Dia Bras Exploration Inc.
TSX VENTURE : DIB

Dia Bras Exploration Inc.

May 19, 2009 16:29 ET

Dia Bras Announces Private Placement

MONTREAL, QUEBEC--(Marketwire - May 19, 2009) - Dia Bras Exploration Inc. (TSX VENTURE:DIB) ("Dia Bras" or the "Corporation") announces that its Board of directors has approved a private placement of a maximum of $925,520 (US$800,000) in units of the Corporation (the "Units") at a price of $0.045 per Unit (the "Private Placement"). Each Unit shall be comprised of one common share of the Corporation (the "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle its holder to subscribe for one additional common share at an exercise price of $0.09 per share during a 18-month period following closing of the Private Placement. The net proceeds of the proposed Private Placement will be used to finance the operations of the Corporation. It is expected that insiders of the Corporation will subscribe for greater than 50% of the Private Placement.

After taking into consideration this private placement, the Company will have 223,531,198 common shares issued and outstanding.

A number of insiders of the Corporation will participate in the Private Placement by subscribing for Units. Participation of these insiders will constitute 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.

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 Company is committed to developing and adding value to its assets - the Bolivar copper-zinc project and the Cusi silver mining camp. The Company 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 projects acquisitions future plans and objectives are forward-looking statements which 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
    514-393-8875
    www.diabras.com
    or
    Dia Bras Exploration
    Nathalie Dion
    Investor Relations
    514-393-8875, ext. 241