Dia Bras Exploration Inc.
TSX VENTURE : DIB

Dia Bras Exploration Inc.

March 27, 2009 14:47 ET

Dia Bras Closes $1.96 Million Non-Brokered Private Placement

MONTREAL, QUEBEC--(Marketwire - March 27, 2009) - Dia Bras Exploration Inc. (TSX VENTURE:DIB) has closed the non-brokered private placement previously announced on March 11 and March 24, 2009. The Corporation has raised $1,964,205 through the issuance of 35,712,818 units ("Unit") at a price of $0.055 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 $0.11 for a period of twelve months expiring on March 25, 2010.

In connection with the placement, the Corporation's major shareholder, Arias Resource Capital Fund L.P. subscribed for a total consideration of $1,500,000 and purchased 27,272,727 Units and Mr. Philip Renaud, a director of Dia Bras, subscribed for $121,360 and purchased 2,206,545 Units.

After completion of the placement, Arias Resource Capital Fund L.P. holds 67,628,727 Common Shares and 57,085,227 Warrants, representing approximately 33.32% of Dia Bras issued and outstanding Common Shares on a non-diluted basis. Mr. Philip Renaud holds 14,448,146 Common Shares and 6,477,378 Warrants, representing approximately 7.04% of the Corporation's outstanding Common Shares on a non-diluted basis.

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, given that the implementation of the proposed Rights Offering has taken longer than expected and 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 July 26, 2009. After taking into consideration this private placement, the Corporation has a total of 202,964,807 common shares issued and outstanding.

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

Options

The Board has granted a total 1,000,000 stock options ("Options") to Mr. Daniel Tellechea, President and Chief Executive Officer of Dia Bras. These options will vest over a three year-period, with one-third of the options vesting immediately, one-third vesting one year from the date of grant and one-third vesting two years from the date of grant. Each option entitles its holder to subscribe one Common Share at a price of $0.15 in the first year, $0.20 in the second year and $0.25 starting in the third year until the expiry date of the options on March 25, 2014.

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".

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.

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.

Contact Information

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