Resumen: Dia Bras anuncia una colocación privada por 45 millones de dólares canadienses, a un precio por acción de C$3.00. La colocación finalizaría el día 16 de Mayo del 2012 y el cierre se espera que sea el 5 de Junio del 2012.
La compañía planea usar los fondos para acelerar la exploración de sus propiedades en México y Perú, para capital de trabajo en sus operaciones en México y objetivos corporativos generales.
DIA BRAS ANNOUNCES C$45 MILLION PRIVATE PLACEMENT FINANCING
Toronto, Ontario – May 9, 2012 - Dia Bras Exploration Inc. (TSX-V:DIB) (BVL:DIB) (“Dia Bras” or the “Company”) is pleased to announce a C$45 million private placement of common shares at an offering price of C$3.00 per share (the “Offering”). The Offering will be conducted on a best efforts basis through a syndicate of agents led by RBC Capital Markets.
The Company anticipates that a minimum of 7,500,000 common shares representing gross proceeds of C$22.5 million will be purchased by Arias Resource Capital Fund II L.P. (“ARCF II”) and Arias Resource Capital Fund II (Mexico) L.P. (“ARCF Mexico”). Arias Resources Capital Fund L.P. (together with ARCF II and ARCF Mexico, the “ARC Funds”), is an insider of the Company by virtue of its current ownership of approximately 48.4% of the Company’s common shares, on a partially-diluted basis. ARCF II and ARCF Mexico have also advised Dia Bras that they will backstop the Offering by purchasing any or the entire unsubscribed portion of the Offering at the offering price. The Offering is expected to be finalized on or about May 16, 2012 and closing is expected to occur on or about June 5, 2012 and will be subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals such as the approval of the TSX Venture Exchange (the “TSX-V”).
The Company plans to use the proceeds of the Offering to develop and accelerate its exploration properties in Mexico and Peru, for working capital to support its operations in Mexico and for general corporate purposes.
Related Party Transaction
Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the proposed subscription by ARCF II and ARCF Mexico will be a “related party transaction”. The Company will be exempt from the formal valuation requirement of MI 61-101 in connection with the private placement in reliance on section 5.5(a) and will be exempt from obtaining minority shareholder approval in connection with the insider subscription in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the insider subscription will not exceed 25% of the Company’s market capitalization.
The ARC Funds are managed by Arias Resource Capital Management LP (the “Manager”). The respective general partner of each of the ARC Funds retains the power to make investment and voting decisions in respect of the Company securities beneficially owned by the ARC Funds. J. Alberto Arias, who serves as a director on the board of directors of the Company, is the sole director of each of the general partners of the ARC Funds and indirectly controls the Manager. As such, Mr. Arias may be deemed to share voting and dispositive power with respect to the Company securities beneficially owned by the ARC Funds, but he disclaims any beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.
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