Archangel Diamond Corporation

Archangel Diamond Corporation

February 17, 2010 13:35 ET

Archangel Diamond Corporation Obtains Recognition Order from Ontario Court; Calls Special Meeting of Shareholders

TORONTO, ONTARIO--(Marketwire - Feb. 17, 2010) - Archangel Diamond Corporation ("Archangel" or the "Corporation") (TSX VENTURE:AAD.H) announces that it will hold a special meeting of shareholders (the "Special Meeting") on Monday, March 15th, 2010, at 10:00 a.m. (Toronto Time) at the offices of Fasken Martineau DuMoulin LLP at 66 Wellington Street West, 36th Floor, Toronto Dominion Tower, Toronto, Ontario, Canada to approve the voluntary dissolution of the Corporation and the delisting of the Corporation's shares from the NEX trading board of the TSX Venture Exchange (the "NEX").

In December, 2009, the United States Bankruptcy Court for the District of Colorado (the "US Bankruptcy Court") entered its order (the "US Order") confirming Archangel's amended plan of liquidation (the "Plan"). The Plan transfers the assets of the Corporation (being substantially the Corporation's legal proceedings against AGD, LUKoil and certain related parties) to a trust (the "Liquidating Trust") of which the Corporation's creditors as of June 26, 2009 and the Corporation's equity holders as of September 3, 2009 are beneficiaries, and otherwise sets forth the treatment of such creditors and equity holders. The US Order approves the treatment of creditors and equity holders of the Corporation and establishes the binding legal effect of the Plan. The claims of creditors as against the Corporation were extinguished and are now reflected as interests in the Liquidating Trust.

On January 25, 2010 the Corporation made application to Ontario Superior Court of Justice (Commercial List) (the "Ontario Court") under Part IV of the Canada Companies' Creditors Arrangement Act to obtain a recognition to domesticate the US Order and its effect in Canada.

On February 5, 2010 the Ontario Court issued its order (the "Canadian Order") recognizing the US Chapter 11 proceedings with respect to Archangel and the US Order, confirming the Plan and declaring that, upon implementation of the Plan, Archangel has no assets, no liabilities and is not insolvent. A copy of the Canadian Order may be viewed with other Archangel disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at

As a result of the US Order and Canadian Order, upon implementation of the Plan the Corporation will no longer has any substantive assets or active business operations. Pursuant to the TSX Venture Exchange bulletin of January 12, 2010 trading in the common shares of the Corporation on the NEX was changed from halt to suspend for failure to maintain TSX Venture Exchange requirements. No viable alternatives have been identified to continue the Corporation and Archangel has no sources of revenue and no cash available to maintain its status as a public company.

The Board of Directors of the Corporation has therefore determined that it is in the best interests of the shareholders to voluntarily dissolve the Corporation and to apply to delist its shares from the NEX. The shareholders will be asked at the Special Meeting to: (i) approve the voluntary dissolution of the Corporation; and (ii) if such resolution is passed, to approve the delisting of the Corporation's shares from the NEX. Full particulars concerning the special business to be considered at the Special Meeting will be contained in Archangel's management information circular which is anticipated for mailing and filing on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at shortly. Archangel Diamond Corporation ("Archangel" or the "Corporation") (TSX VENTURE:AAD.H) announces the resignation of Tom Beardmore-Gray as President and Chief Executive Officer of the Corporation effective January 15, 2010. Mr. Beardmore-Gray remains a member of the Board of Directors of the Corporation.

CAUTIONARY NOTE TO SHAREHOLDERS CONCERNING FORWARD LOOKING STATEMENTS AND FINANCIAL PROJECTIONS - This news release contains "forward-looking statements", within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the outcome of future negotiations, completion of the Transaction, execution of definitive agreements, exercise of future call rights, success of financing activities, identification or upgrade of mineral resources, requirements for additional capital, government regulation, results of future diamond exploration, results of diamond marketing, changes in legal requirements, changes in the political environment, environmental liabilities and title disputes. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual outcomes, results, level of activity, performance or achievements of Archangel Diamond Corporation to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks described in the above news release; those risks set out in Archangel's disclosure documents and its annual, interim management discussion and analysis and annual reports. Although Archangel has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Archangel does not undertake to update any forward-looking statements or financial projections, except in accordance with applicable securities laws.

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.

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