DAWSON CREEK CAPITAL CORP.
TSX VENTURE : DAW.P

November 20, 2007 17:44 ET

Dawson Creek Capital Corp. Receives Conditional Listing Approval From TSX and Initiates Offer to Acquire the Securities of Lydian Resource Company Limited

TORONTO, ONTARIO--(Marketwire - Nov. 20, 2007) - DAWSON CREEK CAPITAL CORP. ("Dawson Creek" or the "Corporation") (TSX VENTURE:DAW.P) is pleased to announce that it has initiated an offer (the "Offer") to acquire all of the securities of Lydian Resource Company Limited ("Lydian"). The Offer is part of an arm's length business combination first announced on August 20, 2007, which, if completed, will be the qualifying transaction by the Corporation for Dawson Creek and result in the listing of the new combined entity to be named Lydian International Limited on the Toronto Stock Exchange (the "TSX").

The Corporation will file a filing statement today on www.sedar.com which contains information about the Offer, the concurrent offering, Dawson Creek, Lydian and the proposed combined entity.

The Offer

The Corporation has offered to acquire from Lydian's shareholders all of the issued and outstanding Lydian shares. For every one Lydian share purchased by the Corporation pursuant to the Offer, the Corporation will issue one post consolidation common share. The Offer includes provisions for the exchange of all Lydian warrants and options for equivalent post consolidation securities of Dawson Creek.

The Offer is conditional on receipt of acceptances of the Offer from Lydian shareholders holding not less than 80% of the issued share capital of Lydian, the purchase and replacement of all outstanding options and warrants issued by Lydian and the receipt of all required approvals to the Offer from the TSX. The TSX has granted conditional approval to Dawson Creek and Lydian to list the shares of Lydian International Limited subject to the completion of the acquisition and other conditions.

At a shareholders meeting on October 30, 2007, Dawson Creek shareholders approved a consolidation of Dawson Creek's issued and outstanding shares on a ratio of two post-consolidation Dawson Creek shares for each three pre-consolidation Dawson Creek shares. Shareholders of Dawson Creek also approved the continuance of Dawson Creek from Alberta to the jurisdiction of Jersey, which is expected to be completed prior to Dawson Creek's purchase of the Lydian shares pursuant to the Offer. The Corporation will also change its name to Lydian International Limited at the time of the continuance.

If Dawson Creek acquires, 90% or more of the Lydian shares pursuant to the Offer, Dawson Creek intends to exercise its rights under applicable laws to acquire the remaining Lydian shares on the same terms as the Offer.

The local securities regulatory authorities in Ontario and British Columbia have granted an order that the applicable take-over bid requirements in each such jurisdiction will not apply in connection with the Offer.

Concurrent Offering

Dawson Creek intends to complete a concurrent offering, at or around the time of the completion of the acquisition of Lydian of between 8,500,000 and 12,000,000 Dawson Creek Units with each "Dawson Creek Unit" consisting of one post-consolidation Dawson Creek share and a warrant that will entitle the holder to purchase one half of a post-consolidation Dawson Creek share. Each Dawson Creek Unit will be priced at a $1.25.

Lydian Resource Company Limited

Lydian is a United Kingdom private company, which holds a diversified portfolio of mineral exploration assets in Armenia, Kosovo and Turkey. Lydian commenced operations in 2006 and has approximately 111 shareholders. Its two largest shareholders are Newmont Overseas Exploration Limited and International Finance Corporation (part of the World Bank Group). Each of these shareholders will hold more than 10% of the shares of Lydian International Limited.

Directors and Officers

In conjunction with the completion of the proposed acquisition, it is intended that Tim Coughlin will become the President, Chief Executive Officer and a director of Lydian International Limited, Hugh Devlin will become an Executive Director, Roderick Corrie will become the Chief Financial Officer and a director, and Gordon Wylie, Marc Henderson and Peter Mullens will join the Board as non-executive directors. Gordon Wylie will be Chairman of the Board. All current directors of the Corporation including Jeffrey Dawson, David Antony and Trevor Wong-Chor will resign on closing of the acquisition of Lydian.

Sponsorship

Haywood Securities Inc. ("Haywood"), subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the qualifying transaction. Haywood will receive a sponsorship fee and will be reimbursed for its legal and certain other expenses.

This news release may contain forward-looking statements based on assumptions and judgments of management of Dawson Creek and Lydian regarding future events or results. Such statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. Dawson Creek disclaims any intention or obligation to revise or update such statements except as may be required by law.

Investors are cautioned that, except as disclosed in the filing statement of Dawson Creek to be prepared in connection with the transaction, any information released or received with respect to the proposed qualifying transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Dawson Creek should be considered highly speculative.

Completion of the transaction is subject to a number of conditions, including but not limited to, acceptance by the TSX. There can be no assurance that the transaction will be completed as proposed or at all.

NEITHER THE TSX NOR THE TSX VENTURE EXCHANGE INC. HAS IN ANY WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE. NEITHER THE TSX NOR THE TSX VENTURE EXCHANGE ACCEPTS RESPONSIBILITY FOR THE ACCURACY OR ADEQUACY OF THIS RELEASE.

Contact Information

  • DAWSON CREEK CAPITAL CORP.
    Jeffrey A. Dawson
    President, Chief Executive Officer,
    Chief Financial Officer and Director
    1-877-932-8858
    or
    Lydian International Limited
    Roderick Corrie
    Chief Financial Officer and Director
    44 1249 760 120