMJBBML

The following table sets out details of Significant Shareholders (as defined in the AIM Rules) of the Company (assuming the passing of the EGM Resolutions) following the issue of the New Ordinary Shares (including for the purpose of this announcement those shares issued to Wills & Co Registrars Limited and those issued in respect of the conversion of the Existing Loan Notes into equity).
Ordinary Percentage of
Shares Held Issued Shares Held
Highland African Ventures Limited 79,373,079 41.50%
Fidelity Investments Limited 18,000,000 9.41%
BlackRock World Mining Trust plc 12,239,902 6.40%
City Natural Resources High Yield Trust plc 6,250,000 3.27%

Highland African Ventures Limited is owned by a trust whose trustee is Fleming Family & Partners Liechtenstein and Mr. R J Fleming is one of the potential beneficiaries. Fleming Family & Partners Liechtenstein has a total interest, including through Highland African Ventures Limited, in a total of 86,708,892 shares (45.34% of the issued shares). Mr. R J Fleming has an interest, including through Highland African Ventures Limited, in a total of 85,208,892 shares (44.55% of the issued shares). The total number of Ordinary Shares in issue on the date of admission to trading of the New Ordinary Shares will be 191,255,372 with each share holding one voting right. There are no Ordinary Shares held in treasury.

Defined terms used in this announcement are set out in either the announcement of the 10 September 2009 or in the circular sent to shareholders of Noventa on 24 September 2009.

For further information please contact:

Eric F. Kohn TD

Chairman

Noventa Limited

+41 22 8500560

+41 79 5030150

www.noventa.net

http://www.noventa.net/

Nick Harriss/Emily Morgan

Blomfield Corporate Finance Limited (Nomad)

+44 20 7489 4500

Daniel Briggs Religare Hichens, Harrison plc +44 20 7382 7776

This information is provided by RNS The company news service from the London Stock Exchange

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Following the issue of the Loan Notes and the Conditional Placing Shares, and assuming the requisite resolutions are passed at the EGM, the Company's total issued ordinary share capital will be 61,197,104 Ordinary Shares. An application will be made to the London Stock Exchange for the shares, which will rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on AIM, subject to the requisite resolutions being passed at the EGM.

Placing and Open Offer

Placing and Open Offer of up to 53,058,880 New Ordinary Shares of £0.0004 each at 4p per share

1. Introduction

The Company has decided to make an Open Offer to Qualifying Shareholders to subscribe for up to 53,058,880 New Ordinary Shares on the basis of 5 Offer Shares for every 4 Existing Ordinary Shares at the Offer Price, payable in full on acceptance. Eric Kohn TD, the Executive Chairman, John Allan, the Chief Executive Officer and Martin Hinxman, the Chief Financial Officer, being Qualifying Shareholders and Directors have agreed to subscribe for a minimum total of 1,366,279 New Ordinary Shares through the Open Offer.

The Company expects to raise up to £2,122,355 ($3,467,928) (before expenses) from the Placing and Open Offer. The net proceeds of £1,962,756 (assuming full take up of the Open Offer) will be used to provide the Group with additional working capital. Further details of the Placing and Open Offer are set out below.

2. Background to and reasons for the Placing and Open Offer

Following the recent changes to the Company's Board, and having conducted an initial evaluation of the Company's assets, the new team believes in the marketplace for the Company's mineral resources and intends to restart production with a view to making the Company profitable and to maximise shareholder value. Noventa's objective is to become a profitable low cost industrial scale producer of tantalum bearing concentrate.

Noventa is an AIM quoted producer of tantalum feedstock; tantalum is a rare heavy metal that is used in the manufacture of electronic capacitors, turbine blades and industrial cutting tools. Noventa produces tantalum pentoxide (Ta2O5), a powdered concentrate which, in its final form, is consumed mainly in the electronics industry.

A predominantly new Board and executive management team has been put in place since 9 July 2009 in order to seek funds to stabilise the current business, which in turn will allow time for them to develop and implement a turnaround strategy for the Company. The management team has considered and compared several options which include:

1. Re-opening the Marropino mine with modifications to existing plant and mine plan;

2. A new fixed plant capable of producing 450,000lbs Ta205 per annum;

3. Three modular plants producing 150,000lbs Ta205 per annum each;

4. Outsourcing processing to a third party; and
5. A trade sale.

The Board proposes to raise the necessary new working capital through the Placing and Open Offer in order for the new team to finalise and implement its currently preferred option of re-opening the Marropino mine with modifications to its existing plant and mine plan. In conjunction with the pursuit of this preferred option, the Board continues to actively evaluate the second and third options listed above, while keeping options four and five under review.

Noventa's assets are located in central Mozambique. Politically stable since 1992, the country is supportive of mining projects and in the past five years has attracted long term multimillion dollar mining investments from companies such as BHP Billiton, Vale and Kenmare Resources.

The Company's initial and only open cast mine, the Marropino mine, has been operating intermittently since 2003, but the Board believes that the approach that was historically taken to bring the mine into production was incorrect and not as effective as it should have been, or as expected at the time of admission to trading on AIM. As a result, much less of the resource has so far been extracted than would originally have been expected by this point. In addition, the Company's other mine rights at locations such as Morrua, Mutala and others remain unexploited.

Marropino's poor performance can be attributed to a wide variety of equipment, operational and management failings, which resulted in output being consistently below expectations; however the Board believes that all these issues can be suitably addressed provided the appropriate financing can be obtained. The Company's Marropino Mine was put into care and maintenance in May 2009, due to a lack of funds to support the continuing losses.

Each element of the process from extraction through processing and distributing to clients is being examined to identify and eliminate losses and inefficiencies. The reserves are being re-examined and assays of the open mine are being taken to verify the ore projections by comparing historical assay data with fresh assays. An extensive list of remedial actions has already been identified and these are being assessed prior to incorporation into a recovery plan. Benchmarking against other tantalite mining operations is currently being considered. The Board will endeavour to keep Shareholders informed of developments.

Connection of the site to the Mozambique national power supply has been agreed with the supplier with a completion currently forecast (by the Board) in the next few weeks. This should provide significant improvement both in terms of cost savings (estimated at >$1.5million annually) and reliability compared with the existing diesel generators.

A potential saving (estimated at around $1.0million annually) in distribution costs may be realised by changing the transport route of the concentrate to the customer, avoiding the current costly overland transport to the port of Walvis Bay in Namibia. This is a consequence of legislative changes and is being tested for its long term viability.

Samples of the ore body will be taken and independently assayed to verify the ore body and to reconfirm the viability of resurrecting production. The existing main processing plant design is to be tested under lab conditions to confirm its fitness for purpose before checking, restoring, testing and restarting the plant.

Enhancement options to the existing process plant are being examined and costed to reduce process losses and/or recycle the 40% of the material previously put to waste as "oversize" (>1.7mm) for the current plant. Samples of the output concentrate have been sent for testing to a third party for potentially cheaper and more efficient final processing than the existing process. A survey of the mine will be carried out, provided the appropriate financing can be obtained, assessing the material volumes which can be extracted, providing a firm starting point for updating of the pit optimisation and resulting mine plan, and to enable the pit to be restructured back to the extraction plan for safe and efficient working.

The Board believes the Company is well placed compared to its competitors in terms of developing its tantalum assets, despite its historic poor performance. Although the Marropino mine is currently on a care and maintenance basis, so is the Talison mine (historically the world's largest tantalum producer) in Australia, while the Commerce Resources and MDN Inc projects in Canada and the Adu Dabbab and Nuweibi projects in Egypt are all at a less advanced stage of development than Marropino. Noventa has estimated ore resources of 19 million lbs of Ta2O5 (Source: SRK Consulting (South Africa) (Pty) Ltd Independent Competent Persons Report dated 15 March 2007, included in the Company's AIM Admission Document dated 15 March 2007) distributed across three deposits. Since January 2007, a total of 218,000lbs of Ta2O5 concentrate has been sold from its main operation at Marropino. Although the mine is on care and maintenance at present, with appropriate financing, the Board believes a restart could be achieved within five months.

The new Board has recently been further strengthened by the appointment of a southern African mining specialist, Peter Cox who has experience of Tantalum mining and processing. The intention is to keep the company public and proceed if possible with the re-opening of existing operations with the defects rectified, necessary enhancements implemented and strict management controls.

Mozambique

Principal Assets of the Company

The Board of Directors

It is intended to appoint at least one further independent Non Executive Director as soon as a suitable candidate can be identified.

Past Difficulties

Historic Performance

The Placing and Open Offer is required to meet the Group's immediate working capital requirements and should give the Company sufficient funds for the Group to continue to trade until the first quarter of 2010, at which time the Board believes that the Company will require a further injection of funds in order to implement the preferred option for the future and to significantly expand capacity (including the possible development of one or more of its other properties) and sustainability of the business. If this future capital raising proceeds, it is likely to be significantly larger than this current offer and will probably consist of a mixture of new equity and debt. The Placing and Open Offer is subject to a number of conditions, including the passing of the Resolutions. If the Resolutions are not passed, the Placing and Open Offer will fail and it is likely that the Group will be unable to continue to trade.

3. Principal terms of the Placing and Open Offer

The Company is proposing to raise up to £2,122,355 ($3,467,928) (before expenses) by the issue of 53,058,880 New Ordinary Shares pursuant to the Placing and Open Offer, representing approximately 27.74 per cent. of the Enlarged Share Capital. 53,058,880 New Ordinary Shares are being made available to Qualifying Shareholders pursuant to the Open Offer at the Offer Price, payable in full on acceptance. No commissions are payable to Placees.

Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Offer Price on the following basis:

5 Offer Shares for every 4 Existing Ordinary Shares

and so in proportion for any number of Existing Ordinary Shares held on the Record Date. Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractions of Offer Shares will not be allotted to Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility.

Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form. Applicants can apply for less or more than their entitlements under the Open Offer but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied, as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares in whole or in part but reserves the right not to satisfy any excess above any Open Offer Entitlement. The Board may scale back applications made in excess of Open Offer Entitlements on such basis as it reasonably considers to be appropriate.

The Placing and Open Offer are conditional, inter alia, upon the Placing and Open Offer Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms and on all of the Resolutions being passed at the EGM.

If the conditions are not satisfied, the New Ordinary Shares will not be issued and all monies received by the Receiving Agent will be returned to applicants (at applicants' risk and without interest) as soon as possible thereafter.

The New Ordinary Shares will, subject to the Articles, be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

An application will be made for the New Ordinary Shares to be admitted to trading on AIM.

Intentions of the Directors and others in relation to the Open Offer

Eric Kohn TD, the Executive Chairman, John Allan, the Chief Executive Officer and Martin Hinxman, the Chief Financial Officer, being Qualifying Shareholders and Directors have given irrevocable commitments to subscribe for a minimum total of 1,366,279 New Ordinary Shares through the Open Offer. The current shareholdings of the Directors, their Open Offer Entitlements and their minimum commitments to subscribe under the Excess Application Facility are given in the table below:

Minimum holding of
Holding of Ordinary Shares on
Ordinary Shares on Open Offer completion of the
Director the Record Date Entitlement Open Offer
Eric Kohn TD * 2,000,000 2,500,000 2,625,000
John Allan ** 1,000,000 1,250,000 1,625,000
Martin Hinxman 93,023 116,279 209,302

4. Issue of Investors Union Shares, Warrants, related party transactions and proposed changes to existing Blackrock and Highland Loan Notes

The Board has agreed to issue, subject to the passing of certain resolutions at the EGM, 500,000 Ordinary Shares to Wills & Co Registrars Limited for the provision of its financial public relations service, Investors Union (http://www.investorsunion.co.uk).

Holders of the Conditional Placing Shares will, subject to the passing of certain resolutions at the EGM, be issued with Warrants allowing them to subscribe for 1 Ordinary Share for every 2 New Ordinary Shares held, at a price of 18p per share for a period of 18 months from the date of the EGM.

Loan Note Holders will, subject to the passing of certain resolutions at the EGM, be issued with Warrants allowing them to subscribe for 1 Ordinary Share for every 2 New Ordinary Shares held post conversion of the Loan Notes, at a price of 18p per share for a period of 18 months from the date of the EGM.

Blomfield will under the terms of its engagement letter, subject to the passing of certain resolutions at the EGM, be issued with the Blomfield Warrants giving Blomfield the right to subscribe for 1 million Ordinary Shares at the Offer Price for a period of up to seven years from the date of the EGM.

BFS, which is a related party under the AIM Rules, and which provides the services of Eric Kohn TD, as Executive Chairman, will, subject to the passing of certain resolutions at the EGM, be issued with the BFS Warrants giving BFS the right to subscribe for a number of shares equivalent to 5% of the Enlarged Share Capital at the Offer Price for a period of up to seven years from the date of the EGM. BFS will not be able to exercise these warrants unless the price of the Company's Ordinary Shares maintains a quoted mid-market price on AIM of 25p or higher on a 30 day moving average. The BFS Warrants have been issued to BFS as a turnaround incentive, with their value to BFS being dependent on a substantial rise in the Company's Ordinary Share price. BFS have also been appointed as placing agents to assist in finding subscribers for the Loan Notes and the Placing, for which they will receive a commission of 9% of the funds that they raise. Mr. Kohn did not vote on any on the board resolutions approving these matters.

The Warrants, the Blomfield Warrants and the BFS Warrants will not be admitted to trading on AIM or on any other trading platform.

HAVL, which is a substantial shareholder and related party under the AIM Rules, and BlackRock World Mining Trust plc have historically provided financial support to the Company at very short notice without which the Company could not have continued to trade to date. The Board has therefore recommended that HAVL and BlackRock World Mining Trust plc, subject to the passing of certain resolutions at the EGM, exchange their holdings of Existing Loan Notes (being zero coupon convertible unsecured loan notes) with current outstanding balances of $4,200,000 and $800,000 respectively, for new Ordinary Shares in the Company on the same terms as is being offered to Qualifying Shareholders in order to convert the outstanding loan balances into equity as resolutions to approve such conversion at the rate of 15 pence per share, as stipulated in the HAVL and BlackRock World Mining Trust plc loan notes, were not approved at the Company's annual general meeting in August 2009 and therefore these debts remain on the Company's balance sheet. HAVL and BlackRock World Mining Trust plc have agreed to the terms of this proposal. The US Dollar to GBP exchange rate for this exchange has been set at the prevailing rate of £1:$1.634, as published in the Financial Times on 4 September 2009. As a result of this exchange, HAVL and BlackRock World Mining Trust plc will be issued with 64,259,486 and 12,239,902 new Ordinary Shares in the Company respectively.

The issue of the BFS Warrants and the payment of placing commission to BFS is a Related Party Transaction as defined under the AIM Rules for Companies. The independent Directors (all Directors other than Eric Kohn), who have consulted with the Company's nominated adviser, believe the terms of the issue of the BFS Warrants and the payment of placing commission to BFS, to be fair and reasonable in so far as shareholders are concerned. In addition, the exchange by HAVL of its zero coupon convertible loan notes for Ordinary Shares is a Related Party Transaction as defined under the AIM Rules for Companies. The Directors, who have consulted with the Company's nominated adviser, believe the terms of the issue to be fair and reasonable in so far as shareholders are concerned.

5. Current trading and prospects

The Group made a loss of US$5.226m during the six months to 30 June 2009 on sales of US$2.204m. Full details of financial results for this period and the last set of full year audited accounts, for the year ended 31 December 2008, can be viewed at the Company's website, www.noventa.net.

The Company's financial results reflect its inability in the past to reach a production level that exceeded breakeven. This was substantially due to the level of oversize material that was rejected in the recovery process. In addition, the lack of maintenance and attention to detail contributed to these poor results, along with the historic lack of connection to the national grid power supply, a situation exacerbated by the mine operating on three different types of generator with no automatic switchover, resulting in substantial downtime.

The Board believes that with the installation of the national grid power supply at the mine due this month and rectification and enhancements contemplated to the Plant as well as planned maintenance and good management practices, together with reduced transport costs, the production levels required for profitability should be attainable, provided appropriate finance can be obtained to support these plans.

The Company's mine has been on a care and maintenance basis since May 2009, so no sales are currently being generated. The Company remains loss making and cash flow negative at the current time.

Apart from gold, most metals have experienced losses of up to half their value during the current economic downturn; conversely, tantalum has hardly moved in value. The Board believes that the medium term outlook for the metal is encouraging, as demand is expected to outstrip supply in 2010 and 2011, and following one third of global primary production having being withdrawn from the market in the last nine months; government inventories are now fully exhausted and customer stocks are at historic low levels. New projects in the Middle East and Canada are at least two years away from commercial production.

The Board believes that demand will be pushed higher next year by an increase in the production of micro-electronic goods after a period of recession. Tantalum's primary use is in the manufacture of capacitors for microelectronic circuits. Tantalum capacitors are key components in mobile phones, computer motherboards and audio/visual equipment. Substitutes including niobium and ceramic capacitors offer lower costs but also lower performance and larger size.

The Tantalum Market

Supply Issues

Demand Issues

Price Issues

6. Circular to Shareholders and Extraordinary General Meeting

A circular containing full details of the Placing and Open Offer will, subject to the approval of the Jersey Financial Services Commission, be sent to shareholders shortly, which will convene an EGM as required by the Articles.

7. Definitions

In this announcement, except where the context permits, the expressions set out below shall bear the following meanings:

"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" collectively the AIM Rules for Companies and the AIM Rules for
Nominated Advisers;
"AIM Rules for Companies" the AIM Rules for Companies issued by the London Stock Exchange
governing the admission of securities to trading on, the continuing
obligations of those companies with shares admitted to trading on AIM
and the operations of, AIM;
"AIM Rules for Nominated the AIM Rules for Nominated Advisers issued by the London Stock
Advisers" Exchange;
"Application Form" the application form to be sent to Qualifying non-CREST Shareholders in
connection with the Placing and Open Offer;
"Articles" the Articles of Association of the Company;
"BFS" collectively Barons Financial Services S.A., Barons Financial Services
(U.K.) Limited and Barons Financial Services Limited;
"BFS Warrants" the warrants over Ordinary Shares equivalent to 5% of the Enlarged
Share Capital to be issued to BFS;
"Blomfield" Blomfield Corporate Finance Limited, the Company's Nominated Adviser
for the purposes of the AIM Rules;
"Blomfield Warrants" the warrants over 1,000,000 Ordinary Shares to be issued to Blomfield;
"Capita Registrars" a trading name of Capita Registrars Limited;
"Companies Law" the Companies (Jersey) Law 1991 (as amended);
''Company'' or "Noventa" Noventa Limited (company number 95036);

"Conditional Placing Shares" 8,750,000 New Ordinary Shares that have been subscribed for,
conditional only on the passing of the required resolution at the EGM;
''CREST'' the relevant electronic settlement system (as defined in the CREST
Regulations) in respect of which Euroclear is the Operator (as defined
in the CREST Regulations);
''Directors'' or ''Board'' the board of directors of the Company as at the date of this
announcement;
"EGM" the extraordinary general meeting of the Company to be convened
shortly;
"Enlarged Share Capital" the issued ordinary share capital of the Company immediately
following: approval at the EGM to issue Ordinary Shares on conversion
of the Loan Notes; the Placing and Open Offer; approval at the EGM to
issue the Conditional Placing Shares; approval at the EGM to issue the
Investors Union Shares; and approval at the EGM to issue Ordinary
Shares in exchange for the outstanding balances of the Existing Loan
Notes;

"Excess Application Facility" the arrangement pursuant to which Qualifying Shareholders may apply for
additional Offer Shares in excess of their Open Offer Entitlement in
accordance with the terms and conditions of the Open Offer;
"Excess Shares" Offer Shares applied for by Qualifying Shareholders under the Excess
Application Facility;
"Existing Loan Notes" US$5,000,000 in total of zero coupon convertible unsecured loan notes
held by HAVL and BlackRock World Mining Trust plc;
"Existing Ordinary Shares" Ordinary Shares in issue at the Record Date;
''FSA'' Financial Services Authority of the UK;
''FSMA'' Financial Services and Markets Act 2000, as amended;
"GBP" or "£" Pound Sterling, the lawful currency of the UK;
''Group'' the Company and its subsidiaries;
''HAVL'' Highland African Ventures Limited, a Jersey incorporated investment
holding company whose ultimate controlling shareholder is Fleming
Family & Partners (Liechtenstein) AG, a Liechtenstein registered trust
company which is acting in its capacity as trustee of a settlement, the
beneficiaries of which are members of the Fleming family;
"Investors Union Shares" 500,000 Ordinary Shares to be issued to Wills & Co Registrars Limited
for financial public relations services on the passing of the
Resolutions;
"Loan Note Holders" the registered holders of the Loan Notes;
"Loan Notes" the £400,000 zero coupon convertible unsecured loan notes of GBP1.00
each issued to the Loan Note Holders on 10 September 2009 which will
convert into 10,000,000 New Ordinary Shares conditional on the passing
of the Resolutions;

''London Stock Exchange'' London Stock Exchange plc;
"New Ordinary Shares" together, the Offer Shares, the Conditional Placing Shares, the Placing
Shares and the Ordinary Shares issued to the Loan Note Holders on
conversion of the Loan Notes;
"Offer Price" 4p per Placing Share;
"Offer Share(s)" the up to 53,058,880 new Ordinary Shares being made available to
Qualifying Shareholders under the Open Offer;
"Open Offer" the conditional invitation made to Qualifying Shareholders to apply to
subscribe for the Offer Shares at the Offer Price on the terms and
subject to the conditions to be set out in Placing and Open Offer
documentation and in the Application Form to be sent to Shareholders;
"Open Offer Entitlement" the pro rata entitlement of Qualifying Shareholders to subscribe for
Offer Shares allocated to Qualifying Shareholders on the Record Date
pursuant to the Open Offer;
''Ordinary Shares'' ordinary shares of £0.0004 each in the capital of the Company;
"Overseas Shareholders" a Shareholder with a registered address outside the United Kingdom;
"Placees" persons subscribing for Placing Shares at the Offer Price;
"Placing" the placing of the Placing Shares by RHH pursuant to the
Placing and Open Offer Agreement;
"Placing and Open Offer the conditional agreement between (1) the Company, (2) the Directors
Agreement" (3) Blomfield and (4) RHH relating to both the Open Offer and the
Placing;
"Placing Share(s)" the New Ordinary Shares which may be subscribed for, subject to
clawback to satisfy valid applications under the Open Offer;
"Prospectus Rules" the rules made by the FSA pursuant to sections 73A(3) and (4) of FSMA;
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the
Company at the Record Date (but excluding any Overseas Shareholder who
has a registered address in a Restricted Jurisdiction);
"Receiving Agent" Capita Registrars Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU;
"Registrar" Capita Registrars (Jersey) Limited, PO Box 532, St Helier, Jersey JE4
5UW;
"Related Party" BFS and HAVL;
"Resolutions" the resolutions to be proposed at the EGM;
"Restricted Jurisdiction" each and any of the United States, Australia, Canada, and Japan;
"RHH" Religare Hichens, Harrison plc, the Company's corporate broker;
"Shareholders" holders of Ordinary Shares;
"UK" the United Kingdom of Great Britain and Northern Ireland;
"USD" or "$" United States Dollar, the lawful currency of the United States of
America;
"Warrants" together the warrants over 4,375,000 Ordinary Shares to be issued to
subscribers to the Conditional Placing Shares and the warrants over
5,000,000 Ordinary Shares to be issued to the Loan Note Holders.

For further information please contact:

Eric F. Kohn TD

Chairman

Noventa Limited

+41 22 8500560

+41 79 5030150

www.noventa.net

http://www.noventa.net/

Nick Harriss/Emily Morgan

Blomfield Corporate Finance Limited (Nomad)

+44 20 7489 4500

Daniel Briggs

Religare Hichens, Harrison plc (Broker)

+44 20 7382 7776

This information is provided by RNS The company news service from the London Stock Exchange

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The Board proposes to raise the necessary new working capital through the Placing and Open Offer (announced concurrently with these results) in order for the new team to finalise and implement its currently preferred option of re-opening the Marropino mine with modifications to its existing plant and mine plan. In conjunction with the pursuit of this preferred option, the Board continues to actively evaluate the second and third options listed above, while keeping options four and five under review.

Noventa's assets are located in central Mozambique. Politically stable since 1992, the country is supportive of mining projects and in the past five years has attracted long term multimillion dollar investments from companies such as BHP Billiton, Vale and Kenmare Resources.

The Company's initial open cast mine, the Marropino mine, has been operating intermittently since 2003, but the Board believes that the approach that was historically taken to bring the mine into production was incorrect and not as effective as it should have been, or as expected at the time of admission to trading on AIM. As a result, much less of the resource has so far been extracted than would originally have been expected by this point. In addition, the Company's other mine rights at locations such as Morrua, Mutala and others remain unexploited.

Marropino's poor performance can be attributed to a wide variety of equipment, operational and management failings, which resulted in output being consistently below expectations; however the Board believes that all these issues can be suitably addressed provided the appropriate financing can be obtained. The Company's Marropino Mine was put into care and maintenance in May 2009, due to a lack of funds to support the continuing losses.

Each element of the process from extraction through processing and distributing to clients is being examined to identify and eliminate losses and inefficiencies. The reserves are being re-examined and assays of the open mine are being taken to verify the ore projections by comparing historical assay data with fresh assays. An extensive list of remedial actions has already been identified and these are being assessed prior to incorporation into a recovery plan. Benchmarking against other tantalite mining operations is currently being considered. The Board will endeavour to keep Shareholders informed of developments.

Connection of the site to the Mozambique national power supply has been agreed with the supplier with a completion currently forecast (by the Board) in the next few weeks. This should provide significant improvement both in terms of cost savings (estimated at >$1.5million annually) and reliability compared with the existing diesel generators.

A potential saving (estimated at around $1.0million annually) in distribution costs may be realised by changing the transport route of the concentrate to the customer, avoiding costly overland transport to the port of Walvis Bay in Namibia. This is a consequence of legislative changes and is being tested for its long term viability.

Samples of the ore body will be taken and independently assayed to verify the ore body and to reconfirm the viability of resurrecting production. The existing main processing plant design is to be tested under lab conditions to confirm its fitness for purpose before checking, restoring, testing and restarting the plant.

Enhancement options to the existing process plant are being examined and costed to reduce process losses and/or recycle the 40% of the material previously put to waste as "oversize" (>1.7mm) for the current plant. Samples of the output concentrate have been sent for testing to a third party for potentially cheaper and more efficient final processing than the existing process. A survey of the mine will be carried out, provided the appropriate financing can be obtained, assessing the material volumes extracted, providing a firm starting point for updating of the pit optimisation and resulting mine plan, to enable the pit to be restructured back to the extraction plan for safe and efficient working.

The Board believes the Company is well placed compared to its competitors in terms of developing its tantalum assets, despite its historic poor performance. Although the Marropino mine is currently on a care and maintenance basis, so is the Talison mine (historically the world's largest tantalum producer) in Australia, while the Commerce Resources and MDN Inc projects in Canada and the Adu Dabbab and Nuweibi projects in Egypt are all at a less advanced stage of development than Marropino. Noventa has estimated ore resources of 19million lbs Ta2O5 (Source: SRK Consulting (South Africa) (Pty) Ltd Independent Competent Persons Report dated 15 March 2007, included in the Company's AIM Admission Document dated 15 March 2007) distributed across three deposits. Since January 2007, a total of 218,000 lbs of Ta2O5 concentrate has been sold from its main operation at Marropino. Although the mine is on care and maintenance at present, with appropriate financing, the Board believes a restart could be achieved within five months.

The intention is to keep the company public and proceed if possible with the re-opening of existing operations with the defects rectified, necessary enhancements implemented and strict management controls.

The Board of Directors, the Management and I believe that our mission is to restore shareholder value, and that the Company should be a low cost producer of Tantalum, with a significant value added. This of course is dependent on successful funding, and the company's ability to restart production with an attention to detail to ensure where possible that the process delivers the tantalum concentrate at economical production level and recovery rate.

Eric Kohn TD

Chairman

Noventa Ltd

For further information please contact:

Eric F. Kohn TD

Chairman

Noventa Limited

+41 22 8500560

+41 79 5030150

www.noventa.net

Nick Harriss/Emily Morgan

Blomfield Corporate Finance Limited (Nomad)

+44 20 7489 4500

Daniel Briggs

Religare Hichens, Harrison plc (Broker)

+44 20 7382 7776

Noventa Limited

Consolidated statements of comprehensive income

for the six months ended 30 June

Six months ended Six months ended Year ended
30 June 2009 30 June 2008 31 December 2008
US$000 US$000 US$000

Revenue : Tantalum concentrate 1,923 1,599 6,903
Revenue : Morganite 281 458 1,120
Total revenue 2,204 2,057 8,023
Cost of sales (5,708) (5,884) (15,909)
(3,504) (3,827) (7,886)

Administrative expenses (1,720) (2,749) (4,501)
Impairment of property, plant - - (2,443)

& equipment
Exploration and evaluation (3) - (19)

expenses
Loss on disposal of property, (10) - (141)

plant and equipment
Operating loss (5,237) (6,576) (14,990)

Finance income 307 120 275
Finance expense (113) (313) (771)
Loss before taxation (5,043) (6,769) (15,486)

Taxation - - (7,088)
Loss for the period (5,043) (6,769) (22,574)

Other comprehensive income
Foreign currency translation (183) 82 219

differences for foreign operations
Total comprehensive income for (5,226) (6,687) (22,355)

the period

Noventa Limited

Consolidated statement of financial position

as at 30 June

30 June 30 June 31 December 2008

US$000 US$000 US$000

Property, plant and equipment 4,542 9,782 4,852
Intangible assets 1,694 1,772 1,733
Deferred tax asset - 7,088 -
Total non-current assets 6,236 18,642 6,585

Inventory 654 1,315 863
Trade and other receivables 2,679 2,413 3,997
Cash and cash equivalents 797 5,023 2,540
Total current assets 4,130 8,751 7,400

Total assets 10,366 27,393 13,985

Share capital 32 30 32
Share premium 42,876 39,882 42,876
Convertible loan note 4,987 3,000 1,987
Merger reserve 8,858 8,858 8,858
Share incentive reserve 548 530 479
Translation reserve 31 77 214
Retained losses (49,772) (28,924) (44,729)

Total equity 7,560 23,453 9,717

Liabilities
Provisions 245 240 245
Total non-current liabilities 245 240 245

Other interest-bearing loans and - 1,286 59

borrowings
Trade and other payables 2,561 2,414 3,964
Total current liabilities 2,561 3,700 4,023

Total liabilities 2,806 3,940 4,268

Total equity and liabilities 10,366 27,393 13,985

Noventa Limited Consolidated statement of cash flows for the six months ended 30 June
Six months ended Six months ended Year ended
30 June 2009 30 June 2008 31 December 2008
US$000 US$000 US$000

Cash flows from operating activities
Loss for the period (5,043) (6,769) (22,574)

Adjustments for:
Depreciation 637 888 3,737
Impairment of property, plant - - 2,443

and equipment
Loss on disposal of property, 10 - 141

plant and equipment
Amortisation 39 39 78
Employee share incentive 69 256 205

expense
Foreign exchange (gain) loss (183) 82 219
Finance expense 71 - 106
Finance income (1) (41) (79)
Taxation - - 7,088
Operating loss before changes (4,401) (5,545) (8,636)

in working capital and provisions
Decrease (increase) in trade 1,318 (556) (2,140)

and other receivables
Decrease (increase) in 209 (453) (1)

inventory
(Decrease) increase in trade (1,403) (162) 1,388

and other payables
Increase in provisions - 6 11
Net cash outflow from (4,277) (6,710) (9,378)

operating activities Cash flows from investing activities
Interest (paid) received (70) 41 (27)
Proceeds from sale of - - -
property, plant and equipment -
Acquisition of property, plant (337) (403) (906)

and equipment
Net cash outflow from (407) (362) (933)

investing activities Cash flow from financing activities
(Repayment) proceeds from new (59) 1,286 59

loans
Proceeds from new convertible 3,000 3,000 1,987

loan note
Proceeds from the issue of new - 6,020 9,021

shares
Share issue expenses - (356) (361)
Net cash inflow from financing 2,941 9,950 10,706

activities
Net increase in cash and cash (1,743) 2,878 395

equivalents
Cash and cash equivalents at 2,540 2,145 2,145

beginning of the period
Cash and cash equivalents at 797 5,023 2,540

end of the period

Noventa Limited

Consolidated statement of changes in equity

for the six months ended 30 June 2009

Convertible loan Share incentive
Share Share premium note Merger reserve Translation Retained Total
capital Reserve reserve income
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
Balance at 1 January 2008 32 42,876 1,987 8,858 479 214 (44,729) 9,717

Total comprehensive income for the period
Loss for the period - - - - - - (5,043) (5,043)

Other comprehensive income
Foreign currency translation - - - - - (183) - (183)

differences
Share-based incentive expense - - - - 69 - - 69
Issue of convertible loan note - - 3,000 - - - - 3,000

for cash
Total other comprehensive - - 3,000 - 69 (183) - 2,886

income
Total comprehensive income for 32 42,876 4,987 8,858 548 31 (49,772) 7,560

the period

Notes to the Financial Statements

1. Basis of preparation

The financial statements in this announcement have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("Adopted IFRSs") and approved by the Directors. The Company has adopted IFRS 1 (i.e. Presentation of Financial Statements) that came into effect 1 January 2009. The accounting policies contained in the 2008 Annual Report have been applied in the preparation of these financial statements. The interim report has been prepared on the basis of recognition and measurement requirements of adopted IFRSs but do not contain all disclosures required by IFRSs for annual financial statements.

The financial statements for the year ended 31 December 2008 are audited. The auditor's report dated 29 June 2009 was unqualified but contained a reference to the going concern disclosures set out in the Directors' Report and note 2 of those financial statements. The financial statements for the six months ended 30 June 2008 and 30 June 2009 are unaudited.

Going concern

The global financial and economic crisis has had a significant impact on the availability and cost of raising new capital i.e. either in the form of debt or equity. With the group's operations having been placed on care and maintenance on 31 May 2009, the Group only has limited cash resources to cover operational overheads.

The Company has recently undertaken a fund raising programme which has resulted in the placing of £400,000 of unquoted zero coupon convertible loan notes ("Loan Notes") and 8,750,000 new ordinary shares at a price of 4 pence per share ("Conditional Placing Shares") raising a further £350,000 before expenses.

The Company has also decided to make an open offer to qualifying shareholders to subscribe for up to 53,058,880 new ordinary shares and expects to raise up to £2,122,355 (before expenses). Further details of the fund raising activities are contained in Note 5 of this announcement.

The current fund raising programme is required to meet the Group's immediate working capital requirements and should give the Company sufficient funds for the Group to continue to trade until the first quarter of 2010, at which time the Board believes that the Company will require a further injection of funds in order to implement the preferred option for the future and to significantly expand capacity (including the possible development of one or more of its other properties) and sustainability of the business. If this future capital raising proceeds, it is likely to be significantly larger than this current offer and will probably consist of a mixture of new equity and debt. The Loan Notes, the Conditional Placing Shares and the Placing and Open Offer are subject to a number of conditions, including the passing of certain resolutions at the EGM. If the resolutions are not passed, the Loan Notes, the Conditional Placing Shares and the Placing and Open Offer will fail and it is likely that the Group will be unable to continue to trade.

While there is no certainty that the necessary funding will be raised, the Board is reasonably confident that the required funding can be secured. The Board recognises that there is a material uncertainty as to whether the necessary funding will be secured and/or the applicable resolutions will be passed at the EGM.

Despite this uncertainty, the company financial statements have been prepared on the going concern basis; therefore the financial statements do not include any adjustments that would result from the basis of preparation being inappropriate. If the going concern assumption was not appropriate, certain assets would need to be written down and liabilities not recognised in the balance sheet may crystallise.

2. Loss per share:

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary in issue during the reporting period. There is no difference between the diluted loss per share and the basic loss per share presented.
Shares in Weighted average in issue
issue
No. No.

Calculation of weighted average
number of shares in issue
At 1 January 2008 33,134,648 33,134,648
Shares issued on conversion of loan 1,522,843 732,296
notes
New shares issued on private 3,045,685 1,797,435
placement
At 31 December 2008 (i) 37,703,176 35,664,379

At 1 January 2009 37,703,176 37,703,176
Shares issued on conversion of loan - -
notes
At 30 June 2009(i) 37,703,176 37,703,176
(i) excludes 1,743,928 shares issued to the Noventa EBT

Six months ended Six months ended Year ended
30 June 2009 30 June 2008 31 December

US$000 US$000 US$000
The losses used in the
calculations are :
Loss attributable to (5,043) (6,769) (22,574)
shareholders
Basic loss per share : (5,043) (6,769) (22,574)
Effect of dilutive - - -
securities
Diluted loss per share (5,043) (6,769) (22,574)
:
Basic loss per share (13) (20) (63)
(US cent)
Diluted loss per share (13) (20) (63)
(US cent)

3. Movement in shareholders' equity

On 15 December 2008 the Company raised $5 million from existing substantial shareholders, in the form of a zero coupon convertible unsecured loan note ("Convertibles"). An issue of US$4,200,000 of zero coupon convertible loan notes to Highland African Mining Limited ("HAVL") (the Company's major shareholder) was subscribed for in two separate tranches i.e. US$1,200,000 on 15 December 2008 and US$3,000,000 on 26 January 2009. A further issue of US$800,000 of zero coupon convertible loan notes was made and subscribed for by BlackRock World Mining Trust plc on 15 December 2008.

The proceeds from the Convertibles were used to fund additional working capital and operational costs as a consequence of the delays experienced in ramping up production to targeted levels.

4. Pre-shipment finance facility

The bankers providing the pre-shipment finance facility gave notice in April 2009 that the facility would no longer be available. This is despite Noventa complying with all covenants.

5. Subsequent events

Issue of Convertible Loan Notes & Conditional Placing of Shares

The Company has placed £400,000 of unquoted zero coupon convertible loan notes (the "Loan Notes"), raising £400,000 before expenses. The Loan Notes will be converted into 10,000,000 new ordinary shares of £0.0004 each in the Company ("Ordinary Shares"), a conversion price of 4p per share, conditional on the passing of certain resolutions at the extraordinary general meeting of the Company ("EGM") that will be called shortly. Subscribers for the Loan Notes will be issued with one warrant to subscribe for new Ordinary Shares for every two Ordinary Shares they will hold post conversion, with an exercise price of 18p per share and a life of 18 months.

The Company has also placed 8,750,000 new Ordinary Shares at a price of 4 pence per share, (the "Conditional Placing Shares") raising a further £350,000 before expenses, conditional on the passing of certain resolutions at the EGM and the Conditional Placing Shares being admitted to trading on AIM. Subscribers for the Conditional Placing Shares will be issued with one warrant to subscribe for new Ordinary Shares for every two Ordinary Shares they will hold post conversion, with an exercise price of 18p per share and a life of 18 months.

The amount raised net of expenses through the issue of the Loan Notes and the Conditional Placing of Shares will be £696,600.

Following the issue of the Loan Notes and the conditional Placing of Shares, and assuming the requisite resolutions are passed at the EGM, the Company's total issued ordinary share capital will be 61,197,104 Ordinary Shares.

Placing and Open Offer

In addition to the above, the Company has decided to make an Open Offer to Qualifying Shareholders to subscribe for up to 53,058,880 New Ordinary Shares on the basis of 5 Offer Shares for every 4 Existing Ordinary Shares at the Offer Price, payable in full on acceptance.

The Company expects to raise up to £2,122,355 ($3,467,928) (before expenses) from the Placing and Open Offer. The net proceeds will be used to provide the Group with additional working capital.

The Placing and Open Offer are conditional, inter alia, upon the Placing and Open Offer Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms and on all of the Resolutions being passed at the EGM

Further details can be found in the separate announcement entitled "Issue of Convertible Loan Notes and Conditional Placing of Shares, Placing & Open Offer of Shares, Circular to Shareholders and EGM".

This information is provided by RNS The company news service from the London Stock Exchange

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