RE: NEWS2007-12-11 17:00 ET - News Release
Mr. Harry Lappa reports
ICIENA ENTERS INTO AN AMENDED AGREEMENT TO ACQUIRE DIAMOND PROPERTY IN BRAZIL
Iciena Ventures Inc. has, further to the company's new releases in Stockwatch dated May 11, 2007, and June 26, 2007, entered into an amended and restated property purchase and operating agreement to acquire an 80-per-cent interest in certain Brazilian mineral exploration concessions which collectively comprise the Botavi diamond project. The claims are located in north-central Mato Gross state, Brazil, and are contiguous to approximately 152,000 hectares of mineral claims that Iciena already holds.
Iciena currently owns a 20-per-cent interest in the claims which were acquired in 2002. The remaining interests in the claims will be acquired from 0787522 BC Ltd., a private company incorporated in British Columbia, and Mineradora Bravo Cavalo Ltda., a private company incorporated in Brazil. Each of 0787522 and Bravo currently owns a 40-per-cent beneficial interest in the claims.
Pursuant to the terms of the agreement, Iciena is required to issue to each of 0787522 and Bravo five million fully paid and non-assessable shares within 10 business days of receipt of all regulatory approvals therefor. Such shares are subject to a voting trust agreement and each of 0787522 and Bravo are required to vote 2.5 million of their respective shares as Iciena's board of directors may from time to time require. The voting trust agreement terminates on Sept. 30, 2008.
In addition to the share consideration, Iciena is required to spend $2-million in exploration expenditures on or before the second anniversary of the date all regulatory approvals are received.
Iciena has agreed to retain Kel-Ex Development Ltd., a company associated with Dr. Charles Fipke, as operator for the project. In consideration for its obligations as operator, Iciena is required to hold a 10-per-cent interest in the mineral claims comprising the project for Kel-Ex through to commercial production.
This transaction is subject to regulatory approval.