TORONTO, Sept. 28, 2012 /CNW/ - Dia Bras Exploration Inc. (TSX:DIB) (BVLAC:DIB) ("Dia Bras") and Plexmar Resources Inc. (TSXV: PLE) ("Plexmar") are pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued an interim order authorizing Plexmar to, among other things, call an annual and special meeting of its shareholders (the "Special Meeting") to consider, among other things, and, if deemed advisable, pass two special resolutions to approve a proposed plan of arrangement (the "Plan of Arrangement") in accordance with the Business Corporations Act (Ontario) (the "OBCA") and to approve the continuance of Plexmar as a corporation under the OBCA (the "Continuance"). On September 18, 2012, Dia Bras and Plexmar announced that they had entered into a definitive arrangement agreement (the "Arrangement Agreement"), setting out, among other things, the proposed acquisition of Plexmar by Dia Bras, 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 and subject to adjustment, as described in the Arrangement Agreement. All outstanding warrants and options to acquire common shares of Plexmar shall be cancelled for no consideration.
The Special Meeting to approve the Plan of Arrangement and the Continuance will be held at 10:00 a.m. (Quebec time) on October 29, 2012, at 2505, boulevard Laurier, Bureau 240, Québec, Québec G1V 2L2, Canada. The record date for determining the holders of common shares of Plexmar that will be entitled to receive notice of and to vote at the Special Meeting is September 28, 2012. Each of the special resolutions approving the Plan of Arrangement and the Continuance must be approved by at least 66 2/3% of the votes cast by Plexmar shareholders represented in person or by proxy and entitled to vote at the Special Meeting. Plexmar's board of directors has unanimously recommended that holders of Plexmar's shares vote in favour of the Plan of Arrangement and the Continuance of Plexmar as an OBCA corporation.
The Notice of the 2012 Annual and Special Meeting, Management Information Circular, Form of Proxy and Letter of Transmittal with respect to the Plan of Arrangement and Continuance are expected to be mailed to holders of common shares of Plexmar by October 5, 2012. Copies of these documents will also 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.
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.
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 Plexmar Resources