Diamondex and Triex Business Combination
October 22 2009 - 1:14PM
Marketwired
Diamondex Resources Ltd., (TSX VENTURE: DSP) ("Diamondex") and
Triex Minerals Corporation, (TSX VENTURE: 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 66 2/3% 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
world's 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 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.
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.
Contacts: Diamondex Resources Ltd. Randy Turner President
604-687-6644 604-687-1448 (FAX) diamonds@diamondex.net
www.diamondex.net Triex Minerals Corporation Michael Gunning
President 604-687-6680 604-687-1448 (FAX) www.triexminerals.com
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