Lydian International Ltd.
TSX : LYD

Lydian International Ltd.

December 28, 2007 17:24 ET

Lydian International Limited Completes Tranaction to Acquire the Securities of Lydian Resource Company Limited

JERSEY, CHANNEL ISLANDS--(Marketwire - Dec. 28, 2007) - LYDIAN INTERNATIONAL LIMITED (formerly Dawson Creek Capital Corp., the "Corporation") announced today that it completed its previously announced transaction (the "Transaction") to acquire Lydian Resource Company Limited ("Lydian") and various related matters. Lydian is now an international mining company with activities in Armenia, Kosovo and Turkey.

The Transaction

On December 27, 2007, the Corporation acquired from Lydian's shareholders 30,132,161 Lydian ordinary shares, representing approximately 98% of the issued and outstanding Lydian shares. As part of the Transaction, the Corporation also completed a consolidation of its outstanding share capital on the basis of two post-consolidation shares for each three pre-consolidation shares. For every Lydian share purchased by the Corporation, the Corporation issued one post consolidation ordinary share. The Transaction also involved the exchange of all Lydian warrants and options for equivalent post consolidation securities of the Corporation. The Corporation also completed its announced continuance from Alberta to the jurisdiction of Jersey and changed its name to Lydian International Limited.

The Corporation has received conditional approval of the Toronto Stock Exchange to list the Corporation's shares, subject to the completion of the Transaction and other conditions. It is anticipated that the Corporation will commence trading on the Toronto Stock Exchange on or about January 4, 2008 under the symbol LYD.

As part of the Transaction, the Corporation also completed a concurrent non-brokered private placement of 6,903,600 "Units" for proceeds of CAD $8,629,500. Each Unit consists of one post-consolidation share of the Corporation and a warrant that will entitle the holder to purchase one half of a post-consolidation share of the Corporation. Each Unit was priced at a $1.25 and the warrants are exercisable at $1.55 per share for a period of 24 months. Following completion of the private placement the Corporation has 39,035,763 shares outstanding.

Newmont Mineral Holdings B.V., a subsidiary of Newmont Mining Corporation ("Newmont") and International Finance Corporation ("IFC") each purchased one million Units as part of the Corporation's concurrent private placement. On completion of the Transaction, Newmont (together with its affiliates) and IFC hold 5,150,000 and 5,149,999 ordinary shares respectively, in each case representing approximately 13% of the issued and outstanding shares of the Corporation. Newmont and IFC also hold warrants to acquire 2,500,000 and 4,500,000 shares of the Corporation, respectively. Newmont and IFC each acquired their shares of the Corporation for investment purposes. Newmont and IFC may, subject to market conditions and their ongoing evaluation of their investment in the ordinary shares of the Corporation, make additional investments in or dispositions of securities of the Corporation, including additional purchases or sales of ordinary shares.

Haywood Securities Inc. ("Haywood"), acted as sponsor in connection with the Transaction. Haywood will receive a sponsorship fee and will be reimbursed for its legal and certain other expenses.

Directors and Officers

On the completion of the Transaction, the following persons were appointed to the office opposite their respective names:



Name Office

Gordon Wylie Chairman and Non-executive Director
Tim Coughlin President, Chief Executive Officer and Director
Hugh Devlin Executive Director
Roderick Corrie Chief Financial Officer and Director
Marc Henderson Non-executive Director
Peter Mullens Non-executive Director
Eric Lowy Corporate Secretary


Jeffrey Dawson, David Antony and Trevor Wong-Chor also resigned as directors and officers of the Corporation.

The Corporation's board of directors appointed Marc Henderson, Peter Mullens and Gordon Wylie, all of whom are "independent", as members of its audit committee and compensation committee.

Change of Auditors

In connection with the Transaction, Meyers Norris Penny LLP resigned and Deloitte LLP were appointed as the Corporation's auditors, in each case, effective on the closing of the Transaction.

About Lydian

Lydian is a diversified UK mineral exploration and development company focused on emerging and transitional environments. The Company is developing precious and base metal assets located in Armenia, Kosovo and Turkey. Lydian's two main projects are gold at Armulsar, Armenia, and zinc, lead, silver and gold at Drazhnje, Kosovo. The Company also has a pipeline of promising gold and base metal exploration projects throughout Eastern Europe and currently operates a 50/50 gold and copper exploration joint venture with Newmont Overseas Exploration Limited, in the Caucasus. Lydian's two largest shareholders are Newmont Mineral Holdings B.V., and International Finance Corporation (part of the World Bank Group). These partners are testament to the management team's long history and proven track record in making discoveries, while maintaining a strong social agenda, in emerging environments. The company's web site is www.lydianresources.com.

NEITHER THE TSX NOR THE TSX VENTURE EXCHANGE INC. HAS IN ANY WAY PASSED UPON THE MERITS OF THE 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

  • Lydian International Limited
    Roderick Corrie
    Chief Financial Officer and Director
    44 1249 760 120
    Website: www.lydianresources.com