Post by Franko10 ™ on Sept 16, 2004 9:50:18 GMT -5
DIAGEM announces its intention to undertake the following transactions.
Diagem will undertake a $3.45 million private placement (the 'Diagem Placement') comprising 5,714,285 flow-through common shares at $0.35 each and 4,142,857 non-flow-through Units at $0.35. Each Unit will comprise one common share and one warrant to purchase one additional common share, exercisable at a price of $0.40 for one year.
The proceeds of the flow-through portion (approximately $2,000,000) of the Diagem Placement will be spent by Diagem on the further exploration and development of the Canadian properties owned and operated by the KWG Resource Inc. ('KWG') / Spider Resource Inc. ('Spider') Joint Venture in order to earn an interest (the 'Interest') in the properties. Diagem will also have the option to sell, and the Joint Venture will have the option to acquire, the Interest for share consideration to be issued by each of KWG and Spider in proportion to their Joint Venture interests. Accordingly, upon exercise of the option, KWG would issue to Diagem a total of 8,666,667 common shares at a price of $0.12 each and Spider would issue a total of 9,600,000 common shares at a price of $0.10 each.
The $2,000,000 flow through funds will be used to advance all of the Joint Venture's major projects, including:
McFauld's project, James Bay Lowlands, Ontario: Geophysical ground follow-up (including downhole geophysics) and diamond drilling of up to six new targets.
McFadyen project proximate to DeBeers'Victor Pipe, James Bay Lowlands: Diamond drilling of three kimberlite targets as well as drilling of the underlying feeder structure.
Wawa project, Ontario: Regional prospecting, eight mini-bulk samples and two 50 tonne samples.
Upon completion of these transactions, and assuming exercise of the options, Diagem will have increased its ownership of KWG to 40% (from 34%), and acquired a 6% ownership in Spider.
The proceeds of the non-flow-through portion (approximately $1,450,000) of the Diagem Placement will be used for general working capital and to fund expansion and enhancements to Diagem's Brazilian Diamond Mining project in the Juina Diamond Province, Brazil.
No finders fees or commissions will be paid in respect of these non brokered private placements. These transactions are subject to regulatory approval and the approval of the board of directors of both KWG and Spider.
For and on behalf of
DIAGEM International Resource Corp.
"Dr. Mousseau Tremblay"
President
Diagem will undertake a $3.45 million private placement (the 'Diagem Placement') comprising 5,714,285 flow-through common shares at $0.35 each and 4,142,857 non-flow-through Units at $0.35. Each Unit will comprise one common share and one warrant to purchase one additional common share, exercisable at a price of $0.40 for one year.
The proceeds of the flow-through portion (approximately $2,000,000) of the Diagem Placement will be spent by Diagem on the further exploration and development of the Canadian properties owned and operated by the KWG Resource Inc. ('KWG') / Spider Resource Inc. ('Spider') Joint Venture in order to earn an interest (the 'Interest') in the properties. Diagem will also have the option to sell, and the Joint Venture will have the option to acquire, the Interest for share consideration to be issued by each of KWG and Spider in proportion to their Joint Venture interests. Accordingly, upon exercise of the option, KWG would issue to Diagem a total of 8,666,667 common shares at a price of $0.12 each and Spider would issue a total of 9,600,000 common shares at a price of $0.10 each.
The $2,000,000 flow through funds will be used to advance all of the Joint Venture's major projects, including:
McFauld's project, James Bay Lowlands, Ontario: Geophysical ground follow-up (including downhole geophysics) and diamond drilling of up to six new targets.
McFadyen project proximate to DeBeers'Victor Pipe, James Bay Lowlands: Diamond drilling of three kimberlite targets as well as drilling of the underlying feeder structure.
Wawa project, Ontario: Regional prospecting, eight mini-bulk samples and two 50 tonne samples.
Upon completion of these transactions, and assuming exercise of the options, Diagem will have increased its ownership of KWG to 40% (from 34%), and acquired a 6% ownership in Spider.
The proceeds of the non-flow-through portion (approximately $1,450,000) of the Diagem Placement will be used for general working capital and to fund expansion and enhancements to Diagem's Brazilian Diamond Mining project in the Juina Diamond Province, Brazil.
No finders fees or commissions will be paid in respect of these non brokered private placements. These transactions are subject to regulatory approval and the approval of the board of directors of both KWG and Spider.
For and on behalf of
DIAGEM International Resource Corp.
"Dr. Mousseau Tremblay"
President