Alma Resources Ltd.
NEX BOARD : ALV.H

Alma Resources Ltd.

April 03, 2006 17:31 ET

Alma Signs Letter of Intent to Acquire Promotora Minera Dialex S.A. de C.V.

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - April 3, 2006) - Alma Resources Ltd. (NEX BOARD:ALV.H) is pleased to announce that it has signed a letter of intent ("LOI") to acquire Promotora Minera Dialex S.A. de C.V. ("Dialex"), a private Mexican company that holds, or has rights to acquire, a portfolio of 13 highly prospective Silver, Gold, Base Metal (Cu, Zn) and Iron mineral properties in Sinaloa State, Mexico.

Proposed Terms of Acquisition

Pursuant to the LOI, Alma proposes to acquire all of the 4,093,000 issued shares of Dialex in exchange for the issuance of an aggregate of 4,093,000 common shares of Alma to the existing shareholders of Dialex. In addition, the holders of 1,093,000 existing warrants to purchase additional Dialex shares will receive warrants to purchase the equivalent number of Alma common shares, exercisable at a price of $1.00 for a period expiring 1 year after the date of the completion of the acquisition. Three major shareholders of Dialex, Mr. Luc Lamarche, Sr. Alejandro Octavio Trueba Amador and Sr. Dial Servant, each hold approximately 24.3% of the issued shares of Dialex, and the balance is held by an aggregate of 41 shareholders, none of who holds more than 2.44%. All of the shareholders of Dialex are at arm's length to Alma.

In addition, the existing shareholders of Dialex will be entitled to receive a royalty equal to twenty percent of net profits with respect to any iron ore production from the "La Gloria" property if, when and for so long as any production therefrom exceeds 25,000 tonnes per day at a royalty of US $3.00 per ton mined and paid to Alma.

Closing of the proposed acquisition is subject to a number of conditions precedent, including:

- the transfer of the listing of the Alma common shares from NEX to Tier 2 of the TSX-V main board upon closing

- settlement and execution, by Dialex, all shareholders of Dialex, and Alma, of formal documentation in connection with the acquisition

- completion by Alma of corporate and property due diligence to the satisfaction of Alma, by May 16, 2006

- receipt by Alma of N.I. 43-101 compliant technical reports on Dialex's material properties

- the common shares of Alma to be issued to the shareholders of Dialex not being subject to an escrow period of more than three years

- receipt by Alma of audited financial statements for Dialex and title opinions on Dialex's material properties

- acceptance for filing of the transaction by the TSX-Venture Exchange (TSXV)

Upon closing, Mr. Luc Lamarche and an additional nominee of Dialex will be appointed as directors and/or officers of Alma (alternatively, Mr. Lamarche may be proposed for election as a director of Alma at Alma's 2006 annual general meeting).

The Properties

The following information with respect to the material mineral properties held by Dialex has been supplied by Mr. Luc Lamarche, a shareholder of Dialex, and a Qualified Person, as defined in N.I. 43-101, and has not been independently verified by Alma. No N.I. 43-101 compliant technical reports have yet been completed on any of these properties and, accordingly, such information is supplied for general interest only and should not be relied upon. Following receipt by Alma of the applicable technical reports, a press release summarizing the information, mineralization and existing exploration results in such reports will be issued and the reports will be filed on SEDAR.

Los Tacotes 1

The Los Tacotes 1 project consists of one exploration concession held under option by Dialex. Terms of acquisition are payments aggregating US $370,000 over seven years. The concession covers an area of gold-silver stockwork located approximately three kilometres northeast of Cosala, and has had limited production by local miners and limited exploration over the last 20 years.

Los Tacotes 2

The Los Tacotes 2 project consists of one exploration concession near Los Tacotes 1 held under option by Dialex. Terms of acquisition are monthly payments of US $1,000 per month with a purchase price of US $200,000. Limited information is available on the property, but it has been mined by local miners for several years, and is believed by Dialex to be part of the same mineralized system as Los Tacotes 1.

Barreteros

The Barreteros project consists of four exploration concessions and one exploitation concession in two groups near Cosala held 100% by Dialex. There is only limited information on the Barreteros 1a and 1b and San Juan concessions, but there has been historical production from the Spanish invasion up until the end of the 19th century from the area of the Barreteros 2 and Barreteros 4 concessions, where home-made smelters were constructed to remove silver and copper from the near-surface (up to 50 feet deep) mineralization. There are a number of historical drifts, adits and ventilation/access raises on these two concessions.

Santo Nino

The Santo Nino property consists of one exploration concession 15 kilometres north of Cosala and is owned 100% by Dialex. Although the area shows signs of historical small-scale mining activity, little information is available.

La Gloria

The La Gloria project is approximately 30 kilometres southwest of Culiacan and owned 100% by Dialex. The concessions were staked by Dialex to cover areas of old mining activity for gold and iron ore. Dialex has entered into an option agreement with Cinco Construcciones S.A. de C.V. for the exploitation of a magnetite deposit on the La Gloria concession. Under the agreement, Cinco will pay to Alma the sum of US $28,000 and a royalty of US $3.00 per ton mined, with initial planned production of 10,000 tonnes per day and planned expansion within 6 months up to 50,000 tonnes per day.

Minas Las Tapias

Minas Las Tapias is adjacent to the La Gloria property and is owned 100% by Dialex. Limited information is available but the property shows signs of historical small-scale mining for gold and iron.

El Zapote

The El Zapote silver-copper property consists of one exploration concession approximately fifteen kilometres north of Cosala and is owned 100% by Dialex. Little information is available, but the area of the concession shows signs of historical workings.

Numa Pompilio

The Numa Pompilio property consists of one exploration concession approximately 25 kilometres south southeast of Cosala held under option by Dialex. Terms of acquisition of this concession (and the Hope concession - see below) are aggregate payments of US $313,500 over the three years following commencement of production, plus a 1% NSR. This concession covers an area in which there are two reported placer gold deposits.

Hope

The Hope property consists of one exploration concession approximately 17 kilometres southeast of Cosala held under option by Dialex (see Numa Pompilio property description above). The concession covers two known placer gold deposits that have been worked by local miners in the past.

In addition to the foregoing properties, Dialex personnel have identified a number of other prospective mineral property acquisitions, and will continue with the evaluation and possible acquisitions of these properties.

Management of Dialex

The following is a brief description of the management of Dialex:

Luc Lamarche

Mr. Lamarche is a P. Geo. and a member of "L'ordre des geologues du Quebec". He is a graduate of the University of Ottawa and Montreal. Mr. Lamarche brings over 20 years experience in the mining sector and has served as President and/or a Director of several publicly listed mining companies. He has been involved in several significant discoveries and overseen mine development towards full-scale production.

Dial Servant

Mr. Servant has been involved in the mining sector for more than 30 years with diamond drilling companies. Since 1999 he has been involved with the acquisition of several mining projects with his partner, Alejandro Octavio Trueba Amador. He brings to the company a wealth of knowledge, contacts and business expertise throughout North America and Mexico.

Alejandro Octavio Trueba Amador Sr.

Sr. Amador, following in the footsteps of his father and grandfather, brings over 50 years of experience in the resource sector in Mexico. His expertise includes project identification, acquisitions, permitting, securing land rights and obtaining all necessary regulatory approvals to conduct business in Mexico.

Alejandro Octavio Trueba Valenzuela Jr.

Mr. Valenzuela serves as Mexican legal counsel to Dialex. He brings a vast array of contacts throughout the ministry of mining in Mexico. His expertise in the legal and governmental areas of the mining sector includes acquisitions, permitting, land titles and all necessary regulatory approvals for operating in Mexico.

Private placement

In conjunction with the proposed acquisition of Dialex, the Company has arranged a non-brokered private placement of up to 8,333,334 units at a price of $1.20 per unit for gross proceeds of up to $10,000,000. Each unit will consist of one common share and one-half of a warrant. Each whole warrant will entitle the holder, on exercise, to purchase an additional common share of the Company at a price of $1.50 for a period of one year following closing. The Company may, at its option, require the exercise of the warrants within a period of 30 days if the Company's common shares close at or above $2.00 for 10 consecutive trading days and, if the Company exercises such option, the warrants will, if not exercised, expire at the end of such 30 day period. A 7% finder's fee (consisting of cash and/or units having the same terms as those in the placement) may be paid in accordance with TSXV policies. Closing of the placement is subject to the acceptance for filing thereof by the TSXV and the prior or concurrent completion of the acquisition of Dialex.

ON BEHALF OF THE BOARD OF DIRECTORS

Lawrence W. Talbot, Chief Executive Officer and Director


The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this Press Release, which has been prepared by management.

Contact Information

  • Alma Resources Ltd.
    Lawrence W. Talbot
    Chief Executive Officer and Director
    (604) 684-2181
    (604) 629-0728 (FAX)