TORONTO, Nov. 10 /CNW/ - Arnold T. Kondrat ("Kondrat") and Simon F. W. Village ("Village") announce that they have acquired certain call options in respect of common shares of BRC DiamondCore Ltd. (the "Company"). Reference is made to the Company's press release issued today announcing that it has entered into agreements with certain of its creditors (the "Creditors") pursuant to which the Creditors have agreed to accept a total of 43,317,330 common shares of the Company (the "Debt Shares"), to be issued from treasury by the Company at a price of Cdn$0.20 per Debt Share, in satisfaction of indebtedness owed to them by the Company (the "Debt Settlements"). The Company also announced in the said press release that it proposes to carry out a non-brokered private placement (the "Financing") of up to 20,000,000 units of the Company at a price of Cdn$0.05 per unit, with each such unit to be comprised of one common share of the Company and one warrant of the Company (a "Warrant"), and each Warrant entitling the holder to purchase one common share of the Company at a price of Cdn$0.066 for a period of four years.
Kondrat and Village will have call options on all of the Debt Shares held by the Creditors, pursuant to which Kondrat and Village will have the right to require the Creditor to sell all of its Debt Shares to Kondrat and Village for a purchase price equal to Cdn$0.16 per share. As well, one of the Creditors will have a put option on its 4,690,000 Debt Shares, pursuant to which such Creditor will have the right to require Kondrat and Village to purchase such shares from the Creditor.
Kondrat currently holds 1,462,900 of the outstanding common shares of the Company. The said 1,462,900 shares, together with the 43,317,330 Debt Shares, total 44,780,230 shares (the "Deemed Holdings"). Village does not currently hold any shares of the Company.
Assuming completion of the Debt Settlements as well as the Financing (and assuming that the Financing is fully subscribed, but not taking into account the exercise of the Warrants), (a) the 43,317,330 Debt Shares will represent 48.45% of the outstanding common shares of the Company, and (b) the Deemed Holdings (i.e. 44,780,230 shares) will represent 50.09% of the outstanding common shares of the Company.
Kondrat and Village acquired the call options for investment purposes and may in the future increase or decrease their ownership of securities of the Company from time to time depending upon the business and prospects of the Company and future market conditions.
Kondrat is a director of the Company. Kondrat's address is Suite 7070, 1 First Canadian Place, 100 King Street West, Toronto, Ontario, M5X 1E3. Village is Chairman of the Board and a director of the Company. Village's address is 6 The Old Yard, Rectory Lane, Brasted, Kent, TN16 1JP, United Kingdom. Copies of the "early warning" reports to be filed by Kondrat and Village under the early warning rules of Canadian securities laws, may be obtained from Kondrat at the phone number below.
SOURCE KONDRAT AND VILLAGE
For further information: For further information: Arnold T. Kondrat, Phone: (416) 366-2221, Fax: (416) 366-7722; or Simon F. W. Village, Phone: +44 (0) 1959 569 237