Tahera Diamond Corporation enters into Arrangement Agreement



    TORONTO, April 19 /CNW/ - Tahera Diamond Corporation ("Tahera" or the
"Company") is pleased to announce that it has entered into an agreement (the
"Arrangement Agreement") with Ag Growth Income Fund (TSX: AFN.UN) ("Ag
Growth") pursuant to which, among other things, Benachee Resources Inc.
("Benachee"), a wholly-owned subsidiary of the Company, will transfer
substantially all of its assets and liabilities to a new subsidiary of the
Company.
    This transaction will occur pursuant to a statutory plan of arrangement
(the "Plan of Arrangement") under Section 192 of the Canada Business
Corporations Act ("CBCA") and is expected to become effective in June 2009.
    Under the Plan of Arrangement, Ag Growth unitholders will receive one
common share of Benachee in exchange for every trust unit of Ag Growth held on
the effective date of the transaction, and Benachee will change its name to
"Ag Growth Industries Corporation". Upon completion of the transaction, Ag
Growth Industries Corporation ("New Ag Growth") will operate the existing
businesses of Ag Growth and its subsidiaries and the existing trustees and
management of Ag Growth will become the board and management of New Ag Growth.
New Ag Growth is not, as a consequence of this transaction, acquiring any
additional business carried on by Benachee. Pursuant to the Plan of
Arrangement, Benachee will transfer all of its assets and all of its
liabilities to a new subsidiary of the Company. Pursuant to the Plan of
Arrangement, consideration with an aggregate value of $13 million (calculated
in accordance with the Plan of Arrangement) in the form of cash, $4 million in
common shares and $4 million in convertible preferred shares of New Ag Growth,
will be received by the Company and paid to Caz Petroleum Inc. ("Caz"), the
Company's senior secured creditor. Caz has entered into a support agreement
with Ag Growth pursuant to which, among other things, it has agreed to support
the Plan of Arrangement and the application for the Companies' Creditors
Arrangement Act ("CCAA") approval order. Caz has put in place a
debtor-in-possession credit facility of up to $5 million to finance the
restart of the Jericho Mine. Cormark Securities Inc. is acting as financial
advisor to Caz for the purposes of this transaction.
    This transaction is subject to various customary commercial conditions,
including the receipt of regulatory approvals which include the approval of
the Toronto Stock Exchange. This transaction is also subject to the approval
of the court (both pursuant to the CBCA in respect of the Plan of Arrangement
and the CCAA in respect of Benachee and the Company, which are both subject to
an order providing creditor protection under the CCAA) and of not less than 66
2/3% of the votes cast at the meeting of Ag Growth unitholders to be held to
consider the arrangement. CCAA Court approval is to be obtained by April 30,
2009. This transaction is expected to close prior to the end of June 2009.
    Complete details of the terms of the Plan of Arrangement are set out in
the Arrangement Agreement that will be filed by the Company on SEDAR
(www.sedar.com).

    Cautionary Note Regarding Forward-Looking Information

    This press release contains "forward-looking information" within the
meaning of applicable Canadian securities legislation. Generally,
forward-looking information can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could", "would",
"might" or "will be taken", "occur" or "be achieved". Forward-looking
information is based on various assumptions and on the best estimates of
Tahera as of the date hereof, and is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking information,
including but not limited to: general business, economic, competitive,
political and social uncertainties; the actual results of redevelopment
activities; delay or failure to receive regulatory approvals; changes in
project parameters as plans continue to be refined; future prices of mineral
prices, as well as those risks identified under "Risk Factors" disclosure
sections in the documents filed on SEDAR by Tahera from time to time. Although
the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking
information, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that such
information will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking
information. The Company does not undertake to update any forward-looking 
information, except in accordance with applicable securities laws.

    %SEDAR: 00003313E




For further information:

For further information: Tahera Diamond Corporation: Andrew Gottwald,
Chief Restructuring Officer, Email: agottwald@tahera.com; Caz Petroleum Inc.:
Paul Champagne, President, Tel: (416) 616-6222, Email: PaulCChampagne@aol.com

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TAHERA DIAMOND CORPORATION

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