TORONTO, Sept. 18, 2012 /CNW/ - Dia Bras Exploration Inc. (TSXV:DIB) (BVLAC:DIB) ("Dia Bras" or the
"Company") and Plexmar Resources Inc. (TSXV: PLE) ("Plexmar") are pleased to announce that Dia Bras and Plexmar have signed a
definitive arrangement agreement (the "Arrangement Agreement") with
respect to the previously announced acquisition of Plexmar by Dia Bras.
Pursuant to the Arrangement Agreement, Plexmar and Dia Bras have agreed
to complete a statutory plan of arrangement (the "Arrangement") in
accordance with the Business Corporations Act (Ontario) (the "OBCA") whereby 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 shall be
cancelled for no consideration.
The board of directors of Plexmar (the "Plexmar Board"), after receiving
the recommendation of the special committee composed of independent
directors of the Plexmar Board, has unanimously approved the
Arrangement and the entering into of the Arrangement Agreement.
Paradigm Capital Inc. is acting as financial advisor to Plexmar in
connection with the Arrangement and has provided Plexmar with its
opinion that, subject to the assumptions, limitations and
qualifications set forth therein, the consideration to be received by
the Plexmar shareholders is fair, from a financial point of view, to
the Plexmar shareholders.
The completion of the Arrangement is subject to the satisfaction of a
number of conditions, including but not limited to, receipt of
requisite shareholder, court and regulatory approvals. The Arrangement
will need to be approved by not less than 66 2/3% of the votes cast by
Plexmar shareholders voting in person or by proxy, at a special meeting
of the Plexmar shareholders. In addition, the completion of the
Arrangement is subject to the successful continuance of Plexmar as
corporation under the OBCA.
Under the terms of the Arrangement Agreement, Plexmar has agreed that it
will not solicit or initiate any inquiries or discussions regarding any
other business combination or sale of assets and has granted Dia Bras
the right to match any superior proposals. The terms of the Arrangement
will be summarized in Plexmar's management information circular which
will be filed and mailed to Plexmar's securityholders in connection
with the special meeting. For more information on the Arrangement
Agreement, please refer to the full Arrangement Agreement, a copy of
which will be filed by Plexmar on SEDAR and will be available for
viewing on Plexmar's SEDAR profile on www.sedar.com.
About Dia Bras
Dia Bras is a Canadian and Peruvian listed (TSX-V: DIB, BVL: DIB)
exploration and mining company focused on precious and base metals in
Chihuahua State, other areas of northern Mexico, and most recently at
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
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 22,000 ha and is located near the border with Ecuador. In
total, Plexmar owns 100% of 39 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: Plexmar Resources 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