TORONTO, Sept. 18, 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 signed a definitive arrangement agreement (the "Arrangement Agreement") with respect to the previously announced acquisition of Plexmar by Dia Bras. Pursuant to the Arrangement Agreement, Plexmar and Dia Bras have agreed to complete a statutory plan of arrangement (the "Arrangement") in accordance with the Business Corporations Act (Ontario) (the "OBCA") whereby Dia Bras will acquire all of the outstanding common shares of Plexmar at a price of $0.01 per common share, payable in cash (the "Acquisition"), and all outstanding warrants and options to acquire common shares of Plexmar shall be cancelled for no consideration.
The board of directors of Plexmar (the "Plexmar Board"), after receiving the recommendation of the special committee composed of independent directors of the Plexmar Board, has unanimously approved the Arrangement and the entering into of the Arrangement Agreement. Paradigm Capital Inc. is acting as financial advisor to Plexmar in connection with the Arrangement and has provided Plexmar with its opinion that, subject to the assumptions, limitations and qualifications set forth therein, the consideration to be received by the Plexmar shareholders is fair, from a financial point of view, to the Plexmar shareholders.
The completion of the Arrangement is subject to the satisfaction of a number of conditions, including but not limited to, receipt of requisite shareholder, court and regulatory approvals. The Arrangement will need to be approved by not less than 66 2/3% of the votes cast by Plexmar shareholders voting in person or by proxy, at a special meeting of the Plexmar shareholders. In addition, the completion of the Arrangement is subject to the successful continuance of Plexmar as corporation under the OBCA.
Under the terms of the Arrangement Agreement, Plexmar has agreed that it will not solicit or initiate any inquiries or discussions regarding any other business combination or sale of assets and has granted Dia Bras the right to match any superior proposals. The terms of the Arrangement will be summarized in Plexmar's management information circular which will be filed and mailed to Plexmar's securityholders in connection with the special meeting. For more information on the Arrangement Agreement, please refer to the full Arrangement Agreement, a copy of which will be filed by Plexmar on SEDAR and will be available for viewing on Plexmar's SEDAR profile on www.sedar.com.
About Dia Bras
Dia Bras is a Canadian and Peruvian listed (TSX-V: DIB, BVL: DIB) 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.
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 22,000 ha and is located near the border with Ecuador. In total, Plexmar owns 100% of 39 concessions and has the right to acquire 100% of 1 more concession through an option agreement.
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.
For further information on Plexmar Resources Inc. visit www.plexmar.com or contact:
Plexmar Resources Inc.
1 (418) 658-6776
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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.