| September 07, 2007 BRC Diamond And Diamond Core Update Merger Progress | |
| Toronto, Canada and Johannesburg, South Africa -- September 7, 2007 -- BRC Diamond Corporation ("BRC") (TSX-V: BRC) and Diamond Core Resources Limited ("Diamond Core") (JSE: DMR) announce that the efforts to merge the two companies (the "Merger") are progressing well. BRC has today announced in South Africa its firm intention to make an offer ("Offer") under the terms previously agreed and set out below. Dr. Michiel 'Mike' de Wit, President and CEO of BRC, said "Our internal teams and advisors have been working diligently towards the documentation required for the transaction in the jurisdictions of each company. This documentation is now being consolidated for review by the various regulatory authorities and we expect to be in a position to mail our offer and proceed with a shareholder vote along our original timelines for completion." Theo Botoulas, CEO of Diamond Core, added "While the documentation efforts have progressed, our technical teams have also been busy both individually, as each company's projects continue to advance appreciably, and on a joint basis with a view to creating value immediately upon completion of the Merger. To that end, we are actively working with BRC on design and implementation plans for their first bulk sampling plant for the Kwango River project in the DRC." As detailed in the joint news release of July 5, 2007, the Merger is to be implemented by way of a court-sanctioned scheme of arrangement (the "Scheme") under the provisions of Section 311 of the Companies Act, 1973 (South Africa). At closing, all Diamond Core shareholders will receive 1 BRC common share for every 24.5 Diamond Core ordinary shares held. BRC shareholders will continue to hold their existing BRC common shares. The combined company will be renamed BRC DiamondCore Ltd. In connection with the Merger, BRC has applied to list its common shares on the Toronto Stock Exchange and the JSE Limited in Johannesburg (such listings are subject to meeting the minimum listing requirements of the exchanges). BRC and Diamond Core have received support in favour of the Merger, by way of irrevocable letter agreements, from shareholders which represent a total of approximately 52% of Diamond Core's issued ordinary shares. The Merger is subject to typical conditions, including the approval of the Exchange Control Department of the South African Reserve Bank and Diamond Core shareholders at a meeting expected to be held in the fourth calendar quarter. The board of directors of Diamond Core has agreed to recommend the transaction to its shareholders, subject to its fiduciary obligations and the receipt of a favourable fair and reasonable opinion for which Venmyn Rand (Pty) Ltd. has been appointed. BRC's board of directors has approved the transaction. Other transaction approvals include competition, South African exchange control and stock exchange authorities. BRC and Diamond Core have entered into a pre-merger agreement (the "Agreement") which provides, inter alia, for the implementation of the Merger and the Scheme, a non-solicit arrangement and payment of a break-fee and certain assurances and confirmations between the parties. Under the Agreement BRC is entitled to terminate the Agreement (and consequently withdraw its Offer) if at any time prior to the posting of the Scheme circular (a) there shall have occurred any event or change that has had, or would be reasonably likely to have, a material adverse effect on Diamond Core, or (b) BRC's due diligence investigation reveals material adverse information respecting Diamond Core that has not been generally disclosed in Diamond Core's public disclosure documents. Advisors BRC's financial advisor is RBC Capital Markets. Diamond Core's financial advisor is River Group. About BRC BRC is a Canadian-based diamond exploration company active principally in the Democratic Republic of the Congo (the "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 kilometers and retaining a further 10,922 square kilometers 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 through the acquisition of assets considered uneconomic or marginal by others. 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 (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 news 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 potential mineralization 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 news release. | |
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