Dia Bras Exploration Inc.
TSX VENTURE : DIB

Dia Bras Exploration Inc.

July 16, 2009 17:13 ET

Dia Bras and EXMIN Resources Sign Binding Heads of Agreement for Dia Bras to Acquire EXMIN Resources

MONTREAL, QUEBEC--(Marketwire - July 16, 2009) - Dia Bras Exploration Inc. (TSX VENTURE:DIB) ("Dia Bras") and EXMIN Resources Inc. (TSX VENTURE:EXM) ("EXMIN") announced today that they have entered into a binding heads of agreement pursuant to which Dia Bras will acquire all of the outstanding common shares of EXMIN in exchange for common shares of Dia Bras by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Acquisition").

Pursuant to the Acquisition, Dia Bras will acquire all of the outstanding common shares of EXMIN at an agreed exchange ratio of 0.2209 Dia Bras common shares for each EXMIN common share, based on the current number of Dia Bras common shares and EXMIN common shares outstanding. This represents approximately a 17.8% premium to EXMIN shareholders based on the 15-day volume weighted average trading price of both companies' common shares on the TSX-V as of the close of markets on July 16, 2009 and approximately a 32.5% premium over the closing price of EXMIN's common shares on the TSX-V on July 16, 2009.

Upon completion of the Acquisition, EXMIN shareholders will hold approximately 7% of the Dia Bras common shares based on current numbers.

Daniel Tellechea, President and Chief Executive Officer of Dia Bras, said that "Dia Bras is very excited about the prospect of adding EXMIN's projects to Dia Bras' portfolio of projects and having EXMIN's shareholders join Dia Bras' shareholder base. We believe that the proposed transaction will benefit the shareholders of both Dia Bras and EXMIN. This transaction allows Dia Bras to add significant gold potential to its property portfolio as well as expanding the Company's control of the Bolivar district. Dia Bras has been actively pursuing financing to advance Dia Bras' projects and it intends to use such financing to advance the EXMIN projects on completion of the acquisition."

The agreement provides that EXMIN must grant to Dia Bras, in the definitive arrangement agreement regarding the Acquisition to be entered into between Dia Bras and EXMIN (the "Agreement"), an irrevocable option to purchase (the "Concession Option") all of EXMIN's direct or indirect right, title and interest in and to the concessions comprising EXMIN's Reyna de Oro (including EXMIN's 25% indirect interest in the Reyna de Oro Mine and the option to acquire the remaining 75% interest) and Batopilas projects (collectively, the "Concessions") located in Chihuahua State, Mexico following the occurrence of an "Option Event", subject to certain terms and conditions, including payment by Dia Bras to EXMIN of US$100,000. An "Option Event" will occur where the Agreement is terminated in any of the following circumstances: (a) where the board of directors of EXMIN shall have withdrawn or modified in a manner adverse to Dia Bras its approval or recommendation of the Acquisition, or the board of directors of EXMIN shall have approved or recommended an alternative transaction; (b) where EXMIN terminates the Agreement in order to enter into an agreement in respect of a superior proposal; (C) where the required EXMIN securityholder approval at the EXMIN securityholder meeting (the "EXMIN Meeting") is not obtained and EXMIN enters into an agreement with respect to an alternative transaction that was announced or made and not withdrawn prior to the EXMIN Meeting; or (d) the EXMIN Meeting is not held by September 18, 2009, or there is an intentional breach of the covenants in the Agreement by EXMIN, or if the Acquisition has not closed by November 15, 2009.

The Acquisition is subject to the execution of definitive documentation, approval by EXMIN securityholders, regulatory and court approvals, and other customary closing conditions.

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".

About EXMIN

EXMIN Resources Inc. is currently focused on the exploration and development of precious metal properties of significant merit in the Sierra Madre gold belt of Northwestern Mexico.

For further information, please contact:

Karl J. Boltz, President & CEO at 1-866-493-9646, or 1-866-49-EXMIN.

Visit EXMIN on the internet: www.exmin.com or Email us at: info@exmin.com

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 the Acquisition, 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
    www.diabras.com
    or
    Dia Bras Exploration
    Nathalie Dion
    Investor Relations
    514-393-8875