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DIA BRAS ANNOUNCES THE SIGNING OF A BINDING AGREEMENT TO ACQUIRE SOCIEDAD MINERA CORONA S.A. IN PERU

04.03.2011  |  CNW

TORONTO, March 4 /CNW/ --
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES/


TSX Venture Exchange - DIB


TORONTO, March 4 /CNW/ - Dia Bras Exploration Inc. (TSXV: DIB) ('Dia Bras' or the 'Company') is pleased to announce that it has entered
into a binding agreement dated March 3, 2011 (the 'Letter Agreement')
to acquire (the 'Acquisition') approximately 92% of the voting shares
(representing approximately 82% of the total equity) of Sociedad Minera
Corona S.A. ('Corona') from a group of shareholders (the 'Selling
Shareholders') in an arm's length transaction.  The aggregate purchase
price for the Acquisition will be US$285.46 million based on a total
equity value for Corona of US$350 million. The Selling Shareholders
will be entitled to elect to use up to 20% of the proceeds from the
Acquisition to purchase common shares of Dia Bras ('Dia Bras Shares')
at an issue price of Cdn.$2.86 per share.


Sociedad Minera Corona S.A.


Established in 1993, Corona is a Peruvian company engaged in the
exploration, extraction, production and commercialization of mineral
concentrate, principally silver, copper, lead and zinc at its
Yauricocha mine in Yauyos Province, Peru.  Corona is also engaged in
the production and commercialization of electric power at its Huanchor
Hydroelectric Plant, located in Huarochirí Province.


Corona's shares trade on the Bolsa de Valores de Lima (the Lima Stock
Exchange).  The voting shares trade under the symbol 'MINCORC1' and the
investment shares trade under the symbol 'MINCORCI1'.  According to
public records and information provided by the Selling Shareholders,
there are currently 31,890,365 voting shares and 4,087,673 investment
shares outstanding. The most recent closing price of the voting shares was US$12.62 and of
the investment shares was US$12.08 for an aggregate market
capitalization of US$451.8 million.


Additional information regarding Corona, including its public filings
and details regarding its directors and senior officers, is available
through websites maintained by the Peruvian securities regulatory
authorities and the Bolsa de Valores de Lima at www.conasev.gob.pe and www.bvl.com.pe, respectively.


Historical production information for the Yauricocha mine for the three
years ended December 31, 2009 appears below.  Such information is based
on reports prepared internally by Corona and included in its annual
reports for the periods indicated.



2007 2008 2009

Tonnes processed 527,409 690,587 790,743

Daily throughput 1,507 1,973 2,259

Silver oz/st 3.30 5.38 4.93

Lead grade 3.41% 3.26% 3.39%

Copper grade 1.06% 1.04% 1.60%

Zinc grade 3.04% 3.13% 3.17%

Gold, g/t - - -



Total operating cash costs $19,403 $29,386 $33,624
(US$, '000)



Mine operating cash costs (US$)/DMT processed $36.79 $42.55 $42.52




The tables below sets out certain consolidated financial information in
respect of Corona based on Corona's audited financial statements for
the three fiscal years ended December 31, 2009 and its unaudited
financial statements for the fiscal year ended December 31, 2010.  Such
information has been prepared in accordance with accounting principles
generally accepted in Peru and are stated in United States dollars.



Consolidated Balance Sheet As at December 31
Data

2007 2008 2009 2010
(audited) (audited) (audited) (unaudited)
US$ mm US$ mm US$ mm US$ mm

Assets

Cash and Equivalents $1.1 $1.3 $9.5 $17.8

Accounts Receivable $5.1 $5.0 $11.0 $18.7

Inventory $9.7 $10.2 $7.6 $5.9

Pre-paid Expenses $0.1 $0.1 $0.2 $0.2

Current Assets $16.0 $16.7 $28.2 $42.6

Property, Plant and Equipment $30.8 $31.5 $32.7 $30.5

Intangibles $1.6 $1.3 $1.2 $1.2

Deferred Income Taxes $3.7 $3.8 $5.1 $5.3

Total Assets $52.1 $53.2 $67.2 $79.6

Liabilities

Revolving Debt $11.0 $0.0 $6.0 $0.0

Trade Account Payables $4.2 $3.5 $4.3 $3.4

Current Income Tax and $6.0 $2.7 $5.7 $11.0
Employee Profit Sharing

Other Accounts Payable $5.6 $2.9 $1.0 $5.4

Current Liabilities $26.8 $9.0 $16.9 $19.9

Long Term Debt $0.0 $6.0 $16.2 $11.0

Other Accounts Payable $0.0 $5.0 $0.0 $0.0

Mine Closure Provision $8.6 $10.6 $0.0 $10.0

Total Liabilities $35.4 $30.6 $33.1 $40.8

Common Stock $10.2 $10.2 $10.2 $10.2

Investment Shares $1.3 $1.3 $1.3 $1.3

Legal Reserve $2.0 $2.0 $2.0 $2.0

Retained Earnings $3.1 $9.1 $20.6 $25.2

Shareholders Equity $16.6 $22.6 $34.1 $38.8





Results of Operations For the Year Ended December 31

2007 2008 2009 2010
(audited) (audited) (audited) (unaudited)
US$ mm US$ mm US$ mm US$ mm

Net Sales

Mineral concentrates $73.2 $85.5 $85.3 $120.5

Electric energy and power $5.2 $7.6 $8.6 $8.1

Total Sales $78.4 $93.1 $94 $128.6

Cost of Sales

Mineral concentrates ($23.1) ($34.7) ($39.2) ($39.0)

Electric energy and power ($3.1) ($3) ($3.5) ($3.7)

Gross Income $26.2 $37.7 $42.7 $86.0

Sales, General and ($6.9) ($11) ($8.4) ($10.2)
Administrative Expenses

Operating Income $45.3 $44.6 $42.9 $75.8

Other Income or Expenses ($1.1) ($2.3) ($0.4) ($1.1)

Income before Income Tax and $44.2 $42.2 $42.4 $74.7
Statutory Profit Sharing

Statutory Profit Sharing ($3.3) ($3.4) ($3.3) ($5.9)

Income Tax ($11.4) ($11.7) ($11.2) ($20.5)

Net Income $29.5 $27.2 $28 $48.3




The Yauricocha mine project has internally prepared  reserve and
resource estimates, however, such estimates have not been verified by
Dia Bras to be compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ('NI 43-101').  The Company will be commissioning a technical report to
be  prepared in accordance with NI 43-101 standards.  Once a
satisfactory NI 43-101 report has been completed, further information
regarding the Yauricocha mine project will be disclosed in a follow-up
news release.


Letter Agreement


Pursuant to the Letter Agreement, the parties have agreed to work
together in a timely fashion to negotiate, prepare and execute the
definitive agreements necessary to complete the Acquisition (the
'Definitive Agreements').  The Definitive Agreements are to be executed
on or before May 18, 2011 and are to include, among other things:



(a) representations and warranties relating to the accuracy of the
information in relation to Corona and its subsidiaries as
disclosed in Corona's audited consolidated financial
statements as at and for the year ended December 31, 2010 (the
'Financial Statements'), including a representation and
warranty that no material change or event has occurred from
the effective date of the Financial Statements;

(b) customary covenants and obligations regarding the conduct of
business of Corona prior to the closing of the Acquisition;

(c) provisions relating to the obligation of the Selling
Shareholders to indemnify Dia Bras and its affiliates for any
losses as a result of any breach of their representations and
warranties, the existence of undisclosed liabilities, or of
any obligations provided for in the Definitive Agreements; and

(d) customary conditions to the completion of the Acquisition,
including, the receipt of all required third party, court, and
regulatory approvals, the absence of any material adverse
change in respect of the other party and the accuracy of the
representations and warranties of the parties in all material
respects.




The obligations of Dia Bras to execute the Definitive Agreements and to
complete the Acquisition will be subject to customary conditions
including:



(a) the satisfactory completion by Dia Bras of its due diligence
investigations in respect of Corona;

(b) the absence of any material liability or contingency which in
the opinion of Dia Bras materially affects the basis of its
valuation of Corona, including any material liability or
contingency not disclosed in the Financial Statements, any
material encumbrance in respect of any material asset, or any
matter which may materially affect the capacity of Corona or
any of its subsidiaries to conduct their business; and

(c) that no material contracts, licenses or other arrangements of
Corona would terminate or be adversely impacted as a result of
a change of ownership of Corona.




Pursuant to the Letter Agreement, closing of the Acquisition is to occur
within 30 days of the completion by Dia Bras of its due diligence and
in any event not later than June 1, 2011 or such later date as may be
agreed to by the parties. 


The Letter Agreement also contains a customary non-solicitation covenant
in favour of Dia Bras from the Selling Shareholders on their own behalf
and on behalf of Corona. 


Financing Arrangements


Dia Bras expects to finance the Acquisition through (i) a bridge loan in
the principal amount of approximately US$150 million expected to be
provided by Citigroup Global Markets Inc., who also acted as exclusive
financial advisor to Dia Bras in connection with the Acquisition, and
(ii) a non-brokered private placement of up to 58.4 million
subscription receipts to be issued at a price of Cdn.$2.86 per share
for gross proceeds of up to Cdn.$167 million (the 'Offering').  Each
subscription receipt will entitle the holder thereof to receive, for no
additional consideration, one Dia Bras Share upon the satisfaction of
the escrow release conditions described below.


The gross proceeds of the Offering will be deposited into escrow with a
trust company acceptable to the Company and will be released from
escrow to the Company upon the occurrence of all of the following
events:





(a) all conditions required to complete the Acquisition (other
than payment of the purchase price therefor) having been
satisfied or waived by the Company, acting reasonably;

(b) the TSX Venture Exchange (the 'TSXV') having approved the
Acquisition, including the listing on the TSXV of any Dia Bras
Shares issuable in connection with the Acquisition and
pursuant to the exercise of the subscription receipts; and

(c) the Company having delivered a notice to the trust company
confirming that (i) all regulatory and other approvals
required in respect of the Acquisition have been obtained, and
(ii) all other escrow release conditions have been met or
waived (collectively, the 'Escrow Release Conditions').




If the Escrow Release Conditions are not satisfied on or before the
earlier of: (i) 4:30 p.m. (Toronto time) on June 30, 2011, and (ii) the
time and date, if any, that the Definitive Agreement governing the
Acquisition is terminated pursuant to its terms, the escrowed funds
will be returned to the subscribers and all subscription receipts will
be cancelled.


In connection with the Offering, Arias Resource Capital Fund II L.P.
('ARCF II') has committed to subscribe for 17.5 million subscription
receipts for an aggregate purchase price of Cdn.$50 million.  Arias
Resource Capital Fund L.P. ('ARCF I') currently owns 49,079,261 Dia
Bras Shares or approximately 58.5% of the issued and outstanding Dia
Bras Shares and holds warrants exercisable to acquire an additional
3,099,429 Dia Bras Shares at an exercise price of Cdn.$0.70 per share. 
ARCF I and ARCF II are entities indirectly controlled by Alberto Arias,
a director of Dia Bras.  Accordingly, the purchase by ARCF II of
subscription receipts will constitute a 'related party transaction' for
the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.  Following the purchase of the subscription receipts by ARCF II,
assuming the issuance of 58.3 million Dia Bras Shares pursuant to the
exercise of the subscription receipts in connection with the
Acquisition, ARCF I and ARCF II will own, in the aggregate, 66.6
million Dia Bras Shares or approximately 46.8% of the number of Dia
Bras Shares outstanding immediately following the Acquisition and will
also hold warrants exercisable to acquire an additional 3,099,429 Dia
Bras Shares at an exercise price of Cdn.$0.70 per share.  It is
expected that prior to the completion of the Offering, the purchase of
subscription receipts by ARCF II will be approved by the Board of
Directors of Dia Bras, with Mr. Arias declaring his interest and
abstaining from voting.


In the event that the Selling Shareholders elect to use the maximum 20%
of the proceeds of the Acquisition to purchase Dia Bras Shares, a
maximum of 19,962,237 additional Dia Bras Shares will be issued
representing approximately 12.3% of the number of Dia Bras Shares
outstanding following the completion of the Acquisition.  Based on the
number of Corona shares owned by each of the Selling Shareholders, no
individual Selling Shareholder is expected to own more than 10% of the
number of Dia Bras Shares outstanding following the completion of the
Acquisition.


Completion of the Offering and the Acquisition will be subject to Dia
Bras receiving the approval of the TSXV.


Management of Dia Bras


No changes to the senior management or directors of Dia Bras are
expected in connection with the Acquisition.


About Dia Bras


Dia Bras is a Canadian exploration mining company focused on precious
and base metals in Chihuahua State and other areas of northern Mexico. 
The Company is pursuing the development and exploration of its most
advanced assets - the Bolivar Property (copper‐zinc‐silver) and the
Cusi Property (silver).  Dia Bras is also exploring several precious
metal targets such as La Cascada project at the Bolivar Property, the
Las Coloradas project at Melchor Ocampo (Zacatecas State), the Bacerac
Property (Sonora State) and the La Verde project at the Batopilas
Property (Chihuahua State).


The Company's shares trade on the TSXV under the symbol 'DIB'.


The technical content of this news release has been approved by Thomas
L. Robyn, Ph.D., CPG, RPG, a Director of Dia Bras and a Qualified
Person as defined in NI 43-101.


The TSX Venture Exchange (the 'Exchange') does not accept responsibility
for the adequacy or accuracy for this release.  Completion of the
Acquisition is subject to a number of conditions, including but not limited to, Exchange acceptance.  There can be no assurance
that the Acquisition will be completed as proposed or at all.


Forward-Looking Statements


This press release and other documents filed by the Company contain
'forward-looking information' within the meaning of applicable Canadian
securities legislation, which is also referred to as 'forward-looking
statements', which may not be based on historical fact.  Wherever
possible, words such as 'will', 'plans,' 'expects,' 'estimates,'
'anticipates,' 'believes,' 'intends,' 'may,' and similar expressions or
statements that certain actions, events or results 'may,' 'could,'
'would,' 'might' or 'will' be taken, occur or be achieved, have been
used to identify forward-looking information.  These forward-looking
statements include, without limitation, statements regarding the
execution of the Definitive Agreements and the completion of the
Offering and the Acquisition, future results of operations, performance
and achievements of the Company, including potential property
acquisitions, the timing, content, cost and results of proposed work
programs, the discovery and delineation of mineral
deposits/resources/reserves, geological interpretations, proposed
production rates, potential mineral recovery processes and rates,
business and financing plans, business trends and future operating
revenues.  Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will prove
to be correct. and other factors.  Such statements reflect the
Company's current views with respect to future events and are subject
to a number of risks and uncertainties.  Actual results may differ
materially from results contemplated by the forward-looking
statements.  Prospective investors and others should not place undue
reliance on such forward-looking statements, as they reflect the
Company's current views with respect to future events and are subject
to risks and uncertainties and are necessarily based upon a number of
estimates and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic,
regulatory, competitive, political and social uncertainties and
contingencies.  Many factors could cause the Company's actual results,
performance or achievements to be materially different from any future
results, performance, or achievements that may be expressed or implied
by such forward-looking statements, including among others the failure
to execute the Definitive Agreements or to complete the Offering and/or
the Acquisition, variations in the nature, quality and quantity of any
mineral deposits that may be located, significant downward variations
in the market price of any minerals produced, the Company's inability
to obtain any necessary permits, consents or authorizations required
for its activities, to produce minerals from its properties
successfully or profitably, to continue its projected growth, to raise
the necessary capital or to be fully able to implement its business
strategies and the risks detailed from time-to-time in the Company's
quarterly filings, annual information forms, annual reports and annual
filings with securities regulators.  Forward-looking information will
be updated as required pursuant to the requirements of applicable
securities laws.



To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/March2011/04/c8030.html

For further information on Dia Bras visit www.diabras.comor contact:

Daniel Tellechea
President & CEO
Dia Bras Exploration Inc.
1 (866) 493‐9646
  Karl J. Boltz
Vice President, Corporate Development
Dia Bras Exploration Inc.
1 (866) 493‐9646



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