Diamondex Resources Ltd. and Triex Minerals Corporation have entered into a definitive Arrangement Agreement through which the companies intend to combine by way of a plan of arrangement to create a more diverse, multi-commodity company with a portfolio of established exploration properties located in Ontario, Saskatchewan, Alberta and northern Canada.
The basic terms of the Agreement were jointly announced when the companies entered into a binding letter of intent on August 13, 2009. The Transaction, which is also subject to regulatory and court approval, is expected to close in early December. Upon closing, Triex shareholders will hold approximately 48% of the combined company.
Because several individuals are members of the Boards of directors of both Diamondex and Triex, the respective Boards established special committees comprised only of disinterested directors to negotiate the terms of the Agreement and related matters. The Agreement was unanimously approved by the Special Committees, who recommend that their respective companies’ shareholders vote in favour of the Transaction. The members of the Boards of both companies have entered into lock-up agreements comprising approximately 11.9% and 9.1%, respectively, of the issued and outstanding common shares of Diamondex and Triex, pursuant to which such persons have agreed to vote in favour of the Transaction.
The companies’ respective Special Committees approved an amendment to the Bridge Loan facility provided by Triex to Diamondex (also described in the August 13, 2009 joint press release) whereby the principal amount available to Diamondex under the facility has been increased by $500,000, to a total of $1,000,000.
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