Archangel Announces Private Placement with Wholly Owned Subsidiary of De Beers S.A.Business Editors DENVER--(BUSINESS WIRE)--Dec. 17, 2002 Archangel archangel, in religion archangel (ärk`ānjəl), chief angel. They are four to seven in number. Sometimes specific functions are ascribed to them. The four best known in Christian tradition are Michael, Gabriel, Raphael, and Uriel. Diamond Corporation (TSXV:AAD AAD American Academy of Dermatology. AAD American Association of Dermatology ) (herein, "AAD" or the "Company") announces that it has arranged a private placement financing of C$3,000,000 which will result, together with certain related transactions, in the lead subscriber, Cencan, S.A., a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of De Beers S.A., owning approximately 45.3 million shares (or 64%) of the Company on a post-transaction basis. Pursuant to the terms of the proposed private placement, Cencan S.A. has agreed with the Company to subscribe for 28,000,000 Common shares, representing 38% of the total issued share capital of AAD at a price of C$0.10 per share. Cencan will also concurrently acquire the 17.3 million shares owned by Task Holdings Limited. The remaining 2,000,000 shares allocated for the proposed private placement will be placed with other eligible investors identified by the Company. All securities issued will be subject to a four month hold period in accordance with applicable securities laws and the policies of the TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. . The Board of Directors of the Company have unanimously resolved that the proposed private placement is in the best interests of the Company and that the proposed terms are reasonable in the circumstances. The long dispute over the Company's contractual right to, or proprietary interest in, the Verkhotina Area and the Grib diamond deposit located in the Arkhangel'sk region of Russia together with market conditions, generally required the Directors of the Company to act quickly to replenish the working capital of the Company and allow the Company to continue operations beyond the end of this year. It is expected that the gross proceeds of the proposed private placement will continue to be used to assert and consolidate the Company's right and interest in the Grib diamond deposit and general corporate purposes. Timothy Haddon, the Company's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. commented, "Following the disappointing decision of the Denver court denying jurisdiction in our case against LUKoil and Arkhangelskgeoldobycha ("AGD AGD amebic gill disease. "), and given our financial situation, this transaction represents an exciting new beginning for the Company. Having De Beers, the world's leading diamond producer, as our largest shareholder bodes well for the future of the Company and hopefully for the resolution of our title problems and advancement in the evaluation and development of the Verkhotina license." On the closing of the proposed private placement, Timothy Haddon, Gary Davis and Richard Wake-Walker will resign from the Board of Directors of the Company. Messrs. Haddon and Davis will also resign their respective current offices of the Company but will continue to serve the Company's interests pursuant to consulting agreements with the Company. Cencan S.A. intends to nominate Mr. Gary Ralfe Gary Ralfe is a South African businessman and Managing Director of De Beers. Ralfe was educated at Michaelhouse and the University of Cambridge. In 1966, he joined Anglo American. Since 1974, he has effectively worked for De Beers. , Managing Director of De Beers, as Chairman of the Company, Mr. Ray Clark, Head of De Beers' representative office in Moscow, as Chief Executive Officer, and Mr. David Massola, Chief Financial Officer of De Beers Canada Corporation, as Chief Financial Officer. Cencan S.A. will also nominate Mr. Michael Farmiloe, Executive Director of De Beers Centenary AG, and Mr. Robert Shiriff, Counsel to Fasken Martineau DuMoulin Fasken Martineau, which ranks among the four largest law firms in Canada (LEXPERT's 2006 Guide to the Leading 500 Lawyers in Canada), is a leading Canadian business law and litigation firm. LLP LLP - Lower Layer Protocol , as non-executive directors A non-executive director (NED, also NXD) or outside director is a member of the board of directors of a company who does not form part of the executive management team. He or she is not an employee of the company or affiliated with it in any other way. of the Company. Mr. Lamont Gordon and Mr. Clive Hartz will remain as non-executive directors of the Company. In addition, the Company will move its corporate offices to Toronto. The TSX Venture Exchange has provided the Company, in the circumstances, with relief from the requirement to obtain shareholder approval for the change of control and change of management associated with the private placement. However, completion of the proposed private placement is subject to further negotiation and execution of definitive agreements, conditional acceptance by the TSX Venture Exchange and compliance with all applicable legal and regulatory requirements Regulatory requirements are part of the process of drug discovery and drug development. Regulatory requirements describe what is necessary for a new drug to be approved for marketing in any particular country. . The anticipated closing date is December 19, 2002. On November 22nd, the Denver District Court denied the Company's request to reconsider its motion to dismiss the case for lack of jurisdiction. On November 27th, the Company filed an appeal with the Court of Appeals in the State of Colorado requesting the court to reverse the trial courts Order dismissing the Company's case against LUKoil and AGD. Archangel Diamond Corporation is an international diamond exploration Company that holds the right to earn a 40% interest in all profits from the mining of diamonds from the 400 square kilometer Verkhotina Area in the Oblast oblast (ō`bläst, ŏ`–, Rus. ô`bləstyə) [Rus.,=region], administrative and territorial division in Russia, Ukraine, Belarus, and the former USSR. of Arkhangel'sk in northwestern Russia. The Corporation also currently owns a 40% interest in Almazny Bereg ("AB"), a Russian international open joint stock Company involved in the exploration of the Verkhotina Area. De Beers Consolidated Mines Ltd. stated in a technical assessment study commissioned by Archangel Diamond Corporation and based on all exploration work completed through November 3, 1999, that the Grib Pipe has an estimated resource of approximately 98 million tonnes of kimberlite kimberlite: see diamond. kimberlite or blue ground Dark, heavy, often fragmented igneous rock that may contain diamonds in the rock matrix. to a depth of 500 meters, containing some 67 million carats of recoverable +1 mm diamonds at an average mining grade of 69 carats per hundred tonnes and an average life-of-mine revenue value of US$79 per carat CARAT, weights. A carat is a weight equal to three and one-sixth grains, in diamonds, and the like. Jac. L. Dict. See Weight. . The Grib Pipe was discovered in the spring of 1996 as part of the joint exploration program of the Corporation and AGD. On behalf of Archangel Diamond Corporation Timothy J. Haddon, CEO and President The TSX Venture Exchange has neither approved nor disapproved the contents of this news release. |
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