Diadem Resources Ltd. (TSX VENTURE:DRL) announces today that it has entered into a definitive acquisition agreement to acquire a private company 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 western province;
- 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.
Source: Diadem Resources Ltd.