Dia Bras Exploration Inc.

Dia Bras Exploration Inc.

June 11, 2009 09:17 ET

Dia Bras Closes $925,520 Non-Brokered Private Placement

MONTREAL, QUEBEC--(Marketwire - June 11, 2009) - Dia Bras Exploration Inc. (TSX VENTURE:DIB) has closed the non-brokered private placement previously announced on May 19. The Corporation has raised $925,520 through the issuance of 18,510,040 units ("Unit") at a price of $0.05 per Unit. Each Unit consists of one common share of the Corporation ("Common Share") and one purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to subscribe to one Common Share at a price of $0.10 until December 3, 2011.

In connection with the placement, the Corporation's major shareholder, Arias Resource Capital Fund L.P. subscribed for a total consideration of $900,520 and purchased 18,010,400 Units.

After completion of the placement, Arias Resource Capital Fund L.P. holds 85,639,127 Common Shares and 75,095,627 Warrants, representing approximately 38.67% of the issued and outstanding Common Shares.

A number of insiders of the Corporation participated in the Private Placement by subscribing for Units. Participation of these insiders constituted a "related party transaction" within the meaning of Regulation 61-101 - Protection of Minority Securityholders in Special Transactions (the "Regulation"). However, the Private Placement is exempt from the formal valuation and majority of the minority shareholders approval set out in the Regulation since, at the time the transaction was agreed to: (i) the securities of the Corporation were not listed or quoted on one of the exchanges or markets specifically identified in the Regulation; (ii) neither the fair market value of the securities to be distributed in the Private Placement nor the consideration to be received for those securities, insofar as the transaction involves interested parties, exceeds $2,500,000 and (iii) the Corporation has several independent directors who are not employees of the Corporation; and, at least, two thirds of said independent directors approved the transaction, as per sections 5.5 and 5.7 of the Regulation. The Corporation will not be able to provide a notice of material change within a minimum of 21 days before the closing of the proposed Private Placement, as stipulated in the Regulation; the proceeds of the Private Placement will address immediate working capital needs of the Corporation.

All securities issued under the placement are subject to a four-month hold period which expires on October 3, 2009. After taking into consideration this private placement, the Corporation has a total of 221,474,487 common shares issued and outstanding.

The net proceeds will be used to finance the operations of the Corporation.

About Dia Bras

Dia Bras is a Canadian exploration mining company focused on precious and base metals in the State of Chihuahua, in northern Mexico. The Corporation is committed to developing and adding value to its assets - the Bolivar copper-zinc project and the Cusi silver mining camp. The Corporation trades on the TSX Venture Exchange under the symbol "DIB".

Forward-looking statements

Except for statements of historical fact, all statements in this news release, without limitation regarding new project 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.

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 release.

Contact Information

  • Dia Bras Exploration
    Daniel Tellechea
    President & CEO
    Dia Bras Exploration
    Nathalie Dion
    Investor Relations
    514-393-8875 ext. 241