Vancouver, B.C. – Diamondex Resources Ltd., TSX-V: DSP (“Diamondex”) and Triex Minerals Corporation, TSX-V: TXM (“Triex”) are pleased to announce joint execution of a binding letter agreement to complete a business combination (the “Transaction”) that has been unanimously approved by the Boards of Directors of both companies. Diamondex is also proposing to consolidate its common shares on the basis of one post-consolidation share for every ten pre-consolidation common shares.
Under the agreement, Diamondex and Triex have agreed, through their respective special committees comprised of independent directors (the “Special Committees”) in consultation with their respective financial advisors, that the Transaction will be conducted on the basis of 8.5 pre-consolidation common shares of Diamondex for each common share of Triex. This represents a 95% premium to Triex shareholders based on the 20-day volume-weighted average share price of both companies' common shares on the TSX Venture Exchange up to and including August 11, 2009.
The parties have agreed to immediately negotiate a definitive agreement (the “Definitive Agreement”), incorporating the terms of the binding letter agreement and other terms and conditions customary for transactions of this nature. It is expected that the Definitive Agreement will be entered into in approximately two weeks’ time. The Transaction, which is subject to acceptance by the TSX Venture Exchange and shareholder approval, is expected to close in mid-October 2009. Upon closing Triex shareholders will hold approximately 48% of the combined company (“Newco”).
The proposed Transaction will provide tangible benefits for the shareholders of both companies. These benefits include a more diversified property portfolio with respect to both commodity focus and mineral exploration districts and a strengthened group of officers and directors mandated to advance the companies’ properties and aggressively seek out new opportunities.
Highlights of the Transaction include:
- Triex shareholders will realize a significant premium, 95%, based on the 20-day volume-weighted average share price of both companies.
- Diamondex shareholders will gain access to working capital.
- Creating a more diverse, multi-commodity portfolio comprising established properties located in Ontario, Saskatchewan, Alberta and northern Canada, with identified exploration targets focused on base metals, gold, diamonds and uranium.
- Significant savings in general and administrative expenses, facilitating more efficient use of working capital for exploration and acquisition efforts.
- Newco will have a stronger management and board.
BOARD AND MANAGEMENT
Members of the current Diamondex and Triex management teams will form the nucleus of Newco’s management, which will include:
- Randy Turner as President & CEO;
- Dr. Michael Gunning, currently President of Triex, as Senior Vice President, Business Development and Acquisitions
- David Clarke, Senior Vice President, Exploration; and
- Christopher Mitchell, CFO of both companies, will continue in that role at Newco.
The Newco Board of Directors will be chaired by James Eccott (current Chairman of Diamondex), and will include two individuals who are current directors of Diamondex (James Excell and Mike Muzylowski), three current directors of Triex (Michael Gunning, Gary Lindsay and Robert Weicker) and three individuals who are current directors of both Diamondex and Triex (John McDonald, Hugh Morris and Randy Turner).
Both companies plan to hold special meetings of shareholders to approve the Transaction and related matters on or around October 2, 2009. The form of the Transaction will be determined after due consideration of relevant legal, tax, regulatory and other matters.
The officers and members of the Board of Directors of both companies have agreed to support the proposed Transaction and will enter into lockup agreements comprising approximately 9% of Triex’ and 12% of Diamondex’ issued and outstanding shares upon execution of the Definitive Agreement.
Full details of the offer will be included in the Definitive Agreement and will be described in a management information circular to be filed with the regulatory authorities and mailed to Triex and Diamondex shareholders in accordance will applicable securities laws.
The Diamondex Special Committee has engaged Haywood Securities Inc. as its financial advisor and Anfield Sujir Kennedy & Durno as legal advisor to Diamondex. The Triex Special Committee has engaged Raymond James Ltd. as its financial advisor and Gowling Lafleur Henderson LLP as legal advisor to Triex.
The Transaction is subject to customary conditions, including regulatory approval, the completion of satisfactory due diligence by each of the parties, and the parties negotiating and entering into the Definitive Agreement.
Coincident with the Diamondex shareholders’ meeting to vote on the Transaction, Diamondex shareholders will be asked to approve a one for ten consolidation and a name change.
Concurrently with entering into the binding letter agreement in respect of the Transaction, Triex and Diamondex have entered into a loan agreement with respect to a $500,000 loan from Triex to Diamondex (the “Bridge Loan”) for working capital purposes. The Bridge Loan is repayable by Diamondex on or before December 31, 2009 together with interest at the rate of 14% per annum and is secured by a pledge of Diamondex’s proprietary geological database. The terms of the loan were negotiated by the two Special Committees and is subject to acceptance by the TSX Venture Exchange.
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.
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 of eleven main properties includes seven properties in the Athabasca Basin of northwestern Saskatchewan, the world’s premier exploration district for high grade uranium deposits.
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 Triex’s and Diamondex's 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 Company’s website at http://www.diamondexresources.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 Company’s website at http://www.triexminerals.com
DIAMONDEX RESOURCES LTD.
Randy C. Turner, President
TRIEX MINERALS CORPORATION
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.