| Thu 2 Aug 2007, 15:02 | | DMR - Diamond Core Resources Limited - Proposed me |
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DMR
DMR
DMR - Diamond Core Resources Limited - Proposed merger of BRC Diamond and
Diamond Core Resources receives significant shareholder support
DIAMOND CORE RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/013468/06)
Share code: DMR ISIN Number: ZAE000076956
PROPOSED MERGER OF BRC DIAMOND AND DIAMOND CORE RESOURCES RECEIVES
SIGNIFICANT SHAREHOLDER SUPPORT
BRC Diamond Corporation ("BRC") and Diamond Core Resources Limited
("Diamond Core") are pleased to announce that the proposed merger of their
two businesses (the "Merger"), as announced on July 5, 2007, is progressing
well.
Both companies are preparing documentation in respect of the Merger,
including that related to the scheme of arrangement in South Africa as well
as appropriate regulatory applications. This includes technical reports
related to each of the company`s properties and pro forma financial
information. A reciprocal due diligence process is also continuing.
Management of both BRC and Diamond Core have visited with a select number
of Diamond Core institutional shareholders, in accordance with guidance and
rules established by the Securities Regulation Panel in South Africa, to
seek their support for the transaction, which was a pre-condition as set
out in the pre-merger agreement. These meetings have resulted in BRC
receiving irrevocable commitments of support in favour of the Merger from
shareholders which represents a total of approximately 52% of the current
Diamond Core shares outstanding. In addition, the directors of Diamond
Core, who beneficially hold approximately 3.7% of the current Diamond Core
shares outstanding, have agreed to recommend the Merger to Diamond Core`s
shareholders, subject to their fiduciary obligations and the receipt of a
favourable fair and reasonable opinion.
Mike de Wit, President and CEO of BRC, said "The support of Diamond Core`s
shareholders is a real vote of confidence for the Merger and confirms that
these institutions share our belief in the opportunity and value that is
expected to be created by a combined business going forward." Theo
Botoulas, CEO of Diamond Core, added "I am appreciative of the strong
support shown by our shareholders in sharing our vision of constructing a
strong, dynamic and sustainable diamond company. This now allows our teams
to focus on completing documentation and advancing the transaction, while
Mike and I get on with the business of developing our plans for the new BRC
DiamondCore."
Neither this announcement nor the agreements entered into with shareholders
constitute a firm obligation to complete the Merger or a firm intention on
the part of BRC to make any offer to the shareholders of Diamond Core.
About BRC
BRC is a Canadian-based diamond exploration company active principally in
the DRC. Led by a management team with extensive experience in the
Democratic Republic of Congo ("DRC"), BRC was one of the first companies to
identify emerging diamond opportunities in the DRC and today has a
commanding land position, directly controlling approximately 8,458 square
kilometres and retaining a further 10,922 square kilometres through option
agreements on three separate exploration properties. These properties are
located in some of the most prospective diamond regions of the country.
Banro Corporation, BRC`s largest shareholder with a 27.5% interest in BRC,
is a mineral exploration company focused on the DRC. BRC is listed on the
TSX Venture Exchange under the ticker "BRC".
About Diamond Core
The objectives of the South African-based Diamond Core group of companies
are to conduct systematic greenfields diamond exploration programs and to
bring to account economically viable diamond discoveries, which result from
the exploration programmes, as well as through the acquisition of assets
considered uneconomic or marginal by others and which are value-accretive
to shareholders. Diamond Core believes these assets can successfully be
brought to account using its technical skills, entrepreneurial spirit and
low cost operating structure. Diamond Core is focused on, and currently
active in, the Northern Cape Province of South Africa. Diamond Core is
actively involved in two kimberlite exploration projects, the Paardeberg
East Project, situated 40 km west of Kimberley, and the Skeyfontein JV,
located some 20 km south east of the town of Postmasburg. Through its
acquisition of Samadi Resources (SA) (Pty) Ltd., Diamond Core has a suite
of three alluvial projects: Silverstreams, Uitdraai and the De Kalk
Project. Diamond Core also has a suite of five applications with the
Department of Minerals and Energy Affairs for additional prospecting rights
in the Northern Cape Province.
For further information or enquiries, please contact Theo Botoulas on
+(27)828522150 or on +(27)117064888.
02 August 2007
Johannesburg
Sponsor
River Group
Date: 02/08/2007 15:02:09 Produced by the JSE SENS Department.
