MONTREAL, QUEBEC--(Marketwired - May 7, 2013) - Diadem Resources Ltd. (TSX VENTURE:DRL.H) ("Diadem" or the "Company", "DRL") announced today that it has entered into a purchase-sale agreement ("Definitive Agreement") with Darnley Bay Resources Limited ("DBL") to acquire DBL's 50% interest in the Franklin diamond project in the Parry Peninsula of the Northwest Territories. Diadem will have exclusive rights to all diamonds in the Parry Peninsula.
The Project was previously explored in a joint venture between the two companies. Consideration for the purchase will consist of 11,700,000 Diadem common shares from treasury, the issuance of 11,700,000 warrants to purchase common shares at the price of $0.10 per share for a period ending 30 months after the Closing Date and DBL will retain a 2% Net Smelter Royalty ("NSR") on the sale of diamonds and all other minerals produced from the project properties. Diadem will have the right to purchase 1% of DBL's 2% aggregate NSR for $1.0 million in cash.
Diadem has agreed to incur a minimum of $1,500,000 of expenditures with respect to the Interests on or before the date which is 24 months from the date of the Definitive Agreement. For the purposes of this Definitive Agreement expenditures shall mean all direct and indirect expenses of or incidental to any and every kind of work which Diadem elects to do or have done on the Interests, together with any and all costs, fees and expenses that may be paid to obtain feasibility, engineering or other studies or reports on or with respect to the Interests
In the event that Diadem fails to incur the expenditures, then DBL will be entitled to retain all other compensation paid to DBL and Diadem will offer 100% of the interests acquired to DBL in return for a two percent (2%) net smelter royalty from the sale of diamonds produced from the interests acquired.
This acquisition is subject to the approval of the TSX Venture Exchange, other applicable regulatory authorities and the Inuvialuit Regional Corporation and its affiliates.
About Diadem Resources Ltd.
Diadem is focused on acquiring near-production mining opportunities in North America, especially those related to diamonds and gold. Its principal current activity is diamond exploration in the Franklin Bay area of the Northwest Territories. "The acquisition of DBL's 50 % interest in this project will provide Diadem with full ownership of one of Canada's most exciting diamond exploration projects," stated Aime Bertrand, Diadem's President. "More than thirty kimberlite drill targets have been identified on the Parry Peninsula area."
Diadem currently has outstanding 50,008,848 common shares and 53,208,848 on a fully diluted basis.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the statements. There are certain factors that could cause actual results to differ materially from those in forward-looking statements. These include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. In particular, Diadem and DBL may not complete the definitive agreement required to close the transaction or receive the necessary regulatory approvals. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. For more information on the Company, investors should review registered filings at www.sedar.com.
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