Issue of Convertible Preference Shares

Noventa Limited

("Noventa" or the "Company")

Placing of Convertible Preference Shares to raise $11.4 million 

21 March 2011

Noventa (AIM:NVTA TSX:NTA), the Mozambican miner and producer of tantalum concentrate, announces a placing of 2,703,750 new convertible redeemable preference shares ("Convertible Preference Shares" or "CPS") with institutional and other investors at a price of US$4.218 per CPS, (the "Issue Price") raising gross proceeds of US$11,404,418 (approximately £7.05 million), approximately US$10,62 million (£6.56 million) net of expenses (the "Placing").

The net proceeds of the Placing will be applied to fund equipment, installation and infrastructure, engineering, procurement, construction and management ("EPCM") costs and indirect construction costs at its flagship Marropino mine and for general working capital purposes. As a result of the Placing, the Company's strategy, as announced on 10 June 2010 (and subsequently amended on 15 December 2010), is now fully financed.

Details of the Convertible Preference Shares and the Placing

The Convertible Preference Shares have a nominal value of £1.00 each and carry an annual coupon of 10% of the Issue Price, payable quarterly in arrears. Each CPS is convertible at any time at the shareholder's request into one ordinary share of 0.8p in Noventa (an "Ordinary Share"). The Issue Price of the CPS has been calculated as a 25% conversion premium to the mid market closing price of 210.5p for the Ordinary Shares on AIM on 16 March 2011, applying the £/US$ exchange rate of 1:1.6031 as published in the Financial Times on 17 March 2011.

The CPS are redeemable at a minimum of the Issue Price. The Company may give notice of redemption at any date after 11 October 2012. The CPS will be mandatorily redeemed on 11 April 2016. The CPS would represent 9.36 per cent. of the Company's enlarged issued Ordinary Share capital (as enlarged by the theoretical conversion of all the CPS) if fully converted at today's date.

The Placing is conditional, inter alia, on admission of the CPS to trading on the PLUS Quoted Market operated by PLUS Markets plc ("PLUS"). Application will be made for the CPS to be admitted to trading on PLUS. It is expected that admission of the Placing Shares to PLUS ("Admission") will take place and that trading in the same will commence at 8:00 a.m. on Monday 11 April 2011. An application will be made to concurrently admit the Company's Ordinary Shares to trading on PLUS.

The Placing has been led by Canaccord Genuity Limited ("Canaccord") with funds also being raised by Religare Capital Markets plc ("Religare Capital Markets").

Use of Placing Proceeds

The net proceeds of the Placing will be utilised as follows:

·; to fund the EPCM contract, capital expenditure and construction costs in relation to the proposed upgrade in the processing plant capacity at Marropino to over 600,000lbs per annum of Ta2O5 with ramp up scheduled to begin in Q4 2011 with an anticipated all in cost of circa $37.23/lb (based on achieving steady state production levels and recovery rates as detailed in the Company's Technical Report announced on 19 October 2010); and

·; to provide the Company with additional working capital.

Debt Funding

Following the Placing, the Company will no longer require the debt funding described in the announcement released on 15 December 2010, and will not be proceeding further with its application for this funding. Having considered the two options in detail, the board of directors (the "Directors") believes the CPS issue to be in the best interests of the Company and its shareholders.

Related Party Transactions

Barons Financial Services (UK) Limited, ("BFSUK") a company authorised and regulated by the Financial Services Authority acted as a sub-agent on behalf of Religare Capital Markets during this fundraising, for which it will receive a net commission share of US$122,032 and 27,583 warrants at a subscription price of 210.5p pence per Ordinary Share, exercisable up until 18 months from the date of Admission. BFSUK, in which Mr. Kohn has a beneficial interest through its Swiss parent company, is a Related Party as defined under the AIM Rules for Companies. The independent directors of the Company (being all directors other than Mr. Kohn), who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of these arrangements with BFSUK, to be fair and reasonable insofar as shareholders are concerned.

Mr R.J. Fleming, a Substantial Shareholder and Related Party of the Company for the purposes of the AIM Rules for Companies, has agreed to subscribe for 37,930 CPS pursuant to the Placing. The Directors, who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of this subscription to be fair and reasonable insofar as shareholders are concerned.

Fleming Family & Partners, a Substantial Shareholder and Related Party of the Company for the purposes of the AIM Rules for Companies, has agreed to subscribe for 56,900 CPS pursuant to the Placing. The Directors, who have consulted with Religare Capital Markets (UK) Limited, the Company's AIM nominated adviser, believe the terms of this subscription to be fair and reasonable insofar as shareholders are concerned.

Additional issue of warrants

In connection with the Placing and in addition to the warrants to be issued to BFSUK described above, the Company has agreed to issue a further 141,402 warrants split as to 42,400 warrants to Religare Capital Markets and 99,002 warrants to Canaccord (or their respective nominees) to subscribe for new Ordinary Shares at a price of 210.5 pence per Ordinary Share, exercisable at any time up until 18 months from the date of Admission.

Eric Kohn, Chairman of Noventa, commented:

"The success of the Placing reflects the trust of the shareholders in the management of Noventa and the project. The management team and I will do everything possible to respond to this trust and work hard to achieve the speedy commissioning of the upgraded processing plant at the Marropino mine and reaching our targeted tantalum production rate of over 600,000lbs per annum."

Additional Information

Panta Holdings BV ("Panta") currently holds 1,068,395 Ordinary Shares in the Company, equivalent to 4.16% of the Company's issued ordinary share capital. On Admission, Panta will also hold 355,620 CPS and warrants to subscribe for 38,461 new Ordinary Shares which if respectively were fully converted and exercised would result in Panta holding 1,462,476 Ordinary Shares in the Company, equivalent to 5.61% of the Company's enlarged (as enlarged by the theoretical conversion of the CPS and exercise of warrants in which Panta has an interest) issued ordinary share capital.

Highland African Ventures Limited ("HAV") currently holds 3,968,653 Ordinary Shares in the Company, equivalent to 15.44% of the Company's issued ordinary share capital. HAV 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 HAV, in 4,460,156 Ordinary Shares (17.36% of the Company's issued ordinary share capital). On Admission, Fleming Family & Partners Liechtenstein will also have an interest in 56,900 CPS which if fully converted would result in Fleming Family & Partners Liechtenstein having an interest in 4,517,056 Ordinary Shares in the Company, equivalent to 17.54% of the Company's enlarged (as enlarged by the theoretical conversion of the CPS in which Fleming Family & Partners Liechtenstein has an interest) issued ordinary share capital. Mr. R J Fleming has an interest, including through HAV, in a total of 4,260,156 Ordinary Shares (16.58% of the Company's issued ordinary share capital). On Admission, Mr. R J Fleming will also have an interest in 37,930 CPS which if fully converted would result in Mr. R J Fleming having an interest in 4,298,086 Ordinary Shares in the Company, equivalent to 16.70% of the Company's enlarged (as enlarged by the theoretical conversion of the CPS in which Mr. R J Fleming has an interest) issued ordinary share capital.

On Admission, the Company will have 25,696,951 Ordinary Shares and 2,703,750 Convertible Preference Shares in issue. Following the issue of all of the 497,658 Additional Subscription Shares (as defined in the Company's 'Issue of Equity' announcement of 3 September 2010, and adjusted for the 20:1 share consolidation approved at the Company's 2011 AGM) the Company will have 26,194,609 Ordinary Shares and 2,703,750 Convertible Preference Shares in issue. The Company does not hold any Ordinary or Convertible Preference Shares in treasury.

For further information please contact:

Eric F. Kohn TD

Chairman

Noventa Limited

+41 22 8500560

+41 79 5030150

www.noventa.net

Nick Harriss/Emily Staples

Religare Capital Markets (UK) Limited (Nominated Adviser)

+44 20 7444 0800

Andrew Chubb/Kit Stephenson

Canaccord Genuity Limited (Broker)+44 20 7050 6500

Daniel BriggsReligare Capital Markets plc (Broker)+44 20 7444 0500

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained or incorporated by reference in this release, including any information as to the Noventa's strategy, projects, plans, prospects, future outlook, anticipated events or results or future financial or operating performance, constitutes "forward-looking statements" within the meaning of Canadian securities laws. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements can often, but not always, be identified by the use of words such as "plans", "expects", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "predicts", "potential", "continue" or "believes", or variations (including negative variations) of such words; or statements that certain actions, events or results "may", "could", "would", "should", "might", "potential to", or "will" be taken, occur or be achieved or other similar expressions concerning matters that are not historical facts. Readers are cautioned that forward-looking statements are not guarantees of future performance. All of the forward-looking statements made or incorporated in this press release are qualified by these cautionary statements.

Forward-looking statements are necessarily based on a number of factors, estimates and assumptions that, while considered reasonable by Noventa as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are also cautioned that forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Noventa to differ materially from those expressed or implied in the forward-looking statements. Certain of these risks and uncertainties are described in more detail in Noventa's Annual Information Form dated March 15, 2010, which is available on SEDAR at www.sedar.com.

Although Noventa has attempted to identify statements containing important factors that could cause actual actions, event or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this document based on the opinions and estimates of management on the date statements containing such forward looking information are made, and Noventa disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward looking information.

QUALIFIED PERSONS

The previously announced scientific information related to the Marropino mine included in this release were reviewed and approved by Donald H. Hains and Mark Mounde (each a Qualified Person under National Instrument 43-101 - Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ("NI 43-101")) and documented in the Technical Report on the Marropino Project and Associated Properties, Zambezia Province, Mozambique dated September 27 2010.