TORONTO, and JOHANNESBURG, South Africa, Oct. 30 /CNW/ - BRC Diamond
Corporation ("BRC") (TSX-V: BRC) and Diamond Core Resources Limited ("Diamond
Core") (JSE: DMR) announce that several milestones have been achieved in the
process of effecting a merger of the two businesses (the "Merger").
Importantly, both companies' projects have been also advanced aggressively,
with encouraging results.
Theo Botoulas, CEO of Diamond Core, stated "The process of merging a
foreign domiciled business with Diamond Core and trying to achieve
simultaneous share listings on the TSX and JSE has been lengthy, with complex
and involved documentation from a technical, legal and accounting perspective.
However, as we have worked through the various aspects of our businesses, our
conviction of the merits of the Merger has strengthened - we are creating a
unique business and investment opportunity within our dynamic industry. To
that end, we appreciate the ongoing support that various stakeholders have
shown us over the last couple of months while this work has been ongoing."
Mike de Wit, President of BRC, added "The teams have really come together
over the last couple of months, not only in the offices and boardroom, but
also in the field. Both companies have gained from the relationship
operationally and in particular, I am looking forward to seeing our new bulk
sampling plant arrive on the Kwango project in the new year. As Theo
mentioned, the logic of this combination is prevalent in everything we have
been doing and with documents now being lodged with relevant regulatory bodies
we have a relatively clear timetable for closing the Merger, to which we're
all looking forward."
BRC and Diamond Core have been active in compiling the documentation
required in both jurisdictions, and this is now substantially complete.
Technical reports for the mineral properties of both BRC and Diamond Core
have been prepared having regard to both Canadian (National Instrument 43-101)
and South African (SAMREC/JSE) requirements. These documents will comprise a
substantial portion of the JSE pre-listing statement, which is expected to
shortly be submitted to the JSE for approval. A circular in respect of the
scheme of arrangement has also been compiled and will shortly be submitted to
the Securities Regulation Panel in South Africa and the JSE for approval.
These documents require finalized accounts for the Diamond Core financial year
ended June 30, 2007, which are expected to be released shortly.
Diamond Core currently anticipates posting documentation to shareholders
in the middle of November. At such time, the technical reports will be filed
in Canada on SEDAR.
BRC has applied to list its common shares on the Toronto Stock Exchange
("TSX"), with such listing being subject to meeting the minimum listing
requirements of the TSX.
BRC has also prepared applications for each of the South African Reserve
Bank and the Competition Commission in South Africa in respect of the Merger,
which are expected to be filed shortly.
Assuming the aforementioned timing for posting of documents is achieved,
Diamond Core expects to hold a shareholder meeting in mid December and,
subject to various regulatory, court and other approvals, anticipates the
Merger closing early in the new year.
Ongoing advancement of Diamond Core's South African projects and those of
BRC in the Democratic Republic of Congo (the "DRC") has been a priority for
both companies over the last several months, with good progress being
achieved. Of note are the following updates for certain key projects of each
Silverstreams (Diamond Core) - At the Silverstreams alluvial project the
670tph (front end) and 160tph trial mining processing plant started treatment
of stockpiled gravel from three mineralized horizons in July. Diamond Core
estimates that a total of approximately 70,000m(3) of primary gravel and
5,000m(3) of Rooikoppie gravel will be excavated and treated from the initial
enlarged bulk sample area. Trial mining will continue in conjunction with a
mineral resource drilling programme that was initiated last month. The three
largest diamonds recovered to date include 24.7, 23.6 and 10.8 carat stones.
Paardeberg (Diamond Core) - Following the making safe and other
excavation work at the PK1 deposit early in the year, a bulk sampling
programme initially consisting of twelve bulk samples at PK1 totalling
70,000t, three bulk samples at PK2 totalling 15,000t and five bulk samples at
PK3 totalling 32,000t are being processed at present. Processing of these bulk
samples through the primary, secondary and tertiary crushing plant with a
50tph DMS plant began in July. In addition to the processing of this bulk
sample material, approximately 240,000t of tailings and stockpiled kimberlite
material will be processed. Diamond Core expects to complete a review of the
initial sample results by year-end.
Kwango (BRC) - Following the airborne and ground geophysical work in the
prior field season, more recent activities have included drilling, pitting and
stream sampling of identified targets zones for alluvial gravels on the Kwango
River. Positive results have driven the decision to initiate bulk sampling and
advanced gravel volume estimation programmes. With the assistance of Diamond
Core, BRC is currently constructing a 70tph (front end) DMS plant for use on
the Kwango project. Including the required earthmoving equipment, total
capital requirements are estimated at approximately US$3.5 million, which is
expected to be financed, in part, through a CDN$3.0 million credit line with a
Canadian financial institution. BRC expects to dispatch this equipment to the
DRC in the first quarter of 2008; meanwhile, drilling and pitting programmes
Tshikapa (BRC) - The kimberlite potential of the Tshikapa project area
has been assessed through an initial and follow-up aeromagnetic survey and
several stages of stream sediment sampling. The follow-up sampling over the
magnetic anomalies yielded kimberlite indicator minerals. The results of this
work have identified a total of at least 22 targets for drilling activity,
which is expected to be start before year-end, given the recent purchase of a
hydracore drill rig.
Lubao (BRC) - A rapid, yet staged approach to exploration for
kimberlites, similar to that employed at Tshikapa, was undertaken on the Lubao
project area. Based on the follow-up sampling over the magnetic anomalies, six
targets have been recommended for drilling activity, which is expected to be
initiated in early 2008.
As announced on 5 July 2007, BRC and Diamond Core have agreed to merge by
way of a court-sanctioned scheme of arrangement under the provisions of
Section 311 of the Companies Act, 1973 (South Africa), pursuant to which BRC
will acquire all of the outstanding shares of Diamond Core in exchange for BRC
shares. At closing, all Diamond Core shareholders will receive 1 BRC common
share for every 24.5 Diamond Core ordinary shares held. The closing of the
Merger is subject to typical conditions, including the approval of Diamond
Core shareholders and regulatory approvals from competition authorities, the
South African Reserve Bank and stock exchange authorities. For additional
details, please see the joint press releases of 5 July 2007, 2 August 2007 and
7 September 2007.
Both Diamond Core and BRC will remain committed to their current
geographies from an economic and social responsibility perspective with an
ultimate goal of sustainable resource developments that benefit all
Mike de Wit, President and Chief Executive Officer of BRC, is the
"qualified person" (as such term is defined in National Instrument 43-101) who
supervised the preparation of and is responsible for the technical information
in this news release relating to BRC's projects. Hano Hamman, Group Geologist
of Diamond Core, is the "qualified person" (as such term is defined in
National Instrument 43-101) who supervised the preparation of and is
responsible for the technical information in this news release relating to
Diamond Core's projects.
BRC is a Canadian-based diamond exploration company active principally in
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 8,101 square kilometers and retaining a further 14,784 square
kilometers through option agreements on three separate exploration projects.
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 Limited in South
Africa under the ticker "DMR".
Cautionary Note Regarding 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
mineral resources, future diamond production, future revenue, exploration
results, 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.
For further information:
For further information: 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.