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

Monday, April 23, 2012 8:32 AM

TORONTO, April 23, 2012 /CNW/ - 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.


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