Majescor Resources Inc.
TSX VENTURE : MJX

Majescor Resources Inc.

October 17, 2005 16:01 ET

Majescor to Spin Off its International Properties to Subsidiary, Tropic Diamonds Inc.

MONTREAL, QUEBEC--(CCNMatthews - Oct. 17, 2005) - Majescor Resources Inc. (TSX VENTURE:MAJ) ("Majescor" or the "Corporation") is pleased to announce a proposed arrangement to reorganize the Corporation's mineral property assets in an effort to maximize shareholder value. Specifically, the Corporation will transfer its interests in Brazilian and Malagasy companies (the "International Subsidiaries"), and therefore the properties located in Brazil and Madagascar owned by said companies (the "International Properties"), to its wholly-owned subsidiary Tropic Diamonds Inc. ("Tropic Diamonds").

Under the terms of the arrangement, the Corporation will transfer its interest in the International Subsidiaries (and therefore the International Properties) to Tropic Diamonds, in exchange for common shares and preferred shares of Tropic Diamonds. Concurrently, it is anticipated that the Corporation's shareholders, at record date on closing of the arrangement, will receive one (1) share of Tropic Diamonds for every tranche of five to six (5 to 6) shares of Majescor held. Tropic Diamonds has also planned a private placement, on terms yet to be determined, to provide working capital and to fund the recommended exploration programs on the International Properties.

Prior to the closing of these transactions, Tropic Diamonds will apply for the listing of its shares on the TSX Venture Exchange (the "Exchange"). The listing of the shares of Tropic Diamonds on the Exchange will be conditional upon Tropic Diamonds meeting the minimum listing requirements of the Exchange. Majescor is confident that these minimum listing requirements will be met by Tropic Diamonds following the closing of the private placement, which will occur concurrently with the reorganization.

Mr. Andre Audet, President of Majescor states, "This arrangement will allow Majescor to extract the unrecognized value of the international diamond portfolio and re-distribute new shares to its shareholders."

The Brazilian and Malagasy diamond assets are both in countries with secure mining titles and transparent mining regulations, where there is a possibility of 100% ownership of local subsidiaries and mines, where the properties can be accessed directly by road year-round and with very low exploration costs compared to northern Canada. The Brauna project in Brazil comprises 14 kimberlite bodies ranging from small pipes to dykes, 13 of the 14 being diamond-bearing. An aggregate bulk sample of 100 tons is planned for the next few months with joint venture partner Vaaldiam Resources Ltd.. The Madagascar project is made up by a number of permit blocks which cover a substantial part of the Archean craton and of historical findings of indicator minerals. All the blocks are kimberlitic indicator minerals supported and the first known kimberlites in the country were recently discovered by Majescor on one of the blocks after less than 18 months of exploration activities.

Initial capital will be provided to Tropic Diamonds by Majescor through a $200,000 loan (to be completed), which will be convertible into shares of Tropic Diamonds at a conversion price to be determined before the closing of the reorganization and the listing of the shares of Tropic Diamonds on the Exchange. On completion of the reorganization and private placement, it is anticipated that the Corporation will hold approximately 20%, the Majescor shareholders will hold an estimated 42% and the private placement purchasers will hold the remaining 38% of the issued shares of Tropic Diamonds.

The proposed reorganization is subject to shareholder approval by at least 66 2/3% of the votes cast. The Corporation expects to submit the terms of the reorganization to its shareholders at a special meeting to be held in January or February 2006. The Corporation anticipates that the reorganization, private placement and listing of Tropic Diamonds to be completed shortly thereafter. The reorganization is also subject to approval of the Quebec Superior Court and acceptance by the Exchange. Further particulars will be announced in due course.

Majescor is an exploration company with a large portfolio of diamond properties in Quebec, as well as projects in Nunavut, Northwest Territories, Brazil and Madagascar.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

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