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Thursday, January 31, 2008

Centaurus to acquire Brazilian explorer

Centaurus to acquire Brazilian explorer

Centaurus Resources Limited has entered into an Agreement to acquire San Greal Resources Pty Ltd (San Greal), a company focused on mineral exploration and development in Brazil. Centaurus will acquire 100% of the shares of San Greal and, as part of the acquisition, secure the services of a fully serviced technical, legal and administrative team on the ground in Brazil.

The acquisition of San Greal will give Centaurus immediate access to:

• High quality technical management with a track record of exploration and acquisition success in Brazil over 20 years;

• 12 tenements in Brazil which are prospective for gold and coppergold mineralisation;

• A local team of widely experienced geologists as well as legal and land administration advisors; and

• Exploration office and infrastructure based in the city of Belo Horizonte, centrally located within the world famous mining state of Minas Gerais.

The addition of the San Greal business and exploration team to Centaurus will allow Centaurus shareholders to benefit from, not only the highly prospective tenements held by San Greal but importantly, the opportunity to access future high quality resource opportunities in Brazil.

This transaction represents the foundation for the Company’s intentions to tap into the significant resource potential of Brazil. The strategy will complement the continued exploration and development of Centaurus’ gold and base metal projects in Australia.

The key terms of the Agreement are:

• Centaurus will issue San Greal shareholders three Centaurus shares for every five fully paid ordinary shares they hold in San Greal. The deemed price of each Centaurus share is $0.80, which is approximately equal to the volume weighted average trading price of Centaurus fully paid ordinary shares on the ASX for the 30 trading days prior to 8 October 2007.

• Accordingly, 4,190,000 Centaurus shares will be issued to San Greal shareholders taking the total number of Centaurus shares on issue to 26,623,339.

• Klaus Petersen, a director of San Greal has agreed to enter an exclusive executive employment agreement with Centaurus and Steffen Hagemann has agreed to be a consultant to Centaurus on ordinary commercial terms. They will be issued with 1 million incentive options each to acquire a fully paid ordinary share in the capital of Centaurus. These options, which expire five years from issue, will be exercisable at $0.80 per share with half having a hurdle of $1.50 and the other half $2.50.

• Klaus Petersen has been invited to join the board of Centaurus upon completion of the Agreement.

Completion of the Agreement is subject to due diligence by both parties and obtaining all necessary regulatory and shareholder approvals to complete the acquisition including, without limitation, related party approvals required by virtue of Centaurus directors having interests in San Greal.

 


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