| August 02, 2007 Proposed Merger of BRC Diamond and Diamond Core Resources Receives Significant Shareholder Support | |
| Johannesburg, South Africa and Toronto, Canada - August 2, 2007 - BRC Diamond Corporation ("BRC") (TSX-V: BRC) and Diamond Core Resources Limited ("Diamond Core") (JSE: DMR) are pleased to announce that the proposed merger of their two businesses (the "Merger"), as announced on July 5, 2007, is progressing well. Both companies are preparing documentation in respect of the Merger, including that related to the scheme of arrangement in South Africa as well as appropriate regulatory applications. This includes technical reports related to each of the company's properties and pro forma financial information. A reciprocal due diligence process is also continuing. Management of both BRC and Diamond Core have visited with a select number of Diamond Core institutional shareholders, in accordance with guidance and rules established by the Securities Regulation Panel in South Africa, to seek their support for the transaction, which was a pre-condition as set out in the pre-merger agreement. These meetings have resulted in BRC receiving irrevocable commitments of support in favour of the Merger from shareholders which represent a total of approximately 52% of the current Diamond Core shares outstanding. In addition, the directors of Diamond Core, who beneficially hold approximately 3.7% of the current Diamond Core shares outstanding, have agreed to recommend the Merger to Diamond Core's shareholders, subject to their fiduciary obligations and the receipt of a favourable fair and reasonable opinion. Mike de Wit, President and CEO of BRC, said "The support of Diamond Core's shareholders is a real vote of confidence for the Merger and confirms that these institutions share our belief in the opportunity and value that is expected to be created by a combined business going forward." Theo Botoulas, CEO of Diamond Core, added "I am appreciative of the strong support shown by our shareholders in sharing our vision of constructing a strong, dynamic and sustainable diamond company. This now allows our teams to focus on completing documentation and advancing the transaction, while Mike and I get on with the business of developing our plans for the new BRC DiamondCore." Neither this announcement nor the agreements entered into with shareholders constitute a firm obligation to complete the Merger or a firm intention on the part of BRC to make any offer to the shareholders of Diamond Core. About BRC BRC is a Canadian-based diamond exploration company active principally in the Democratic Republic of Congo ("DRC"). Led by a management team with extensive experience in the DRC, BRC was one of the first companies to identify emerging diamond opportunities in the DRC and today has a commanding land position, directly controlling approximately 8,458 square kilometres and retaining a further 10,922 square kilometres through option agreements on three separate exploration properties. These properties are located in some of the most prospective diamond regions of the country. Banro Corporation, BRC's largest shareholder with a 27.5% interest in BRC, is a mineral exploration company focused on the DRC. BRC is listed on the TSX Venture Exchange under the ticker "BRC". About Diamond Core The objectives of the South African-based Diamond Core group of companies are to conduct systematic greenfields diamond exploration programs and to bring to account economically viable diamond discoveries, which result from the exploration programmes, as well as through the acquisition of assets considered uneconomic or marginal by others and which are value-accretive to shareholders. Diamond Core believes these assets can successfully be brought to account using its technical skills, entrepreneurial spirit and low cost operating structure. Diamond Core is focused on, and currently active in, the Northern Cape Province of South Africa. Diamond Core is actively involved in two kimberlite exploration projects, the Paardeberg East Project, situated 40 km west of Kimberley, and the Skeyfontein JV, located some 20 km south east of the town of Postmasburg. Through its acquisition of Samadi Resources (SA) (Pty) Ltd., Diamond Core has a suite of three alluvial projects: Silverstreams, Uitdraai and the De Kalk Project. Diamond Core also has a suite of five applications with the Department of Minerals and Energy Affairs for additional prospecting rights in the Northern Cape Province. Diamond Core is listed on the JSE Securities Exchange in South Africa under the ticker "DMR". For further information, please contact: In Johannesburg: James Duncan, Russell & Associates, 27 11 880-3924 In Toronto: Arnold T. Kondrat, Executive Vice President, or Martin D. Jones, Vice President, Corporate Development, BRC Diamond Corporation, at (416) 366-2221 or 1-800-714-7938. Forward-Looking Statements: This press release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that BRC and Diamond Core believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding or relating to the completion of the Merger and future plans and objectives of BRC and Diamond Core) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of BRC and Diamond Core based on information currently available to them. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of BRC and Diamond Core to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on such companies. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to complete the Merger as a result of one or more of the closing conditions not being fulfilled (including failure to obtain all required approvals), the possibility that future exploration results will not be consistent with the expectations of BRC and Diamond Core, changes in equity markets, changes in diamond markets, foreign currency fluctuations, political developments in the DRC or South Africa, changes to regulations affecting BRC's or Diamond Core's activities, uncertainties relating to the availability and costs of financing needed in the future, delays in obtaining or failure to obtain required project approvals, the uncertainties involved in interpreting exploration results and other geological data and the other risks involved in the diamond exploration and development industry. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, BRC disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although BRC and Diamond Core believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release. | |
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