Dia Bras Exploration Inc.

Dia Bras Exploration Inc.

May 27, 2011 10:30 ET

REPEAT: Dia Bras Announces Closing of Acquisition of 92% of the Voting Shares of Sociedad Minera Corona S.A.

TORONTO, ONTARIO--(Marketwire - May 27, 2011) - Dia Bras Exploration Inc. (TSX VENTURE:DIB) ("Dia Bras" or the "Company") is pleased to announce that it has closed its previously announced acquisition of 29,377,015 voting shares ("Voting Shares") of Sociedad Minera Corona S.A. ("Corona") at a price of US$9.7282 per share for an aggregate purchase price of US$285,785,477. The Voting Shares were purchased pursuant to the terms of a stock purchase agreement (the "Purchase Agreement") among the Company, its wholly-owned subsidiary, Dia Bras Perú S.A.C. ("Dia Bras Perú"), and a group of Corona shareholders (the "Selling Shareholders"). The Voting Shares acquired by Dia Bras Perú represent approximately 92% of the issued and outstanding Voting Shares and approximately 82% of the total equity of Corona.

In connection with the Acquisition, the Company and Dia Bras Perú also entered into a credit agreement (the "Credit Agreement") with Banco de Credito del Perú ("BCP") pursuant to which BCP has provided to Dia Bras Perú a US$150 million credit facility (the "BCP Facility") for the purpose of funding a portion of the Acquisition purchase price. The BCP Facility has a five-year term with interest payable quarterly at LIBOR plus 4.5%. The BCP Facility is secured by a pledge of the Voting Shares acquired by Dia Bras Perú and the obligations of Dia Bras Perú have been guaranteed by the Company. The Credit Agreement also provides for the establishment of a debt service reserve of US$12 million and contains positive, negative and financial covenants, events of default and other provisions customary for a transaction of this nature.

Pursuant to the Purchase Agreement, certain members of the Selling Shareholders have elected to invest a portion of the consideration for their Voting Shares in common shares of Dia Bras ("Dia Bras Shares") at an effective price of US$2.92 (the US dollar equivalent of Cdn.$2.86 per share based on an exchange rate of Cdn$1.00 = US$0.98). As a result, an aggregate of 5,686,918 Dia Bras Shares have been issued to the Selling Shareholders who elected this option. An additional 48,067,103 Dia Bras Shares were issued pursuant to the exercise of an equal number of subscription receipts issued by the Company on May 25, 2011, at a price of Cdn.$2.86 per share for gross proceeds of Cdn.$137,471,914 (the "Private Placement"). Accordingly, an aggregate of 53,754,021 additional Dia Bras Shares have been issued in connection with the Acquisition and the Private Placement.

The Company funded the cash portion of the purchase price of the Acquisition plus the associated fees and expenses of the Acquisition, through a combination of the net proceeds of the BCP Facility, the proceeds from the Private Placement and the Company's existing cash resources.

Corona's shares trade on the Bolsa de Valores de Lima (the Lima Stock Exchange). The Voting Shares trade under the symbol "MINCORC1" and the non-voting investment shares trade under the symbol "MINCORCI1". According to public records and information provided by the Selling Shareholders, there are currently 31,890,365 Voting Shares and 4,087,673 investment shares outstanding. Under applicable requirements in Perú, the Acquisition will trigger a requirement for Dia Bras to make a follow-up offer for at least 92.1% of the remaining Voting Shares (but not for the non-voting investment shares) of Corona. This will effectively increase the total acquisition cost for 100% of the Voting Shares to approximately US$310.23 million.

Philip Renaud, Chairman of the Board of Directors of Dia Bras, states, "This is the most important transaction in Dia Bras' history as it i) provides a strong cash flow stream from a highly productive mining operation that will help finance our growth opportunities in Peru and elsewhere, ii) diversifies our geographic footprint in Perú and Mexico, iii) strengthens our human capital with an excellent team of mine operators and iv) increases dramatically our silver, copper and lead production."

About Sociedad Minera Corona S.A.

Established in 1993, Corona is a Peruvian company engaged in the exploration, extraction, production and commercialization of mineral concentrate, principally silver, copper, lead and zinc at its Yauricocha mine in Yauyos Province, Perú. Corona is also engaged in the production and commercialization of electric power at its Huanchor Hydroelectric Plant, located in Huarochirí Province.

Additional information regarding Corona, including its public filings and details regarding its directors and senior officers, is available through websites maintained by the Peruvian securities regulatory authorities and the Bolsa de Valores de Lima at www.conasev.gob.pe and www.bvl.com.pe, respectively.

Yauricocha Deposit

The Yauricocha deposit is a high-temperature, carbonate-replacement silver-lead-zinc-copper deposit. This deposit type is well-known in the western United States, Mexico and other locations in Latin America.

The rich silver ores of Yauricocha were initially documented in the early 1800s. In 1905, claims were filed on what is today known as the Yauricocha property. High-grade silver ore was mined for 22 years, and in 1927 Cerro de Pasco Corporation acquired the Yauricocha claims. In 1948, Cerro de Pasco commenced mining operations at Yauricocha until the company was nationalized and became a production unit of State-owned Centromin Perú S.A. for 30 years. In 2002, the Yauricocha unit was privatized and purchased by Sociedad Minera Corona S.A.

Prior to the 1970s detailed production records are unavailable. Since 1973, Yauricocha has produced 12.8 million metric tonnes of ore containing 59 million ounces of silver as well as 350 thousand tonnes of lead, 100 thousand tonnes of copper and nearly 600 thousand tonnes of zinc. Since 1979, Yauricocha has averaged 375,000 metric tonnes of production per year.

Corona has steadily increased production from Yauricocha. During 2003, the mine produced 212,677 metric tonnes averaging 5.23 oz/t silver, 3.57% lead, 5.86% zinc and 0.60% copper. Production during 2010 was 837,839 metric tonnes averaging 5.13 oz/t silver, 3.64% lead, 3.25% zinc and 1.00% copper.

The technical content of this news release has been approved by Thomas L. Robyn, Ph.D., CPG, RPG, a Director of Dia Bras and Qualified Person as defined in NI 43-101.

About Dia Bras

Dia Bras is a Canadian exploration mining company focused on precious and base metals in Chihuahua State and other areas of northern Mexico. The Company is pursuing the development and exploration of its most advanced assets – the Bolivar Property (copper‐zinc‐silver) and the Cusi Property (silver). Dia Bras is also exploring several precious metal targets such as La Cascada project at the Bolivar Property, the Las Coloradas project at Melchor Ocampo (Zacatecas State), the Bacerac Property (Sonora State) and the Corralitos, Satevo and La Verde projects at the Batopilas Property (Chihuahua State).

The Company's shares trade on the TSX Venture Exchange under the symbol "DIB".

Forward-looking Statements

This press release and other documents filed by the Company contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "estimates," "anticipates," "believes," "intends," "may," and similar expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward-looking information. These forward-looking statements include, without limitation, statements regarding the future results of operations, performance and achievements of the Company, including potential property acquisitions, the timing, content, cost and results of proposed work programs, the discovery and delineation of mineral deposits/resources/reserves, geological interpretations, proposed production rates, potential mineral recovery processes and rates, business and financing plans, business trends and future operating revenues and other factors. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements reflect the Company's current views with respect to future events and are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. Prospective investors and others should not place undue reliance on such forward-looking statements, as they reflect the Company's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, regulatory, competitive, political and social uncertainties and contingencies. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including among others variations in the nature, quality and quantity of any mineral deposits that may be located, significant downward variations in the market price of any minerals produced, the Company's inability to obtain any necessary permits, consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably, to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies and the risks detailed from time-to-time in the Company's quarterly filings, annual information forms, annual reports and annual filings with securities regulators. Forward-looking information will be updated as required pursuant to the requirements of applicable securities laws.

The TSX Venture Exchange (the "Exchange") does not accept responsibility for the adequacy or accuracy for this release.

Contact Information

  • Daniel Tellechea
    President & CEO
    Dia Bras Exploration Inc.
    1 (866) 493-9646

    Karl J. Boltz
    Vice President, Corporate Development
    Dia Bras Exploration Inc.
    1 (866) 493-9646