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DDN Diamonds North Resources Ltd

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Share Name Share Symbol Market Type
Diamonds North Resources Ltd TSXV:DDN TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
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Uranium North and Diamonds North Agree to a Strategic Business Amalgamation

05/12/2012 1:27pm

Marketwired Canada


Diamonds North Resources Ltd. (TSX VENTURE:DDN) and Uranium North Resources
Corp. (TSX VENTURE:UNR) ("the Companies") announce they have entered into a
Letter Agreement to amalgamate. The amalgamated corporate entity will be called
Adamera Resources Corp. with a primary focus on its Washington State strategy to
implement aggressive and accelerated drill campaigns to discover high grade gold
deposits. 


Rationale

The amalgamation of Diamonds North and Uranium North is logical as the two
companies currently hold the same material properties in Washington State and
they share management and exploration teams. Both companies have independently
concluded that it is of highest priority to have these gold projects under
unified ownership. It is anticipated that a combined company will result in:




--  The formation of one of the largest exploration companies in Washington
    State which should assist in attracting major company partnerships and
    new prospective properties. 
--  A much stronger share structure that will be more attractive to both
    institutional and retail investors. 
--  A simplified corporate organization with a unified strategic focus which
    will lead to a distinct corporate identity. 
--  A strong financial position to advance exploration on the Washington
    State properties. 



"I believe this proposed amalgamation will further develop a discovery oriented
corporate culture, garner market support, accelerate exploration activity and
ultimately lead to a significant discovery," says Mark Kolebaba, President and
CEO.


The Amalgamation

The respective boards of directors of Uranium North and Diamonds North have
approved a proposed amalgamation of the two corporations pursuant to the
provisions of the Business Corporations Act (British Columbia). 


The proposed amalgamation is subject to the approval of the shareholders of
Uranium North and Diamonds North and the approval of applicable regulatory
authorities. The amalgamating corporations plan on holding special meetings of
their respective shareholders on such a date as agreed to with regulators to
consider the proposed amalgamation and matters related thereto. The proposed
amalgamation will require the statutory approval of at least two thirds of the
shareholders voting on the matters. 


The amalgamated entity ("Amalco") will operate under the name Adamera Resources
Corp. or such other name approved by the corporations and the regulatory
authorities. 


A joint information circular in respect of the special meeting of shareholders
of each of the amalgamating corporations will be mailed to the shareholders when
formal notices of the special meetings are given. 


In reviewing the proposed amalgamation, the independent members of the board of
directors of each of the amalgamating corporations considered the merits and
fairness of the transaction to its shareholders. As a component of such review,
Uranium North retained Ross Glanville and Associates ("Glanville"), a qualified
independent financial advisor, to determine the fairness to the shareholders of
Uranium North of the proposed amalgamation with Diamonds North. Diamonds North
retained Bruce McKnight Mineral Advisor Services ("McKnight"), a qualified
independent financial advisor, to determine the fairness to the shareholders of
Diamonds North of the proposed amalgamation with Uranium North. Copies of the
final fairness opinions to be delivered by the financial advisors of the
amalgamating corporations will be filed on SEDAR prior to the special meeting of
shareholders of each of the amalgamating corporations. 


Based on the preliminary fairness opinions of Glanville and McKnight, the
independent directors of the amalgamating corporations determined the applicable
share exchange ratios, for which the existing common shares of the respective
amalgamating corporations will be exchanged for Amalco common shares. It is
contemplated that the proposed amalgamation will result in the issuance of
approximately 28.7 million Amalco common shares to former shareholders of the
amalgamating corporations based on the following share exchange ratio: 




i.  for every one common share of Uranium North, shareholders will receive
    0.2000 Amalco common shares, and 
ii. for every one common shares of Diamonds North, shareholders will receive
    0.1333 Amalco common shares. 



In determining the common share ratio Glanville and McKnight took into
consideration the value of 5,189,281 common shares of Uranium North which are
held by Diamonds North but which will be cancelled upon completion of the
amalgamation in accordance with the provisions of the Business Corporations Act
(British Columbia). The current issued and outstanding number of common shares
of each of the amalgamating corporations is as follows: 




i.  85,555,405 common shares of Uranium North (including 5,189,281 common
    shares held by Diamonds North), and 
ii. 94,682,308 common shares of Diamonds North.



The amalgamating corporations intend that Amalco will adopt a new 10% rolling
stock option plan concurrent with the completion of the amalgamation. A
resolution for the adoption of the new stock option plan will be presented at
the special meetings and will be subject to approval by a majority vote.


Highlights of the Combined Entity:

This business combination creates a strong technical company focused 100% on
prospective low operating cost on properties in Washington State. The benefits
of the combined company would be:




--  100% ownership of Washington State properties 
--  Attractive consolidated share structure 
--  Strong cash position 
--  Strong technical capabilities 
--  Improved trading liquidity 
--  Consolidated management focused on unified exploration and marketing
    efforts 
--  Reduce administrative costs by as much as $500,000 per year 
--  Clear and distinct corporate identity 
--  Diversified prospective northern property portfolio



The Board of Directors will consist of Maynard Brown, Bernard Kahlert, Mark
Kolebaba, Geir Liland, and Yale Simpson. An independent advisory board will be
assembled and will include Terrence Lyons, Bill Zimmerman, and Daniel Faure. The
offices of President and CEO will remain with Mark Kolebaba, Janice Davies will
continue as the Corporate Secretary, and Patricia Tanaka the current CFO of
Uranium North will continue as the CFO of the amalgamated corporation. Mike Lee,
current CFO of Diamonds North has resigned as of December 31, 2012, we thank him
for his dedication and service for past the10 years.


The Washington State Strategy and Planned Exploration Program 

Washington State is historically a mining district known for high grade gold
deposits. The most recent mine development is the Buckhorn mine which was
completed in 2008 by Kinross. Kinross owns the Kettle River Mill near the town
of Republic. Kinross hauls Buckhorn ore approximately 70 kilometres along major
roads to their mill which is currently operating at about 1/2 capacity. The
Buckhorn Mine, currently the only source of feed for the mill, has an estimated
3 year mine life remaining. The amalgamated Company's strategy is to find a high
grade ore within trucking distance to the mill.


"Washington State is not only a good fit for the Companies, it is a good fit for
the current economic conditions. This highly prospective terrain has a history
of high grade discoveries and the existing infrastructure and nearby mineral
processing facilities allow for low cost exploration and ultimately low cost
mine development," says Mark Kolebaba, President and CEO. 


Currently, the Companies hold 5 high priority properties in Washington State
that have indications of high grade mineralization, are within 160 kilometres of
a mill or smelter by existing road and the climate allows for year round access.
These properties are Golden Reward, Poland China, Empire Creek, Alder mine and
Talisman.


For a comprehensive summary description of the material properties currently
held in Washington State and Northern Canada by Diamonds North and Uranium North
please see www.diamondsnorth.com and www.uraniumnorth.com. 


Upon completion of the amalgamation, initial programs will commence on the
Golden Reward and Poland China properties. The Golden Reward program will
consist of a 1000 metre drill program to test the gold bearing structure at
depth. This structure has never previously been tested at depth. Estimated
budget for the program is $200,000. The Poland China program will incorporate
additional trenching followed by immediate drilling. Approximately 750 metres of
drilling is expected at an estimated cost of $150,000.


The material northern properties held by the combined company will be held in
good standing as long as permitted under Nunavut and Northwest Territory
regulation. Such properties will be considered inventory properties that can be
joint ventured, sold or advanced by the company depending on future economy and
market conditions. 


Legal Counsel and Auditor

Salley Bowes Harwardt LC is acting as legal counsel to both companies and their
respective Boards of Directors. Davidson and Company are providing financial
advice and audit services for both Companies. 


About Uranium North and Diamonds North

Diamonds North and Uranium North have had a strong northern exploration focus
and as a result, both companies have assembled prospective northern projects in
various commodities including gold, diamonds, base metals and uranium. 


Due to economic conditions and increased costs associated with exploring in
northern Canada, Diamonds North and Uranium North recently formed an alliance
through a US subsidiary Minerals North LLC owned 50% by Diamonds North and 50%
by Uranium North to explore for high grade gold in Washington State. 


Five high-priority Washington State properties have emerged from the initial
alliance, two of which are drill ready.


On behalf of the Boards of Directors,

Mark Kolebaba, President & CEO

Statements in this press release, other than purely historical information,
including statements relating to the Company's future plans and objectives or
expected results, may include forward-looking statements. Forward-looking
statements are based on numerous assumptions and are subject to all of the risks
and uncertainties inherent in resource exploration and development. As a result,
actual results may vary materially from those described in the forward-looking
statements. Grams per tonne are noted as g/t. All dollar amounts are expressed
in Canadian dollars, unless otherwise specified.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Diamonds North Resources Ltd.
Troy Shultz
Manager, Corporate Communications
(604) 689-2010
(604) 484-7143 (FAX)
info@diamondsnorth.com
www.diamondsnorth.com / Twitter: @diamondsnorth


Uranium North Resource Corp.
Heather Kays
Manager, Corporate Communications
(604) 484-7120
(604) 484-7143 (FAX)
info@uraniumnorth.com
www.uraniumnorth.com / Twitter: @uraniumnorth

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