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Last updated on April 23, 2014 at 12:30 EDT

Dia Bras signs Letter of Intent to acquire Plexmar and provides a bridge credit facility to Plexmar

April 23, 2012

TORONTO, April 23, 2012 /PRNewswire/ – Dia Bras Exploration Inc. (TSX-V:DIB) (BVLAC:DIB) (“Dia Bras” or the
“Company”)
and Plexmar Resources Inc. (TSX-V: PLE) (“Plexmar”) are pleased to announce that Dia Bras and Plexmar have entered into a
letter of intent (the “Letter of Intent”) pursuant to which Dia Bras
will acquire all of the outstanding common shares of Plexmar in
exchange for common shares of Dia Bras by way of a statutory plan of
arrangement (the “Acquisition”). The Acquisition is subject to Dia
Bras’ completion of due diligence of the business and affairs of
Plexmar, the execution of definitive agreements within 60 days of
signing the Letter of Intent, approval by the Plexmar shareholders,
regulatory and court approvals, and other customary closing conditions.
In addition, Plexmar has agreed to deal exclusively with Dia Bras for a
period of 90 days. The Plexmar board of directors has created a special
committee, composed of independent directors, which will serve to
review all documents and process steps, in order to provide
recommendations to the Plexmar board of directors.

Pursuant to the Acquisition, the outstanding Plexmar common shares will
be acquired in exchange for an aggregate of 4,587,595 Dia Bras common
shares.  In addition, all of the outstanding options and warrants to
purchase Plexmar common shares will be exchanged for 283,424 Dia Bras
replacement options and 892,210 Dia Bras replacement warrants. As a
result, after giving effect to the Acquisition, Dia Bras and Plexmar
shareholders will own approximately 97% and 3%, respectively, of the
Dia Bras common shares issued and outstanding.

Letter of Intent Highlights:

        --  Dia Bras has entered into a Letter of Intent with Plexmar to
            acquire all of the outstanding common shares of Plexmar at an
            agreed exchange ratio of 0.020101 of a Dia Bras common share
            for each Plexmar common share (the "Exchange Ratio"), with an
            approximate value of CAD$13.7 million. The Exchange Ratio has
            been determined based on CAD$0.0600 per Plexmar Share and
            CAD$2.9849 per Dia Bras Share.
        --  In addition, all outstanding options and warrants to purchase
            Plexmar common shares will be exchanged for replacement options
            and warrants to purchase Dia Bras common shares and will be
            exercisable to purchase that number of Dia Bras common shares
            at an exercise price each determined by reference to the
            Exchange Ratio.

        --  As an inducement to Dia Bras to enter into the Letter of
            Intent, Plexmar has granted to the Company an option (the
            "Concession Option"), whereby it will have the right to acquire
            the Bolsa del Diablo and Hans XX properties for US$800,000 if
            certain option events take place.

Prior to having entered into the Letter of Intent, Plexmar and Sociedad
Minera Trece Barras S.A.C. (“Trece Barras”) agreed to terminate their
previously existing mineral rights agreement (the “Mineral Rights
Agreement”) pursuant to which Trece Barras had been granted the right
to provide exploration services and exploitation of high grade gold
veins on the Bolsa del Diablo project in exchange for a 2% net smelter
return (“NSR”) to Plexmar.

Daniel Tellechea, President and CEO of Dia Bras, commented “The acquisition of Plexmar will position Dia Bras to continue
increasing its precious metal production going forward.”

Guy Bédard, President of Plexmar, commented ”Dia Bras is well funded, has two operating mines in Peru and Mexico and
is very familiar with northern Peru. It is management and the Board’s
view that Plexmar shareholders will benefit from Dia Bras’ outstanding
local operational expertise. We believe that raising capital in the
prevailing difficult markets would have resulted in major dilution of
shareholder value.”

Pursuant to the Letter of Intent, Plexmar is required to grant the
Concession Option to Dia Bras in connection with the definitive
agreement for the Acquisition (the “Arrangement Agreement”), with each
of the following constituting an option event:

        --  if the Plexmar Board of Directors withdraws or modifies its
            recommendation

        --  if the Plexmar Board of Directors approves or recommends
            another acquisition proposal

        --  if Plexmar fails to hold its shareholders meeting on or before
            July 31, 2012

        --  if the Acquisition is not completed on or before September 15,
            2012, and

        --  if after terminating the Arrangement Agreement, Plexmar enters
            into a definitive agreement with respect to a superior
            proposal, or if Plexmar enters into another acquisition
            proposal 12 months after termination of the Arrangement
            Agreement

Bridge Credit Facility:

Additionally, and in a separate transaction, Dia Bras has provided
Plexmar with a bridge credit facility (the “Credit Facility”) of up to
US$1,000,000, the proceeds of which will be used by Plexmar first, to
repay outstanding loans, including loans from shareholders, directors
and officers, second, to pay amounts due on certain mining concessions
and third, for working capital purposes.

The Credit Facility matures in six months (the “Maturity Date”) and
bears interest at a rate of 15% per annum. Furthermore, at any time
prior to the Maturity Date, Dia Bras in its sole discretion may elect
to exercise its option under an Option Agreement entered into in
connection with the Credit Facility, whereby Sociedad Minera San
Miguelito S.A.C. (“San Miguelito”) and Minera Ate S.A.C. (“Minera
Ate”), both subsidiaries of Plexmar, would grant Dia Bras a 5% NSR
royalty on Plexmar’s Bolsa del Diablo concessions and an option to
acquire up to a 60% interest in Plexmar’s Angolos Concession. The
exercise price is US$1 million and may, at the discretion of Dia Bras,
be offset, in whole or in part, by amounts owing to Dia Bras under the
Credit Facility.

Pursuant to the Credit Facility, Dia Bras will take as collateral (a)
the shares of Plexmar’s subsidiaries, San Miguelito and Minera Ate, (b)
the Malin Plant located in Trujillo, Peru and (c) all of the
concessions directly or indirectly owned by Plexmar and its
subsidiaries.

About Dia Bras

Dia Bras is a Canadian 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 molybdenum
deposit.

About Plexmar

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 9,700 ha and is located near the border with Ecuador. In
total, Plexmar owns 100% of 38 concessions and has the right to acquire
100% of 2 more concessions through option agreements.

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
release.

Forward-looking Statements

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 Dia Bras Exploration Inc.


Source: PR Newswire