Brazilian Diamonds announces conditional agreement with Origo Partners PLC
Vancouver, Canada – April 14, 2011 – Brazilian Diamonds Limited (TSX.V: BZD) (the “Company”) is pleased to announce that it has entered into a conditional agreement (the “Agreement”) dated April 14, 2011 with Origo Partners PLC (“Origo”), a London Stock Exchange AIM-listed private equity (“PE”) investment company focused on growth opportunities created by the urbanization and industrialization of China, to acquire Origo’s interests in Kincora Group Limited (“Kincora”), a closely held private company, incorporated in the British Virgin Islands, the principal asset of which is the Bronze Fox copper/gold project in Mongolia (the “Bronze Fox Project”).
Under the terms of the Agreement the Company will acquire Origo’s 25% interest in Kincora (the “25% Interest”) and will have assigned to it Origo’s rights to acquire a further 50% interest in Kincora (the “Assignment”) by paying US$6,000,000 and incurring US$6,000,000 in exploration expenditures on the Bronze Fox Project. As consideration for the 25% Interest and the Assignment the Company is to issue Origo such number of shares as shall cause Origo to hold between 40% and 45% of the fully diluted share capital of the Company following the Completion Financing (as hereinafter defined). The actual percentage will be determined based on the amount of the Completion Financing and will range from 40% in circumstances where CDN$15,000,000 or greater is raised to 45% if the minimum of CDN$12,500,000 is raised. Concurrent with the Closing of the transactions contemplated herein the board of directors of the Company is to be reconstituted so as to comprise 2 nominees of the Company, 2 nominees of Origo and 1 independent director selected jointly by the Company and Origo. The transaction will constitute a “reverse takeover” under the policies of the TSX Venture Exchange (“RTO”).
The Bronze Fox Project is located approximately 140km to the northeast of the world-class Oyu-Tolgoi copper/gold project. The project sits within a 14km long, northwest oriented corridor of alteration and mineralisation which is associated with two monzodiorite-granodiorite intrusive centres, one of which lies in the licence area (“Bronze Fox Intrusive Complex”). Mineralisation has been observed in rock chip samples in a zone stretching 50km to the north. The Tsagaan Survarga copper deposit lies approximately 40 km to the southeast.
The licence has been subject to a significant amount of exploration. The licence was initially explored by Soviet Union geologists and Mongolian prospectors; the project was then explored by Ivanhoe Mines Ltd. in the early 2000’s. Ivanhoe Mines Ltd. focused on the Bronze Fox Intrusive Complex and carried out mapping, stream sediment, soil and rock chip sampling, magnetic and induced polarisation (IP) geophysical surveys, and drilling of selective targets.
The Bronze Fox Project is between an early and advanced stage of exploration and additional work is required to gauge the extent of economic mineralisation on the licence area, in particular first pass resource estimation needs to be completed.
Completion of the transactions detailed herein is subject to the Company raising a minimum of CDN$12,500,000 and a maximum of CDN$15,000,000 by way of private placement on terms to be agreed upon between the Company and Origo (the “Completion Financing”).
The Company has agreed to pay Ocean Equities Ltd. (“Ocean”) a finder’s fee in connection with the transactions detailed herein. In this regard the Company will issue Ocean such number of share purchase warrants as shall be equal to 2% of the shares issued to Origo, said warrants to have a term of 3 years and an exercise price equal to the pricing of the Completion Financing.
In addition to the Completion Financing the Company proposes to effect a private placement of 16,655,924 shares at a price of C$0.10 per share so as to provide monies to fund the costs of pursuing the transactions contemplated herein and to retire the existing indebtedness of the Company.
Completion of the transactions detailed herein is subject to a number of conditions, including TSX Venture Exchange acceptance and Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Haywood Securities Inc. (“Haywood”) has been retained by the Company to act as sponsor in accordance with the policies of the TSX Venture Exchange. Subject to completion of satisfactory due diligence, Haywood has agreed to act as sponsor to the Company in connection with the transactions. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transactions or the likelihood of completion.
Mr. Warren Woodhouse of Micromine Pty Ltd. is the Qualified Person who prepared the information that forms the basis for the scientific and technical information contained in this news release. Mr. Woodhouse is independent of the Company.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information contact:
Stephen Fabian, President & CEO
Tel: +55 31 9186 4660 or
+ 33 6439 10649