MONTREAL, QUEBEC, Oct 14, 2010– Diadem Resources Ltd. (“Diadem” or the “Company”) announces today that it has entered into a definitive acquisition agreement to acquire a private company (“PrivateCo”) that holds all of the working interest in a substantial development stage mineral asset in central Africa, where diamonds and gold have been produced in the past. The area under licence covers 25,058.55 square kilometers.
PrivateCo is a party to several agreements with certain third parties and is in the advanced stages of negotiations with other third parties for the acquisition of various additional mineral interests in Africa, primarily in Zambia and the Democratic Republic of Congo.
As consideration for the acquisition, Diadem has agreed to issue 7.0 million common shares and 1.0 million performance warrants with each warrant being exercisable at a price of $0.20 per common share for a period of two (2) years from the closing of the transaction.
All of the securities proposed to be issued as consideration will be subject to a four-month hold period. Some of the securities to be issued will be subject to certain additional restrictions on resale and will be released in equal instalments on the fourth, eighth and twelfth month anniversaries from the closing of the transaction.
This transaction is anticipated to close in December, 2010.
The highlights of the assets of PrivateCo include:
— 100% working interest in a large exploration and development block in
the Barotse flood plain; the fourth largest flood plain in the world;
— 25,068 square kilometer exploration and development block in Zambia’s
— PrivateCo has been operating in Zambia since 2004 and has a Large Scale
Mining License for diamonds and gold on the subject concession with an
expiry date of September, 2031;
— The Zambezi river situated on the subject block is fed by the Lungue
Bungo and Zambezi rivers from Angola;
— The concession and Large Scale Mining license were committed and
established with the support of the Barotse Royal Establishment (BRE).
The Litunga (or King) of the BRE has interests into the contiguous
countries of Angola, DRC, Namibi
— PrivateCo has been established in Africa with an estimated capital
investment in excess of $4.0 million of exploration and production in
central Africa over the past seven years; and
— Mr. Dave Shaffer, a former Canadian military logistics specialist who
has been responsible for PrivateCo’s operations in Zambia for the past
seven years, to become Diadem’s operation’s manager in Africa.
Amie Bertrand, Chairman and Chief Executive Officer of Diadem, stated, “this acquisition provides Diadem with another project with the potential to become a commercial producer in a short period of time. The project area has produced high-quality diamonds at viable rates. Our technical team has reviewed the property in detail and believes some alternate operating strategies with relatively low capital cost have the potential to improve productivity and prove commerciality of the project. Additional information and acquisitions in the area will remain a focus.”
Octagon Capital is acting as financial advisor to Diadem in connection with the transaction.
The closing of the transaction is subject to a number of conditions including, without limitation, the approval of the TSX Venture Exchange and the affirmative resolution of Diadem’s board of directors.
The Company currently has 46,432,348 issued and outstanding common shares.
About Diadem Resources Ltd.
Management of Diadem is focused on acquiring near-production mining opportunities in North America and Africa, especially those related to diamonds and gold. Its principal current activity is diamond exploration in the Franklin Bay area of the Northwest Territories. On that project Diadem operates a joint venture with its fifty percent (50%) partner Darnley Bay. Twenty-eight (28) potential drill targets have been identified on the Parry Peninsula, which currently constitutes the Franklin Bay joint venture project area. Ground magnetic surveys have been completed and the results are being analyzed and interpreted in order to focus on the most promising targets. Diadem recently entered into a revised joint venture arrangement with Darnley Bay Resources Limited, details of which can be found in Diadem’s press release of July 9, 2010 (found under the Company’s profile on SEDAR).
Additional information about Diadem Resources Ltd. may be found on its web page (www.diademresources.com) and under Diadem’s profile on www.sedar.com.
This release includes certain statements that may be deemed “forward-looking statements”. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in forward-looking statements. These include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review registered filings at www.sedar.com.
Neither 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.