|
Thursday, August 13, 2009
Diamondex and Triex Announce Business Combination
Vancouver,
B.C. -- Diamondex Resources Ltd., TSX-V: DSP ("Diamondex") and
Triex Minerals Corporation, TSX-V: TXM ("Triex") are pleased
to announce joint execution of a binding letter agreement to complete a
business combination (the "Transaction") that has been
unanimously approved by the Boards of Directors of both companies. Diamondex
is also proposing to consolidate its common shares on the basis of one
post-consolidation share for every ten pre-consolidation common shares.
Under the agreement, Diamondex and Triex have agreed, through their
respective special committees comprised of independent directors (the
"Special Committees") in consultation with their respective
financial advisors, that the Transaction will be conducted on the basis of
8.5 pre-consolidation common shares of Diamondex for each common share of
Triex. This represents a 95% premium to Triex shareholders based on the
20-day volume-weighted average share price of both companies' common shares
on the TSX Venture Exchange up to and including August 11, 2009.
The parties have agreed to immediately negotiate a definitive agreement
(the "Definitive Agreement"), incorporating the terms of the
binding letter agreement and other terms and conditions customary for
transactions of this nature. It is expected that the Definitive Agreement
will be entered into in approximately two weeks' time. The Transaction,
which is subject to acceptance by the TSX Venture Exchange and shareholder
approval, is expected to close in mid-October 2009. Upon closing Triex
shareholders will hold approximately 48% of the combined company
("Newco").
TRANSACTION RATIONALE
The proposed Transaction will provide tangible benefits for the shareholders
of both companies. These benefits include a more diversified property
portfolio with respect to both commodity focus and mineral exploration
districts and a strengthened group of officers and directors mandated to
advance the companies' properties and aggressively seek out new
opportunities.
Highlights of the
Transaction include:
- Triex
shareholders will realize a significant premium, 95%, based on the
20-day volume-weighted average share price of both companies.
- Diamondex
shareholders will gain access to working capital.
- Creating
a more diverse, multi-commodity portfolio comprising established
properties located in Ontario, Saskatchewan, Alberta
and northern Canada,
with identified exploration targets focused on base metals, gold,
diamonds and uranium.
- Significant
savings in general and administrative expenses, facilitating more
efficient use of working capital for exploration and acquisition
efforts.
- Newco
will have a stronger management and board.
BOARD
AND MANAGEMENT
Members of the current Diamondex and Triex management teams will form the
nucleus of Newco's management, which will include:
- Randy
Turner as President & CEO;
- Dr.
Michael Gunning, currently President of Triex, as Senior Vice
President, Business Development and Acquisitions
- David
Clarke, Senior Vice President, Exploration; and
- Christopher
Mitchell, CFO of both companies, will continue in that role at Newco.
The Newco Board of Directors will be chaired
by James Eccott (current Chairman of Diamondex), and will include two
individuals who are current directors of Diamondex (James Excell and Mike
Muzylowski), three current directors of Triex (Michael Gunning, Gary
Lindsay and Robert Weicker) and three individuals who are current directors
of both Diamondex and Triex (John McDonald, Hugh Morris and Randy Turner).
TRANSACTION DETAILS
Both companies plan to hold special meetings of shareholders to approve the
Transaction and related matters on or around October 2, 2009. The form of
the Transaction will be determined after due consideration of relevant
legal, tax, regulatory and other matters.
The officers and members of the Board of Directors of both companies have
agreed to support the proposed Transaction and will enter into lockup
agreements comprising approximately 9% of Triex' and 12% of Diamondex'
issued and outstanding shares upon execution of the Definitive Agreement.
Full details of the offer will be included in the Definitive Agreement and
will be described in a management information circular to be filed with the
regulatory authorities and mailed to Triex and Diamondex shareholders in
accordance will applicable securities laws.
The Diamondex Special Committee has engaged Haywood Securities Inc. as its
financial advisor and Anfield Sujir Kennedy & Durno as legal advisor to
Diamondex. The Triex Special Committee has engaged Raymond James Ltd. as
its financial advisor and Gowling Lafleur Henderson LLP as legal advisor to
Triex.
The Transaction is subject to customary conditions, including regulatory
approval, the completion of satisfactory due diligence by each of the
parties, and the parties negotiating and entering into the Definitive
Agreement.
Coincident with the Diamondex shareholders' meeting to vote on the
Transaction, Diamondex shareholders will be asked to approve a one for ten
consolidation and a name change.
Concurrently with entering into the binding letter agreement in respect of
the Transaction, Triex and Diamondex have entered into a loan agreement
with respect to a $500,000 loan from Triex to Diamondex (the "Bridge
Loan") for working capital purposes. The Bridge Loan is repayable by
Diamondex on or before December 31, 2009 together with interest at the rate
of 14% per annum and is secured by a pledge of Diamondex's proprietary
geological database. The terms of the loan were negotiated by the two
Special Committees and is subject to acceptance by the TSX Venture
Exchange.
ABOUT DIAMONDEX
Diamondex was founded as an exploration company focused on the discovery of
primary diamond deposits in Canada.
Through the advancement of original conceptual models and the successful
execution of regional exploration plays, the Company assembled a property
portfolio that, at its peak, exceeded nine million acres. In 2007 the
Company, along with Shore Gold Inc., acquired the option to earn up to a
shared 72.5% interest in the Buffalo Hills Joint Venture in central Alberta, which hosts the third largest kimberlite
field in Canada.
More recently, Diamondex acquired, through staking, 414,000 acres in
the "Ring of Fire" district of northern Ontario,
currently one of the most active exploration districts in Canada. This
extensive land position, which contains numerous geophysical anomalies,
protects a package of supracrustal rocks that potentially host both base
and precious metal deposits.
ABOUT TRIEX
Triex explores for uranium deposits with the potential for low cost
production, located in areas with established infrastructure, in
jurisdictions where permitting is favourable and where government policies
are supportive of uranium exploration and development activities. Its
current portfolio of eleven main properties includes seven properties in
the Athabasca Basin of northwestern Saskatchewan, the world's premier
exploration district for high grade uranium deposits.
FORWARD LOOKING INFORMATION
This news release includes certain forward-looking information concerning
the proposed Transaction. Forward-looking information is frequently
identified by such words as "may", "will",
"plan", "expect", "anticipate",
"estimate", "intend" and similar words referring to
future events and results. Forward-looking information is based on the
current opinions and expectations of management. All forward-looking
information is inherently uncertain and subject to a variety of
assumptions, risks and uncertainties, including the speculative nature of
mineral exploration and development, fluctuating commodity prices,
competitive risks, the availability of financing and risks associated with
business combination transactions, as described in more detail in each of
Triex's and Diamondex's securities filings available at www.sedar.com.
Actual events or results may differ materially from those projected in the
forward-looking information and the reader is
cautioned against placing undue reliance thereon. Neither Triex nor
Diamondex assumes any obligation to revise or update this forward-looking
information, except as required by applicable securities law.
FOR FURTHER INFORMATION
Diamondex Resources Ltd.
For further information, please contact Randy Turner, President of
Diamondex Resources Ltd., at 604-687-6644 or by fax at 604-687-1448, or
visit the Company's website at http://www.diamondexresources.net
Triex Minerals Corporation
For further information, please contact Michael Gunning, President of Triex
Minerals Corporation, at 604-687-6680 or by fax at 604-687-1448, or visit
the Company's website at http://www.triexminerals.com
DIAMONDEX RESOURCES LTD.
"Randy Turner"
Randy C. Turner, President
TRIEX MINERALS CORPORATION
"Michael Gunning"
Michael H. Gunning, President
The TSX Venture Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of the content of this news release.
|