🕐23.10.09 - 00:51 Uhr
Diamondex and Triex Business Combination
=======================================================================
Re: News Release - 2009 - Thursday, October 22, 2009
Diamondex and Triex Business Combination
=======================================================================
Vancouver, B.C.
-- Diamondex Resources Ltd., TSX-V: DSP ("Diamondex")
and Triex Minerals Corporation, TSX-V: TXM ("Triex") are pleased to
announce they have entered into a definitive Arrangement Agreement (the
"Agreement") through which the companies intend to combine (the
"Transaction") by way of a plan of arrangement to create a more
diverse, multi-commodity company with a portfolio of established
exploration properties located in Ontario, Saskatchewan, Alberta and
northern Canada.
The basic terms of the Agreement were jointly announced when the
companies entered into a binding letter of intent on August 13, 2009.
The Transaction and the terms of the Agreement are described in detail
in the joint management information circular that is expected to be
mailed to the shareholders of both companies on October 22, 2009.
The
meetings for both companies shareholders to vote on the Transaction,
originally scheduled for late October, have been rescheduled and now
will be held in the Shuswap Room of the Four Seasons Hotel, 791 Georgia
Street, Vancouver, B.C.
on Thursday, November 19, 2009 at 9:00 am
(Triex) and 11:00 am (Diamondex).
Shareholders of record as of
September 21, 2009 will receive proxies by mail to vote by proxy
representation at the applicable meetings.
Shareholders or record may
also vote in person at the applicable meetings.
At least 66⅔% of
the votes cast by the Triex shareholders and a majority of the votes
cast by Diamondex shareholders are needed to approve the Transaction
and related matters.
The Transaction is also subject to regulatory and court approval.
The
Transaction is expected to close in early December.
Upon closing, Triex
shareholders will hold approximately 48% of the combined company.
Because several individuals are members of the Boards of directors of
both Diamondex and Triex, the respective Boards established special
committees (the "Special Committees") comprised only of disinterested
directors to negotiate the terms of the Agreement and related matters.
The Agreement was unanimously approved by the Special Committees, who
recommend that their respective companies shareholders vote in favour
of the Transaction.
The members of the Boards of both companies have
entered into lock-up agreements comprising approximately 11.9% and
9.1%, respectively, of the issued and outstanding common shares of
Diamondex and Triex, pursuant to which such persons have agreed to vote
in favour of the Transaction.
Haywood Securities Inc.
is acting as financial advisor to the Diamondex
Special Committee and has provided an opinion to the committee that,
subject to certain assumptions and limitations set out therein, the
consideration to be paid by Diamondex to the holders of the Triex
shares in connection with the Transaction is fair, from a financial
point of view, to Diamondex and its shareholders.
Raymond James Ltd.
is
acting as financial advisor to the Triex Special Committee and has
provided an opinion to the committee that, subject to certain
assumptions and limitations set out therein, the Transaction is fair,
from a financial point of view, to the Triex shareholders.
Anfield
Sujir Kennedy & Durno is legal advisor to Diamondex, while Gowling
Lafleur Henderson LLP is legal advisor to Triex.
The companies also announce that their respective Special Committees
approved an amendment to the Bridge Loan facility provided by Triex to
Diamondex (also described in the August 13, 2009 joint press release)
whereby the principal amount available to Diamondex under the facility
has been increased by $500,000, to a total of $1,000,000.
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 includes four properties in the
Athabasca Basin of northwestern Saskatchewan, the worlds premier
exploration district for high grade uranium deposits and in the Hornby
Bay Basin, Nunavut, where it holds a 50% interest in the Mountain Lake
uranium deposit.
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 Triexs and Diamondexs 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 Companys website at http://www.diamondex.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 Companys 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.
=======================================================================
Copyright (c) 2009 DIAMONDEX RESOURCES LTD.
(DSP) All rights reserved.
For more information visit our website at http://www.diamondex.net/ or
send mailto:
=======================================================================