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Margaret Lake Diamonds completes qualifying transaction

2014-04-22 20:39 ET - News Release

Mr. Paul Brockington reports

MARGARET LAKE DIAMONDS INC. ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND RESUMPTION OF TRADING

Margaret Lake Diamonds Inc. has received final approval from the TSX Venture Exchange for its qualifying transaction. Pursuant to an assignment agreement dated March 14, 2014, with Harsbo Minerals Inc., Margaret Lake was granted the sole and exclusive option to acquire up to a 70-per-cent undivided interest in 19 mineral claims located in the Northwest Territories, Canada, known as the Margaret Lake diamond property, which property lies contiguous and to the north and west of Kennady Diamonds Inc.'s Kennady North project. In consideration of the assignment of the option, on closing, Margaret Lake issued to Harsbo six million escrow shares, releasable under the terms of a value escrow agreement. As a result of closing the qualifying transaction, the company is no longer a capital pool company and has been listed as a Tier 2 mining issuer on the exchange. Trading in the shares of the company will resume at the open tomorrow under the symbol DIA. The company will be actively engaged in the exploration of the Margaret Lake diamond property.

Coincident with the closing of the qualifying transaction, the company received final exchange approval to and closed a partially brokered and partially non-brokered private placement of nine million non-flow-through (NFT) units at 10 cents per NFT unit and three million flow-through (FT) shares at 10 cents per FT share, for total gross proceeds of $1.2-million. Each NFT unit comprises one common share and one-half of a transferable share purchase warrant, each whole warrant entitling the holder thereof to purchase one additional common share in the company for a period of two years at an exercise price of 25 cents per share. The warrants have an accelerated exercise provision, whereby their expiry date will be reduced to 30 days in the event the company's shares trade at 50 cents or greater for 10 consecutive trading days. The acceleration provision will not be effective until Oct. 22, 2014. Jordan Capital Markets Inc. acted as agent and was paid a cash commission of $59,840. The agent also received an agent's option entitling it to purchase 848,000 non-flow-through units at an exercise price of 10 cents per agent's unit, exercisable for a two-year period expiring April 22, 2016. The agent's units have the same terms as the NFT units.

Pursuant to a loan agreement dated Feb. 18, 2014, Paul Brockington, Margaret Lake's new president and chief executive officer, advanced $204,000 as a loan to Harsbo, the proceeds of which were used to pay a deposit for an airborne gravity gradiometer and magnetic survey to be completed on the Margaret Lake diamond property. The loan agreement was assigned by Harsbo to Margaret Lake under an assignment and amendment agreement dated March 26, 2014. Pursuant to the terms of the loan assignment agreement, Margaret Lake gave Mr. Brockington a convertible promissory note, payable April 23, 2015, which loan shall carry interest of 9 per cent per year and be convertible into securities having the same terms as the NFT units.

The exchange has also approved the issuance of 500,000 finder's fee shares and the transfer within escrow of 600,000 shares from previous principals to Mr. Brockington, which transactions have also closed.

All securities issued by the company pursuant to the qualifying transaction are subject to resale restrictions expiring on Aug. 23, 2014.

The company has filed a filing statement dated April 16, 2014, in respect of the qualifying transaction and a technical report dated March 27, 2014, by Gary Vivian, MSc, PGeo, on the property on SEDAR.

In conjunction with the closing of the qualifying transaction, Mr. Brockington has replaced Hari Varshney as president and CEO of the company, Debbie Lew has replaced Hari Varshney as chief financial officer and been appointed corporate secretary, Buddy Doyle has been appointed vice-president of exploration, and Thomas Hasek has been appointed chief operating officer.

Hari Varshney, Thomas Humphreys and Marco Strub have resigned as members of the company's board of directors, and Mr. Brockington, Mr. Doyle, Mark Thompson and Darryl Sittler have been appointed as new directors, with Peeyush Varshney.

Mr. Brockington stated: "We are very pleased to be the newest diamond exploration listed issuer with a focus on a very prospective property, the Margaret Lake diamond property, located adjacent and to the north and west of the Kennady North project. The property is also proximal to the Gahcho Kue mine development of De Beers and Mountain Province Diamonds. Recent exploration results from Kennady Diamonds Ltd. has encouraged us to be aggressive in an exploration program deploying modern exploration techniques to identify potential kimberlite bodies within our project area. The focus of the upcoming program on the Margaret Lake diamond property will concentrate on the discovery and delineation of diamond-bearing kimberlite intrusive rocks. We believe the prospectivity of the property to be good based on the extensive structural ground preparation underlying the property and the occurrence of kimberlite indicator minerals. I am particularly pleased to welcome Buddy Doyle to our team, as a director and VP of exploration. Buddy has a wealth of experience in diamond exploration and has earned the distinction of having seen two substantial projects from discovery through the decision to mine. He brings the company a disciplined, scientific approach to mineral exploration honed in over 28 years experience. At Kennecott Canada, Buddy led the team that discovered the Diavik diamond deposits in 1994 to 1995. We have contracted CGG Canada Services Ltd. to conduct a Falcon airborne gravity gradiometer survey with magnetics. We expect the survey to commence in late May. Follow-up bathymetry to evaluate the airborne gravity targets under lakes will be undertaken in the summer. The Margaret Lake team looks forward to commencing the exploration program and I would like to take the opportunity to thank all those who assisted in completing the qualifying transaction in record time, including staff at the exchange, our counsel at Boughton Law and our agent, Jordan Capital Markets Inc."

Hari Varshney, outgoing president, stated: "I wish to thank our loyal shareholders who waited for us to find what we consider an excellent opportunity. We have been impressed with Paul and his team, and look forward to the company becoming a successful diamond exploration issuer."

The company has granted directors, officers, employees and consultants 950,000 incentive stock options exercisable at a price of 10 cents per share for a period of five years from the date of grant, in accordance with the company's stock option plan.

Technical information related to the Margaret Lake diamond property contained in this news release has been reviewed and approved by Mr. Hasek, PEng, who is a qualified person as defined by National Instrument 43-101.

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