EXMIN Resources Inc. ("EXMIN") (TSX-V:
EXM -
News) and Dia Bras Exploration Inc. ("Dia Bras") (TSX-V:
DIB -
News) are pleased to announce that they have entered into a binding heads of agreement pursuant to which Dia Bras will acquire all of the outstanding common shares of EXMIN in exchange for common shares of Dia Bras by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Acquisition").
Pursuant to the Acquisition, Dia Bras will acquire all of the outstanding common shares of EXMIN at an agreed exchange ratio of 0.2209 Dia Bras common shares for each EXMIN common share, based on the current number of Dia Bras common shares and EXMIN common shares outstanding. This represents approximately a 17.8% premium to EXMIN shareholders based on the 15-day volume weighted average trading price of both companies' common shares on the TSX-V as of the close of markets on July 16, 2009 and approximately a 32.5% premium over the closing price of EXMIN's common shares on the TSX-V on July 16, 2009.
Upon completion of the Acquisition, EXMIN shareholders will hold approximately 7% of the Dia Bras common shares based on current numbers.
Karl J. Boltz, Co-Founding President and CEO of EXMIN, stated, "Upon approval by our directors, shareholders and the exchange, the merger of EXMIN with Dia Bras will immediately create a new company with producing assets and a portfolio of exploration projects with potential for significant discoveries. The combined company will have a newly created exploration division that has the ability to finance its projects through development to production. I believe that the collective shareholders will benefit greatly from the powerful synergies that will be created."
The agreement provides that EXMIN must grant to Dia Bras, in the definitive arrangement agreement regarding the Acquisition to be entered into between Dia Bras and EXMIN (the "Agreement"), an irrevocable option to purchase (the "Concession Option") all of EXMIN's direct or indirect right, title and interest in and to the concessions comprising EXMIN's Reyna de Oro (including EXMIN's 25% indirect interest in the Reyna de Oro Mine and the option to acquire the remaining 75% interest) and Batopilas projects (collectively, the "Concessions") located in Chihuahua State, Mexico following the occurrence of an "Option Event", subject to certain terms and conditions, including payment by Dia Bras to EXMIN of US$100,000. An "Option Event" will occur where the Agreement is terminated in any of the following circumstances: (a) where the board of directors of EXMIN shall have withdrawn or modified in a manner adverse to Dia Bras its approval or recommendation of the Acquisition, or the board of directors of EXMIN shall have approved or recommended an alternative transaction; (b) where EXMIN terminates the Agreement in order to enter into an agreement in respect of a superior proposal; (c) where the required EXMIN securityholder approval at the EXMIN securityholder meeting (the "EXMIN Meeting") is not obtained and EXMIN enters into an agreement with respect to an alternative transaction that was announced or made and not withdrawn prior to the EXMIN Meeting; or (d) the EXMIN Meeting is not held by September 18, 2009, or there is an intentional breach of the covenants in the Agreement by EXMIN, or if the Acquisition has not closed by November 15, 2009.
The Acquisition is subject to the execution of definitive documentation, approval by EXMIN securityholders, regulatory and court approvals, and other customary closing conditions.
About Dia Bras
Dia Bras is a Canadian exploration mining company focused on precious and base metals in the State of Chihuahua, in northern Mexico. The Company is committed to developing and adding value to its assets - the Bolivar copper-zinc project and the Cusi silver mining camp. The Company trades on the TSX Venture Exchange under the symbol "DIB".
About EXMIN
EXMIN Resources Inc. is currently focused on the exploration and development of precious metal properties of significant merit in the Sierra Madre gold belt of Northwestern Mexico.
Note: EXMIN Resources Inc. (EXMIN) has taken all reasonable care in producing and publishing information contained in this news release. Material in this news release may still contain technical inaccuracies, omissions or typographical errors, for which EXMIN assumes no responsibility. This news release may include certain "forward-looking statements" including but not limited to comments regarding predictions and projections. All statements, other than statements of historical fact, included in this news release, including, without limitation, statements regarding potential mineralization, exploration results, and future plans and objectives of EXMIN, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in documents filed from time to time with the regulatory authorities.
The TSX Venture Exchange has not reviewed this release and does not accept responsibility for the adequacy or accuracy of this news release.