Lydia Diamond Exploration of Canada Ltd.

Lydia Diamond Exploration of Canada Ltd.

November 26, 2009 08:00 ET

Lydia Diamond Exploration of Canada Announces Restructuring

TORONTO, ONTARIO--(Marketwire - Nov. 26, 2009) - Lydia Diamond Exploration of Canada Ltd. ("Lydia Diamond" or the "Company") today announced that it has initiated a restructuring plan to reactivate and recapitalize the Company.

Lydia Diamond is currently dormant and subject to cease trade orders in Canada. Lydia Diamond was engaged in the exploration of its 24,000 hectare exploration property located in Cashel, Effingham, Grimsthorpe and Tudor townships in southeastern Ontario near Madoc (the "Madoc Project"), but no active exploration has occurred since 2003. The Madoc Project does not contain a known body of commercial ore, and it does not have any resources or reserves. Any exploration programs on the Madoc Project are exploratory searches for ore.

On March 10, 2009, Lydia Diamond held a special meeting of shareholders and elected a new board of directors consisting of the following individuals: Mervyn S. Ford, A.I. ("Andy") Schweitzer, Monty Bloom, Larry Burton, Robin MacKnight and Adrian M.S. White. Mervyn S. Ford was appointed Chairman and Andy Schweitzer was appointed Chief Executive Officer. Adrian M.S. White subsequently resigned.

As part of its efforts to carry out its mandate of reactivating and recapitalizing Lydia Diamond, the board of directors commenced a process of reviewing the business, mineral property interests and affairs of Lydia Diamond with a view to formulating a reactivation strategy. The board of directors of Lydia Diamond is pleased to announce the following findings and developments:

  • In order to assess the mineral property interests of Lydia Diamond, Lydia Diamond retained a "Qualified Person" to prepare a technical report in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, adopted by Canadian Securities Administrators. To this end, a technical report entitled, "Technical Report on Madoc Project, Ontario, Canada for Lydia Diamond Exploration of Canada Ltd." dated June 30, 2009 was prepared by Gerald A. Harron, P.Eng. (the "Harron Report") which recommended continued exploration of the property. The Harron Report recommends a Phase 1 program which will focus predominantly on the gold mineralization potential, and a Phase 2 program which will mainly continue gold exploration, and provide for drill testing of gold targets developed in the Phase 1 program. The Phase 2 budget will also support the resumption of diamond exploration. 
  • In order to assess the financial condition of Lydia Diamond, due diligence was completed on the business and affairs of Lydia Diamond. No audited financial statements have been produced for Lydia Diamond since December 31, 2002 and there is no assurance that accounting records maintained since that time are accurate, valid or complete. Based on a review of available information, it has been determined that there are no outstanding claims and no enforceable liabilities in excess of $40,495.08. These liabilities relate to historical expenses arising before the current board of directors commenced the process of reactivating Lydia Diamond. 
  • Notwithstanding the foregoing level of comfort on the financial condition of Lydia Diamond, as a result of a decision released on November 19, 2002, where the Ontario Securities Commission ordered, among other things, that the expenses recorded by Lydia Diamond be independently verified by a forensic accountant, and the potential impact for restatements in prior periods and the absence of a sufficient audit trail, it was determined by the board of directors and its advisors that there would be a substantial cost and time delay in having an audit completed on financial statements for the periods ended December 31, 2003 to December 31, 2008 inclusive.

Based on the foregoing findings and developments, the board of directors of Lydia Diamond is pleased to announce the following reactivation strategy:

  • To restructure the business and affairs of Lydia Diamond, it was determined that an new entity should be formed to hold the assets of Lydia Diamond being the Madoc Project. Crown William Mining Corporation ("Crown William") was incorporated under the laws of the Province of Ontario on March 26, 2009, and was capitalized to be the successor to Lydia Diamond.
  • As a newly incorporated entity, the business records of Crown William are accurate, valid and complete. In addition, a newly incorporated entity represents a clean break from Lydia Diamond which may assist to give investors comfort that a separation has occurred from the regulatory issues experienced by Lydia Diamond.
  • In order to establish Crown William as the new entity holding the assets of Lydia Diamond, and to provide a structure to reactivate and recapitalize the mineral exploration undertaking of Lydia Diamond, it is proposed, that the following steps be taken for which shareholder approval is required:

a) Lydia Diamond will sell the Madoc Project to Crown William, which represents all of the property of Lydia Diamond, in consideration for (i) assumption by Crown William of historical enforceable liabilities of Lydia Diamond in the amount of $40,495.08, (ii) agreement by Crown William that liabilities of Lydia Diamond relating to geological expenditures on the Madoc Project, Reorganization Liabilities and general and administrative expenses paid by Crown William on behalf of Lydia Diamond to arm's length parties for the purposes of the restructuring have been paid in full up to an including closing which amount was $561,340 as at September 30, 2009, and (iii) issuance by Crown William to Lydia Diamond of 10,022,943 Crown William common shares;

b) The common shares of Crown William issued in consideration for the Madoc Project will be distributed as a return of capital to the shareholders of Lydia Diamond on the basis of one (1) share of Crown William for every six (6) shares of Lydia Diamond held by the shareholders of Lydia Diamond with the result that a total of 10,022,943 common shares of Crown William will be issued to the shareholders of Lydia Diamond which has a total of 60,137,660 shares issued and outstanding. In order to provide for the return of capital upon the distribution of the common shares of Crown William to the shareholders of Lydia Diamond, it is proposed that the stated capital account of Lydia Diamond be reduced by an amount to be fixed by the board of directors of Lydia Diamond, being the value as determined by the board of directors of Lydia Diamond of the 10,022,943 Crown William Shares received as consideration for the sale of the Madoc Project. The distribution of the common shares of Crown William to the shareholders of Lydia Diamond will be qualified by a prospectus to be filed in the Province of Ontario which is to be receipted prior to and a condition of the proposed distribution of Crown William Shares; and

c) As the final step in the process of the restructuring of Lydia Diamond, it is proposed that Lydia Diamond be liquidated and dissolved. Upon the liquidation and dissolution of Lydia Diamond, Lydia Diamond will no longer exist, and Crown William will have emerged as the successor to Lydia Diamond with a focus only on the mineral property interests of Lydia Diamond, rather than the regulatory and financial reporting issues associated with Lydia Diamond.

  • Crown William currently has 15,000,000 common shares issued and outstanding. These shares were issued for gross proceeds of $450,000 (average cost of $0.03 per share). A total of 10,022,943 common shares of Crown William will be issued to Lydia Diamond as part of the consideration for the Madoc Project, with the result that a total of 25,022,943 common shares of Crown William will be issued and outstanding upon completion of the proposed restructuring. It is proposed that Crown William undertake further financing on terms to be determined in order to be able to fund property exploration. Crown William and Lydia Diamond have common directors and officers, and a common controlling shareholder, Mervyn Ford through is holding companies, Shamrock Group, S.A. ("Shamrock") and Sablo Management, Inc, ("Sablo"). The sale of the Madoc Project by Lydia Diamond to Crown William is a "related party transaction" under applicable securities laws, and Lydia Diamond is relying on certain exemptions from valuation and majority of minority shareholder approval requirements. The sale was approved by the independent directors of Lydia Diamond, being Monty Bloom and Larry Burton, neither of whom are shareholders or employees of either Lydia Diamond or Crown William, or are entitled to receive any collateral benefit as a result of the transactions discussed above.

Related Party Transaction

The sale of the Madoc Project by Lydia Diamond to Crown William is a "related party transaction" as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101") under applicable securities laws as Mervyn Ford, and officer and director of both Crown William and Lydia Diamond also controls both companies. However, Lydia Diamond is exempt from the valuation and minority approval requirements of MI 61-101 for related party transactions because (i) no securities of Lydia Diamond are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc., (ii) the fair market value of the securities issued by Crown William pursuant to the cash private placements of $450,000 completed by Crown William does not exceed $2,500,000, and (iii) the independent directors of Lydia Diamond, being Monty Bloom and Larry Burton, unanimously approved the transaction, are not employees or shareholders of either Lydia Diamond or Crown William, and they are not entitled to receive any collateral benefit as a result of the transaction.

The independent directors of Lydia Diamond, Monty Bloom and Larry Burton, retained Gerald A. Harron, P.Eng. to prepare a formal valuation of the mineral properties of Lydia Diamond entitled, "Valuation Report on Madoc Project, Southern Ontario M.D. Ontario for Lydia Diamond Exploration of Canada Ltd." dated August 15, 2009 (the "Harron Valuation"). In the Harron Valuation, Mr. Harron opined to the board of directors that, as of August 15, 2009, the fair market value of the mineral properties of Lydia Diamond were in the range of $1.6 million to $2.0 million. The independent directors of Lydia Diamond selected $1.8 million as the fair market value of the Madoc Project, which is the midpoint of the range of values determined in the Harron Valuation. The independent directors determined that fair market value attributable to 10,022,943 common shares of Crown William being issued in consideration for purchase of the Madoc Project was $1,160,000 ($0.12 per share) after deduction of other consideration being paid by Crown William and that shareholders of Lydia would be diluted such that after the transaction the shares of Crown William held by them would have a fair market value of $280,000 ($0.028 per share). The independent directors of Lydia Diamond concluded that the purchase of the Madoc Project by Crown William was being conducted in accordance with MI 61-101, and that the discount in the value of the shares received by Shamrock and Sablo and the dilution to the shareholders of Lydia Diamond are fair and reasonable for the following reasons:

  1. Shamrock and Sablo have undertaken substantial efforts in the restructuring of Lydia Diamond. This work has included engaging professional advisors to determine the alternatives for the restructuring of Lydia Diamond, retaining geological service providers to assess the Madoc Project and incurring related costs to fully analyze the prospects for the Madoc Project;
  1. Mervyn S. Ford and Andy Schweitzer, the executive representatives of Sablo and Shamrock, have substantial business experience and it is perceived that they possess the requisite skill and ability to complete the restructuring of Lydia Diamond; and
  1. success of the restructuring efforts of Lydia Diamond cannot be assured and accordingly, Shamrock and Sablo must accept the economic risk of loss of their entire investment. In particular, if Lydia Diamond cannot be successfully restructured, it will not be possible to complete further financings which are necessary in order to be able to fund property exploration, and it will have no shareholder value.

Shareholder Meeting

A special meeting of the shareholders of Lydia Diamond will be held at the Toronto Board of Trade, First Canadian Place, 77 Adelaide Street, Toronto, ON, M5X 1C1 on December 23rd, 2009, at the hour of 10:00 a.m. (Toronto time), for the purpose of voting on the matters discussed in this release. A full copy of the information circular dated November 20, 2009 relating to the special meeting, as well as the Harron Report and the Harron Valuation, are found on www.sedar.com.

This news release contains forward-looking statements. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company's mineral properties, and the Company's financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.

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