/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE
VANCOUVER, June 12 /CNW/ - Diamondex Resources Ltd. (TSX VENTURE: DSP)
("Diamondex" or the "Company") is pleased to announce that its private
placement announced yesterday has been priced. A total of 14,286,000 common
shares ("Common Shares") and 17,650,000 flow-through common shares
("Flow-Through Shares") of the Company will be issued under the private
placement at a price of C$0.28 per Common Share and C$0.34 per Flow-Through
Share (the "Offering").
Diamondex has engaged a syndicate of agents led by Genuity Capital
Markets, and including Toll Cross Securities Inc and Versant Partners Inc.
(the "Agents"), to complete the Offering on a marketed reasonable best efforts
The Common Shares and Flow-Through Shares will be offered and sold by way
of private placement exemptions in all provinces and jurisdictions of Canada
other than Quebec mutually agreed to by the Company and the Agents, into the
United States in such manner as not to require registration under the United
States Securities Act of 1933, as amended, and in jurisdictions outside of
Canada and the US.
The Offering is subject to certain conditions including, but not limited
to, the receipt of all necessary corporate and regulatory approvals, including
the acceptance of the TSX Venture Exchange.
The net proceeds from the sale of the Offering will be used to fund the
acquisition and exploration of Buffalo Hills, as well as, exploration at the
Company's Lena West, Brodeur and other properties, working capital and general
The Offering is expected to close on or before June 28, 2007. The Agents
will be granted an option to purchase up to an additional 15% of the number of
Common Shares and Flow-Through Shares sold to cover over-allotments, if any,
on the same terms and conditions as the securities issued under the Offering.
All securities issues in connection with the Offering will be subject to a
four month hold period. The Agents will receive a cash commission of 7.0% of
the gross proceeds raised in this private placement and compensation warrants
(the "Compensation Warrants") entitling the Agents to purchase such number of
common shares as is equal to 7.0% of the aggregate number of Common and
Flow-Through Shares sold pursuant to the private placement. Each Compensation
Warrant will entitle the Agents to purchase one common share of the Company at
an exercise price equal to the higher of the Market Price (as defined in TSXV
policies) and issue price of the Common Shares for a period of 12 months
following the closing.
The securities being offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States in the absence of registration or an applicable exemption from
the registration requirements. This press release does not constitute an offer
to sell or the solicitation of an offer to purchase securities in the United
For further information:
For further information: Diamondex Resources Ltd., Randy C. Turner,
President, (604) 687-6644, Email: email@example.com, Website: