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TORONTO, July 4, 2012 /CNW/ - Dia Bras Exploration Inc. (TSX-V:DIB) (BVLAC:DIB) ("Dia Bras" or the
"Company") and Plexmar Resources Inc. (TSX-V: PLE) ("Plexmar"), following renewed discussions are pleased to announce that Dia Bras
and Plexmar have entered into a letter of intent (the "Letter of
Intent") pursuant to which Dia Bras will acquire all of the outstanding
common shares of Plexmar at a price of $0.01 per common share, payable
in cash (the "Acquisition"), and all outstanding warrants and options
to acquire common shares of Plexmar will be cancelled for no
consideration by way of a statutory plan of arrangement.
Daniel Tellechea, President and CEO of Dia Bras, commented "Under the terms of this new agreement, we expect Plexmar's assets
combined with the resources and management team of Dia Bras in Peru
have the potential to accrete significant value to the precious metals
business base of the Company in the medium term."
The Acquisition is subject to the execution of definitive agreements,
approval by the Plexmar shareholders, regulatory and court approvals,
and other customary closing conditions. The Plexmar board of directors
has created a special committee, composed of independent directors,
which will serve to review all documents and process steps, in order to
provide recommendations to the Plexmar board of directors.
Additionally, Dia Bras has provided Plexmar with an amended and restated
bridge credit facility (the "Credit Facility"), the proceeds of which
will be used by Plexmar first, to pay amounts due on certain mining
concessions and second, for other expenses to be approved by Dia Bras,
in its sole discretion.
The Credit Facility matures on October 19th, 2012 (the "Maturity Date") and bears interest at a rate of 15% per
annum. Furthermore, at any time prior to the Maturity Date, Dia Bras in
its sole discretion may elect to exercise its option under an option
agreement entered into in connection with the Credit Facility, whereby
Sociedad Minera San Miguelito S.A.C. ("San Miguelito") and Minera Ate
S.A.C. ("Minera Ate"), both subsidiaries of Plexmar, has granted Dia
Bras an option to acquire a 5% NSR royalty on Plexmar's Bolsa del
Diablo concessions, up to a 60% interest in Plexmar's Bolsa del Diablo
concessions and up to a 60% interest in Plexmar's share of the Malin
Plant. The exercise price is based on and offset amounts outstanding
under the Credit Facility.
Plexmar has granted Dia Bras the following collateral as security under
the Credit Facility: (a) the shares of Plexmar's subsidiaries, San
Miguelito and Minera Ate; (b) Plexmar's interest in the Malin Plant
located in Trujillo, Peru; and (c) all of the concessions directly or
indirectly owned by Plexmar and its subsidiaries.
The special committee of the board of directors of Plexmar has engaged
Paradigm Capital Inc. as its advisor to the transaction.
About Dia Bras
Dia Bras Exploration is a Canadian mining company focused on precious
and base metals in Chihuahua State, other areas of northern Mexico, and
its Yauricocha silver-lead-zinc-copper-gold mine in Peru. The Company
is accelerating exploration at the Yauricocha property as well as
pursuing the development and exploration of its most advanced Mexican
assets - the Bolivar Property (copper-zinc-silver) and the Cusi
Property (silver-lead) and is exploring in Mexico several precious
metal targets such as La Sidra gold project at the Bolivar Property,
Las Coloradas silver project at Melchor Ocampo (Zacatecas State), the
Bacerac silver project (Sonora State), and the La Verde gold project at
the Batopilas Property (Chihuahua State). Dia Bras is also exploring
base metal projects in Mexico such as the Corralitos intrusion-hosted
molybdenum deposit (Chihuahua State). Dia Bras is also exploring base
metal projects in Mexico such as the Corralitos intrusion-hosted
Plexmar is a Canadian exploration company focused on acquiring,
exploring and developing gold mineral properties. Its main asset is
Bolsa del Diablo, a gold project in northern Peru, which covers an area
of nearly 9,700 ha and is located near the border with Ecuador. In
total, Plexmar owns 100% of 38 concessions and has the right to acquire
100% of 1 more concession through an option agreement. Additionally,
Plexmar owns the Malin Plant located 125 km northeast of Trujillo in
northern Peru. The current capacity of the Malin Plant is 125 tpd with
plans to expand the total treatment capacity (polymetallic-flotation
and gold) to 200 tpd in 2012.
Neither the 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 news
Except for statements of historical fact, all statements in this news
release without limitation regarding new projects, acquisitions, future
plans and objectives are forward-looking statements that involve risks
and uncertainties. There can be no assurance that such statements will
prove to be accurate; actual results and future events could differ
materially from those anticipated in such statements.
SOURCE Dia Bras Exploration Inc.
For further information:
For further information on Dia Bras Exploration Inc. visit www.diabras.com or contact:
President & CEO
Dia Bras Exploration Inc.
1 (866) 493-9646
Director, Investor Relations
Dia Bras Exploration Inc.
1 (866) 493-9646
For further information on Plexmar Resources Inc. visit www.plexmar.com or contact:
Plexmar Resources Inc.
1 (418) 658-6776