Last phase of rehabilitation of former combatants starts in DRC
21:36, July 04, 2007
The United Nations Mission (MONUC) in the Democratic Republic of Congo (DRC) has announced the beginning of the phase III disarmament, demobilization and reinsertion (DDR) program targeting former combatants in DRC's eastern region of Ituri.
"The project, focusing three main militia groups, namely, Nationalist and Integrationist Front (FNI), FRPI and MRC is being conducted by the United Nations Development Fund (UNDP), and is financially supported by the United Nations International Children's Emergency Fund (UNICEF), Military Integration Structure (SMI), MONUC, government authorities and DRC's armed forces (FARDC) ," says a UN statement issued Tuesday.
"The project costing 2.5 million U.S. dollars, is to be implemented by UNDP with the support of Sweden, Ireland, United Nations AIDS agency (UNAIDS), Japan and Norway, will take three months to accomplish, before carrying out initial evaluation," says the statement.
"We are expecting the first phase, involving the registration of about 4,500 former combatants from the three groups to begin soon, followed by the laying down of weapons and issuance of disarmament certificates, according to the statement.
The project's schedule will be strictly respected, with a non- negotiable "one man- one weapon" military exercise during the disarmament process, which was not the case during the previous DDR programs, says the MONUC statement.
Transit zones, which will be ready by end of July, will be set up in Bunia and Kpandroma, and will be manned jointly by UNDP and Congolese authorities. MONUC and FARDC will manage the disarmament process and ensure general security.
"As far as the demobilization process is concerned, each former combatant will receive an entrance kit, and will take part in awareness and orientation sessions, before receiving a demobilization card and an exit kit thereafter."
Those former combatants who may choose to join the national armed forces will be transported to Kisangani for military training, before their redeployment in the newly integrated brigades.
Those who will opt to return to civilian life will each receive 110 U.S. dollars to cater for their transport back to their original homes, as well as an entrance card into the community reconstruction service, sponsored by UNDP and tailored to facilitate their transition into civilian life.
Source: Xinhua
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UN's Top Rights Official Concerned
Thursday, 5 July 2007, 3:39 pm
Press Release: United Nations
Dr Congo: UN's Top Rights Official Concerned at Acquittals in Military Trial
New York, Jul 4 2007 11:00PM
The United Nations High Commissioner for Human Rights today voiced concern at the recent decision by a military court in the Democratic Republic of the Congo to acquit all defendants of killings, torture and other abuses that occurred during an operation by the country's armed forces.
"I am concerned at the court's conclusions that the events in Kilwa were the accidental results of fighting, despite the presence at the trial of substantial eye-witness testimony and material evidence pointing to the commission of serious and deliberate human rights violations," said Louise Arbour of the verdict reached in late June in the DRC's Katanga Province.
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"I am pleased that an appellate instance will have the opportunity to revisit these findings," she said, urging the appeals court to "fully and fairly weigh all the evidence before it reaches the appropriate conclusions that justice and the rights of the victims demand."
The High Commissioner also encouraged all competent authorities in the DRC to use all available legal means to bring justice to the victims of Kilwa.
In 2004, members of the country's armed forces (FARDC) regained control of Kilwa from a rebel group which had briefly occupied it.
In investigating the events, human rights officers of the UN Mission in the Democratic Republic of Congo (MONUC) documented incidents of summary executions, torture, illegal detention and looting by the FARDC forces and concluded that little and sporadic fighting took place. Human rights non-governmental organizations (NGOs) have also investigated the events and reached similar conclusions.
In a statement released in Geneva, the High Commissioner criticized the military court's assumption of jurisdiction over civilians in this case. "It is inappropriate and contrary to the DRC's international obligations for military courts to try civilians. While military personnel can in principle be charged by court martial, ci not -- they should be tried before fair and independent civilian courts."
The High Commissioner called on the Congolese Parliament to adopt as a matter of priority the bill implementing the Rome Statute of the International Criminal Court (ICC), which would provide the civilian courts with clear jurisdiction for international crimes.
She recalled that during her visit to the country in May, the authorities had provided assurances of their commitment to the fight against impunity. "The victims of serious human rights violations demand concrete signs of such commitment, in the form of truth and justice," she declared. "That is only their right."
ENDS
--------------------------------------------------
U.N. denounces Congo's Anvil war crimes verdict
By Joe Bavier
KINSHASA, July 4 (Reuters) - U.N. human rights chief Louise Arbour on Wednesday criticised a Congolese military court decision that acquitted government soldiers and former employees of Australia's Anvil Mining Ltd of complicity in war crimes.
A military tribunal acquitted nine soldiers last week of war crimes charges including summary executions, torture, illegal detention and looting during a brief armed uprising in the southern town of Kilwa, Katanga province, in 2004.
Canadian Pierre Mercier and South Africans Peter Van Niekerk and Cedric Kirsten, all Anvil employees, were also cleared of wilfully offering logistical assistance to the soldiers.
"I am concerned at the court's conclusions that the events in Kilwa were the accidental results of fighting, despite the presence at the trial of substantial eye-witness testimony and material evidence pointing to the commission of serious and deliberate human rights violations," Arbour said in a statement.
Congo's Justice Minister Georges Minsay told Reuters he had not yet read the decision of the court in Katanga's capital, Lubumbashi, and could not comment on Arbour's statement.
Scores died in a massacre of civilians in Kilwa when government forces launched a counter-attack to retake the town after it was seized by a group of 10 ill-equipped rebels in October 2004, a U.N. human rights investigation found.
Anvil runs the nearby Dikulushi silver and copper mine and the company's trucks and planes were used by the army during the operation close to Congo's southeastern border with Zambia.
The firm said its vehicles were requisitioned by the military and that it had no choice but to hand them over.
Lawyers for the victims and their families have said they will appeal against the court's verdict.
Two officers received life in prison, and two other soldiers received shorter sentences for lesser crimes unrelated to the Kilwa violence.
Arbour, U.N. high commissioner for human rights, said Democratic Republic of Congo's decision to try the three civilian Anvil employees before a military court violated the country's international obligations.
"During my visit to DRC in May this year, all authorities assured me of their highest commitment to the fight against impunity," Arbour said.
"The victims of serious human rights violations demand concrete signs of such commitment in the form of truth and justice. That is their right," she said.
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Anvil Mining Limited Kinsevere Stage I Development Achieves Commercial Production
Thursday July 5, 4:45 am ET
TSX, ASX: AVM Common shares outstanding: 70.4 million
MONTREAL, July 5 /CNW/ - Anvil Mining Limited (TSX, ASX: AVM - News News; "Anvil" or "the Company") is pleased to announce that it has successfully achieved commercial production of copper concentrates from the Heavy Media Separation ("HMS") Plant at its Stage I development of the Kinsevere project (95%) located 27 km north of Lubumbashi, the provincial capital of the Katanga Province in the Democratic Republic of Congo ("DRC").
The commissioning of the HMS plant began during the first week of June and the first copper concentrates were produced on June 9, 2007. At June 30, 2007 a total of 8,365 tonnes of ore had been processed through the HMS plant, at a feed grade of approximately 9% copper, for production of 1,590 tonnes of copper concentrates with an average grade of approximately 30% copper.
Design capacity throughput has been achieved and work to optimise the operation of the three-stage crushing and screening circuit and the HMS plant is ongoing.
The Stage I development of Kinsevere comprises an open pit mining operation which commenced during the first quarter of 2007 on the Tshifufia and Tshifufiamashi pits, the construction of an HMS plant which was commissioned in June 2007 and an Electric-Arc Furnace ("EAF"). The commissioning of the EAF is expected to be undertaken during the fourth quarter of 2007. For the period until the commissioning of the EAF, the Company will sell copper concentrates produced, both internationally and locally. The HMS-EAF plant is expected to produce approximately 23,000 to 25,000 tonnes per annum of "black copper" ingots assaying 90%-93%.
Anvil Mining Limited is an unhedged copper and silver producer whose shares are listed for trading on the Toronto Stock Exchange (as common shares) and the Australian Stock Exchange (as CDIs) under the symbol AVM. It has majority interests in and operates the Dikulushi copper-silver mine, the Kinsevere copper mine, and the Kulu copper tailings operation in the Katanga Province of the DRC.
Caution Regarding Forward Looking Statements: The forward-looking statements made in this news release are based on assumptions and judgments of management regarding future events and results. Such forward-looking statements, including but not limited to those with respect to the operation of the HMS plant and the construction and development of an Electric-Arc Furnace and associated power transmission line at the Kinsevere project involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual market prices of copper and silver, the actual results of current exploration, the actual results of future mining, processing, development and operating activities, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's filed documents.
For further information
Craig Munro, Vice President Corporate & CFO, Tel: +61 (8) 9481 4700, Email: craigm@anvilmining.com (Perth)
Robert La Vallière, Vice President Investor Relations, Tel: (Office) (514) 448 6664, (Cell) (514) 944 9036, Email: robertl@anvilmining.com (Montréal)
Website: www.anvilmining.com
-----------------------------------------------
Lundin Mining and Tenke Mining Close Merger
By: Marketwire .
Jul. 3, 2007 08:30 PM
VANCOUVER, BRITISH COLUMBIA -- (MARKET WIRE) -- 07/03/07 -- Lundin Mining Corporation (TSX: LUN)(AMEX: LMC)(SSE: LUMI) (Lundin Mining) and Tenke Mining Corp. (TSX: TNK) ("Tenke") are pleased to announce that the business combination of Lundin Mining and Tenke has been finalized effective as of July 3, 2007.
Shareholders of the respective companies approved the transaction on June 18, 2007 and final court approval was received on June 21, 2007. The transaction was completed by way of a Plan of Arrangement (the "Arrangement"). Pursuant to the Arrangement, all Tenke common shares will now be exchanged on the basis of 1.73 Lundin Mining common shares plus Cdn $0.001 cash for each Tenke common share.
Tenke's South American assets and US $5 million have been conveyed to a new company, Suramina Resources Inc. ("Suramina"). Common shares of Suramina will be distributed to Tenke shareholders, on a one-for-one basis. Suramina will commence trading on the Toronto Stock Exchange at the market opening on July 5, 2007 under the symbol "SAX". The CUSIP number of Suramina is 868 650 102.
The common shares of Tenke will be delisted at the close of business on July 4, 2007.
Mr. Paul Conibear, currently President of Tenke, will be President and CEO of Suramina and will join Lundin Mining as Senior Vice President Projects.
Upon issuance of the Lundin Mining shares pursuant to the Arrangement, Lundin Mining will have approximately 389.9 million common shares outstanding. Lundin Mining shares trade on the Toronto Stock Exchange ("LUN") and AMEX ("LMC") and Swedish Depositary Receipts trade on the Stockholm Stock Exchange ("LUMI").
Lukas H. Lundin, Chairman of Lundin Mining, commented, "The merger of Lundin Mining and Tenke is a major leap forward towards our goal of building Lundin Mining into the world's premier base metals producer. The Tenke Fungurume asset is truly world-class and without question the largest new copper development in many years. The deposits are so extensive and widespread within the 1,500 square kilometer concession area that they virtually represent an entire mining district in themselves. Construction of the first phase of operations of the mine is well underway and both shareholders and the local community in the DRC can expect to enjoy the benefits for many years to come. I would like to extend a warm welcome to our new shareholders and thank our existing ones for their support as we continue our rapid growth."
Forward-Looking Statements
Certain of the statements made and information contained herein is "forward-looking information" within the meaning of the Ontario Securities Act or "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 of the United States. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the companies' expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under risk factors relating to each company's business in Lundin Mining's and Tenke's most recent Annual Information Form and in each company's most recent management discussion and analysis. Forward-looking information is in addition based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long term price of copper, zinc, gold and nickel; that the companies can access financing, appropriate equipment and sufficient labour and that the political environment where the companies operate will continue to support the development and operation of mining projects. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
Contacts:
Lundin Mining Corporation
Catarina Ihre
Investor Relations, Europe
+46-706-07-92-63
Lundin Mining Corporation
Sophia Shane
Investor Relations, North America
(604) 689-7842
(604) 689-4250 (FAX)
Website: www.lundinmining.com
Published Jul. 3, 2007
Copyright © 2007 SYS-CON Media. All Rights Reserved
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First Quantum commissioning at US$226 million Frontier
First Quantum Minerals Ltd has just begun commissioning its 95% owned Frontier copper project in the Democratic Republic of the Congo, chief executive officer Clive Newall told the Numis mining conference in London on Tuesday.
First Quantum has spent US$226 million to establish the mine and build the mill and flotation plant, and plans to produce 73,000 t/y of copper-in-concentrate once commercial production beings in the September quarter.
With the copper price currently hitting around $7,700/tonne, Mr Newall said Frontier`s payback will occur "in less than three months". "Frontier will be paid for by Christmas," he told the audience.
Frontier will be the fourth mine to be established by First Quantum, listed on the Toronto and London stock exchanges. The pure copper play company currently operates the Kansanshi mine in Zambia, the Bwana/Lonshi plant and mine in Zambia and the DRC respectively, and the Guelb Moghrein mine in Mauritania.
Mr Newall estimated First Quantum would produce 400,000t/y of copper by 2010 once an additional three projects in advanced exploration or under development were completed.
Mr Newall attributed First Quantum`s success to its early entry into the high-risk but copper-rich DRC during the civil war in the 1990s. "Ten years ago we were the only game in town," he said. "Now, everybody`s looking ... everybody`s involved (in the DRC)."
He declined to answer questions about Glencore International AB, which holds a 73% stake in the Mopana Copper Mines, in which First Quantum also has a 16.9% share. Through Mopana, First Quantum uses its Mufilira smelter.
(July 3)
Related Articles:
Copper leads First Quantum profit surge
First Quantum: DRC’s copper block a ‘temporary problem’
First Quantum in LSM
First Quantum output to soar
External Links:
First Quantum Minerals Ltd - corporate website
BRC Diamond and Diamond Core to merge, creating a growth-focused, African diamond explorer and developer
Thursday July 5, 2:00 am ET
JOHANNESBURG, South Africa and TORONTO, Canada, July 5 /CNW/ - BRC Diamond Corporation ("BRC") (TSX-V: BRC - News) and Diamond Core Resources Limited ("Diamond Core") (JSE: DMR) announce that they have entered into an agreement (the "Pre-Merger Agreement") to merge the two companies to create a new growth-focused African diamond exploration and development company (the "Merger"). The combined entity will be named BRC DiamondCore Ltd. ("BRC DiamondCore") and will have listings on both Canadian and South African stock exchanges, with current BRC and Diamond Core shareholders holding approximately 53% and 47%, respectively, at closing.
The Merger will create a growth-focused African diamond explorer, with significant production potential, that will benefit from:
- key landholdings and infrastructure in proven diamond producing
regions of South Africa and in prospective diamond districts of
the Democratic Republic of Congo (the "DRC");
- a pipeline of advanced alluvial exploration projects with recently
commissioned bulk sampling plants as well as early stage
exploration opportunities on prolific alluvial terraces;
- a spread of kimberlite projects including well defined bodies
moving into bulk sampling programs and numerous drill targets
across extensive prospective areas;
- management depth with an aggregate of more than 100 years of
diamond industry experience; and
- access to global capital markets given listings on two key
resource stock exchanges and share registers with strong
institutional compositions.
Dr. Michiel 'Mike' de Wit, President and CEO of BRC, said "The Merger is unique in bringing together complementary assets, management teams and shareholders. By combining our two companies we will accelerate growth and capitalize on the strengths of each business in exploration and development of both kimberlite and alluvial deposits. We believe we will be positioned as a leading growth-focused diamond explorer in Africa with an outstanding endowment of mineral licences and the managerial and technical skills to bring these to production as well as access to a broad pool of capital for growth. I look forward to what we can achieve in the short and long term."
Theo Botoulas, CEO of Diamond Core, added "We have spent a considerable time in assessing all of the various parties active in diamond exploration in Africa in order to source a partner with whom to grow our business, and BRC easily stood apart from the rest in terms of a complementary management team and overall fit. We are confident that Diamond Core's early stage ground can benefit from the strength of the BRC geological team and similarly, from an operational standpoint, we are enthusiastically looking forward to applying our production expertise to designing, constructing and operating bespoke recovery plants on BRC's properties in the DRC. This really is a merger based on strong fundamentals and I am grateful of the strong support shown to us by our large shareholders."
Exploration and Development Assets
Upon completion of the Merger, the combined entity will have a broad suite of landholdings in South Africa and the DRC with an excellent spread of near production projects and early stage exploration ground across both kimberlite and alluvial areas. BRC DiamondCore's near term objectives will be to focus on generating cash flow and maximizing value from its various alluvial projects, including the following:
Silverstreams (South Africa) - With the recent commissioning of a
670 tonnes per hour ("tph") bulk sampling plant, Silverstreams is one of
Diamond Core's most advanced exploration projects. Located on the
northern bank of the Orange River in the Northern Cape Province,
Silverstreams had been subject to previous test mining with good quality
alluvial diamonds recovered from both the Primary and Rooikoppie gravels.
Diamond Core has undertaken an extensive drilling program, including
426 percussion drillholes, to determine the extent and volume of both
Primary and Rooikoppie gravel horizons. Two bulk sample trenches were
recently excavated to more precisely determine the gravel structure,
grade and diamond value. The results of the historical drilling and
current bulk sampling are currently being reviewed with a view to
producing a mineral resource estimate.
Kwango River (DRC) - This project of BRC consists of eight exploration
permits on approximately 160 kilometres of the Kwango River covering an
area of 2,150 square kilometres. This drains the Chitamba-Lulo kimberlite
cluster in Angola and diamonds are known to occur within the active river
channel as well as on flats and terraces within the river's flood plain.
In 2006, a total of 642 manual and 35 excavator pits were completed by
BRC along with 125 auger drillholes. These have generated a preliminary
understanding of the extent, thickness and depth of the gravel horizons
in anticipation of a bulk sampling program currently being designed as a
priority by the two companies.
Uitdraai (South Africa) - Located contiguous and to the south west of the
Silverstreams project, the focus at Uitdraai is on an ancient alluvial
gravel terrace on the southern bank of the Orange River. Five bulk
sampling trenches are planned in conjunction with the construction of a
670 tph exploration plant to be initiated in late 2007.
De Kalk (South Africa) - The first ever diamond discovered in South
Africa, the 21.25 ct brownish yellow "Eureka", was found in 1866 at De
Kalk. The De Kalk terrace has been drilled and a geological model created
for the alluvial gravel paleochannel. Management is planning surface
infrastructure, including the construction of a 670 tph exploration plant
to be undertaken in parallel with the Uitdraai project.
The combined kimberlite projects of BRC DiamondCore, which represent the longer term potential for the business, include the following:
Paardeberg East (South Africa) - A number of kimberlite bodies are known
to exist on the Paardeberg East property with Diamond Core's current
focus being on PK1 and PK3. Various historical bulk sampling and trial
mining activities have been undertaken on PK1 by prior owners with
variable results. As such, Diamond Core is currently undertaking a best
practices bulk sampling program to determine diamond grade, size
distribution and diamond values in the various zones of PK1. By April
2007, Diamond Core had dewatered and stabilised the pit slopes in the
existing PK1 pit for bulk sampling operations to commence.
The 50 tph trial mining/bulk sampling facility at Paardeberg East, which
was commissioned in April 2007, is intended to also be applied as a
regional bulk sampling/trial mining facility for company operations in
the Free State and Northern Cape.
Lubao (DRC) - BRC's Lubao project consists of 14 exploration permits over
an area of 5,025 square kilometres in the Kasai-Oriental province,
historically the largest diamond producing region of the DRC. The geology
of the region represents an extension of the Kasai Craton and the area
has never been explored using modern techniques. Management believes the
region is highly prospective and has undertaken stream sediment sampling
and 11,000 line kilometres of airborne magnetic surveys. 21 priority
targets have been identified by BRC for first pass drilling.
Tshikapa (DRC) - Totalling 9,210 square kilometres in the Kasai-
Occidental province, BRC's Tshikapa project is located within the
prospective Kimberlite Emplacement Corridor which extends northeastward
from Angola. Historically, significant volumes of good quality diamonds
have been produced from alluvial deposits in the Tshikapa area. However,
exploration for primary kimberlite sources has been limited and was never
conducted using modern technology. Ground work undertaken by BRC in the
2006 field season identified 53 drill ready targets and the assessment of
the alluvial potential over these properties is also ongoing.
Skeyfontein (South Africa) - Prospecting by De Beers in the late 1990s
located at least four kimberlite fissures on the property. Diamond Core
has undertaken an exploration program including soil sampling and
geophysics which is being supplemented by reverse-circulation and diamond
drilling to locate further kimberlite bodies. Diamond Core has additional
prospecting permits in the immediate area.
Additional alluvial opportunities include the Sanddrift, Muishoek and Koa Valley projects in South Africa along the existing or historical courses of the Orange River. Sanddrift and Muishoek are immediately adjacent to the Silverstreams project, with the Koa Valley project in proximity to the town of Pofadder in the Northern Cape. In the DRC, additional exploration permit applications have recently resulted in several permits being awarded. These are located in the north of the country and cover some 3,890 square kilometres where alluvial diamonds are being produced by artisinal miners and the geology represents an extension of the Mboumou Craton from the Central African Republic.
Other South African kimberlite opportunities include the Strydpan and Kuiltjiespan projects, as well as the kimberlite potential on Sanddrift, Silverstreams and Uitdraai. Generally, these project areas have seen less historical kimberlite exploration and Diamond Core intends to undertake a methodical exploration program of stream and soil sampling and geophysics for target generation to be followed by trenching and drilling, as warranted.
BRC's projects in the DRC include both wholly-owned permits and those held under option agreements with local partners. After taking into account a required 5% government interest upon conversion to exploitation permits, BRC expects to retain an economic interest of between 80% and 95% for the significant majority of its permit holdings.
Diamond Core holds the majority of its alluvial projects in partnership with two Black Economic Empowerment consortia, the Sefalana and Selang Consortia, with legal ownership split equally with each holding a 50% interest. As financing is being undertaken by Diamond Core, ultimately 85% of cash flows, once capital has been repaid, will accrue to the benefit of Diamond Core. Similar ownership and financing arrangements are being put in place for the kimberlite projects.
Importantly, both BRC and Diamond Core benefit from existing in-country operations providing for good relationships with local communities, various government departments and all necessary service providers. Additionally, BRC DiamondCore will be able to utilize its strong logistical capabilities throughout south and central Africa. Management believes these relationships and expertise will allow for compressed planning and development times relative to competitors.
Management and Board
The complementary nature of the current BRC and Diamond Core management teams will provide for a combined organization with broad strengths including both exploration and geological skills to identify and delineate deposits and development and production capabilities to deliver maximum value from these projects. Senior management of BRC DiamondCore is expected to include the following:
Mike de Wit (President) - Mike recently joined BRC from De Beers, where
he spent 29 years in various roles, including recently as exploration
manager for Africa and general manager within the DRC. Mike has a PhD
from the University of Cape Town with a specialization in the alluvial
diamond distribution of western South Africa.
Theo Botoulas (CEO) - Theo has guided Diamond Core through its relisting
and restructuring, including the merger with Samadi in 2006. He has a
total of 18 years of mining, asset management and financial industry
expertise, following from an MSc in Mining Engineering from the
University of the Witwatersrand.
Craig Campbell (CFO) - A chartered accountant, Craig brings more than
10 years financial experience with both private and JSE listed companies.
Danie van der Merwe (Engineering and Operations) - Danie has extensive
experience in the diamond mining sector in the areas of metallurgy,
engineering and mining production. He previously managed Saxendrift on
the Middle Orange River for Trans Hex and the Koidu Kimberlite Project in
Sierra Leone. Danie holds a National Technical Diploma in Mechanical
Engineering, and has completed numerous supplementary courses including
courses in metallurgy, diamond recovery systems, as well as safety and
management.
Fabrice Matheys (Geology, kimberlite) - Fabrice holds an MSc in
exploration geology from Rhodes University in Grahamstown and has
16 years of field experience most of which was with De Beers. He has an
intimate knowledge of the DRC and has been working there for the last
three years.
Edmond Thorose (Geology, alluvial) - Edmond graduated from the University
of Toronto with a BSc.(Hons) degree and also holds an MBA from York
University. Edmond has nine years of exploration experience in gold and
diamonds and has been working in the DRC for the last two years.
Hano Hamman (Geology, South Africa) - Hano is a registered member of the
South African Council of Natural Scientific Professions and holds an
honours degree in Economic Sedimentology from the University of
Stellenbosch. He has worked as a consultant to numerous local and
international companies before joining AIM and ASX listed Dwyka Diamonds
as Exploration Manager South African Operations in 2005. In 2003, he was
employed as a Senior Exploration Geologist at the Fucuama project of
Trans Hex in Angola.
BRC DiamondCore expects to maintain a rapid development trajectory by focusing its senior management at or near the operations including having Mike de Wit based in Kinshasa, DRC and Theo Botoulas in Johannesburg, South Africa.
The board of directors of BRC DiamondCore will be reconstituted on the Merger with four representatives from each of BRC and Diamond Core being appointed. The appointees are expected to be Simon Village (as interim Chairman), Mike de Wit, Theo Botoulas, Roger Davids, Greg Hunter, Arnold Kondrat, Richard Lachcik and Mike Prinsloo. These individuals provide a broad range of expertise, including broad resource sector and diamond industry experience, project management, financing, commercial and corporate governance skills.
Growth and Value Strategies
The growth and value strategy of the merged entity will be articulated and more clearly defined by the President and CEO of BRC DiamondCore taking the following into account:
- structuring the merged entity into clearly defined kimberlite and
alluvial exploration divisions, each with its own clearly defined
objectives, business plan and budget;
- analysing the exploration portfolio of the merged entity to
optimally focus and prioritise the projects;
- identifying and acquiring additional exploration rights in
prospective areas in close proximity to the current portfolios
both in South Africa and in the DRC;
- aligning and optimising the administration structures and systems
of both companies; and
- identifying and analysing potential acquisition targets which
would supplement the current portfolio of alluvial and kimberlite
assets and where the technical and managerial skills of the merged
entity would add value.
In order to accelerate the expected synergistic benefits of the combination, as well as demonstrate the commitment to this venture, BRC and Diamond Core are entering into an engineering services agreement with immediate effect whereby Diamond Core will assist in the scoping, design and construction of a bulk sampling diamond plant for BRC's use on its Kwango River project and elsewhere in the DRC. By constructing and commissioning this modular plant in South Africa and providing operator training before air freighting it to the DRC, the companies expect to significantly shorten the lead time to commissioning an operation in central Africa. This will fast track development of the DRC projects ahead of the planned Merger.
Details of the Transaction
The Merger is to be implemented by way of a court-sanctioned scheme of arrangement under the provisions of Section 311 of the Companies Act, 1973 (South Africa), pursuant to which BRC will acquire all of the outstanding shares of Diamond Core in exchange for BRC shares. At closing, all Diamond Core shareholders will receive 1 BRC common share for every 24.5 Diamond Core ordinary shares held. BRC shareholders will continue to hold their existing BRC common shares. This exchange ratio is reflective of the trading values of the two companies prior to Diamond Core's cautionary announcement on June 4, 2007. The combined company will be renamed BRC DiamondCore Ltd.
BRC currently has outstanding approximately 13.6 million common shares. Diamond Core currently has outstanding approximately 296.2 million ordinary shares, which will be exchanged pursuant to the terms of the Merger for approximately 12.1 million BRC common shares, thereby resulting in a pro-forma BRC basic shares outstanding balance of approximately 25.7 million common shares. Therefore, based on the number of BRC and Diamond Core shares currently outstanding, current BRC and Diamond Core shareholders will own approximately 53% and 47%, respectively, of the combined entity. Diamond Core also has outstanding approximately 24.9 million listed options with a strike price of R2.00 that expire on September 30, 2007, prior to the expected closing of the Merger. These options may result (depending on whether they are exercised prior to their expiry) in the further issuance by BRC of up to approximately 1 million BRC common shares.
The terms of the Merger contemplate the exchange of Diamond Core's outstanding employee options for stock options of BRC which, assuming all such Diamond Core options are still outstanding at closing, will result in the issuance by BRC of stock options to purchase a total of approximately 0.67 million BRC common shares. Diamond Core also has a deferred consideration agreement which may result in the issuance of up to approximately 35.2 million ordinary shares of Diamond Core contingent on the profitability of certain acquired assets in the first full year of their commercial production. An additional approximately 1.44 million common shares of BRC will therefore be reserved on closing of the Merger for potential issuance pursuant to this deferred consideration agreement.
Each of BRC and Diamond Core has agreed to not solicit a competing offer to the Merger and to use their best efforts to obtain all necessary consents and approvals to effect the Merger. Each company has also agreed to pay a break fee to the other party under certain circumstances. In addition, each company has granted the other party a right to match any competing offer that may arise.
BRC and Diamond Core have received support in favour of the Merger from Diamond Core's large institutional shareholders.
The Pre-Merger Agreement between Diamond Core and BRC will not constitute a firm obligation to complete the Merger or a firm intention on the part of BRC to make any offer to the shareholders of Diamond Core, until the Exchange Control Department of the South African Reserve Bank shall have given all approvals required to be given by it in connection with the Merger and the transactions contemplated therein, and if the approvals are subject to conditions, the conditions are acceptable to BRC and Diamond Core, acting reasonably.
The closing of the Merger will also be subject to typical conditions, including the approval of Diamond Core shareholders at a meeting expected to be held in the fourth calendar quarter. The board of directors of Diamond Core has agreed to recommend the transaction to its shareholders, subject to its fiduciary obligations and the receipt of a favourable fair and reasonable opinion for which Venmyn Rand (Pty) Ltd. has been appointed. BRC's board of directors has approved the transaction. Other transaction approvals include competition authorities, the TSX Venture Exchange and the JSE, for which applications are in the process of being prepared and filed.
Advisors
BRC's financial advisor is RBC Capital Markets. Diamond Core's financial advisor is River Group.
Qualified Persons
Mike de Wit, President and Chief Executive Officer of BRC, is the "qualified person" (as such term is defined in National Instrument 43-101) who supervised the preparation of and is responsible for the technical information in this release relating to BRC's projects (being the DRC projects referred to in this release). Hano Hamman, Group Geologist of Diamond Core, is the "qualified person" (as such term is defined in National Instrument 43-101) who supervised the preparation of and is responsible for the technical information in this release relating to Diamond Core's projects (being the South African projects referred to in this release).
About BRC
BRC is a Canadian-based diamond exploration company active principally in the DRC. Led by a management team with extensive experience in the DRC, BRC was one of the first companies to identify emerging diamond opportunities in the DRC and today has a commanding land position, directly controlling approximately 8,458 square kilometres and retaining a further 10,922 square kilometres through option agreements on three separate exploration properties. These properties are located in some of the most prospective diamond regions of the country. Banro Corporation, BRC's largest shareholder with a 27.5% interest in BRC, is a mineral exploration company focused on the DRC. BRC is listed on the TSX Venture Exchange under the ticker "BRC".
About Diamond Core
The objectives of the South African-based Diamond Core group of companies are to conduct systematic greenfields diamond exploration programs and to bring to account economically viable diamond discoveries, which result from the exploration programmes, as well as through the acquisition of assets considered uneconomic or marginal by others and which are value-accretive to shareholders. Diamond Core believes these assets can successfully be brought to account using its technical skills, entrepreneurial spirit and low cost operating structure. Diamond Core is focused on, and currently active in, the Northern Cape Province of South Africa. Diamond Core is actively involved in two kimberlite exploration projects, the Paardeberg East Project, situated 40 km west of Kimberley, and the Skeyfontein JV, located some 20 km south east of the town of Postmasburg. Through its acquisition of Samadi (SA) Pty Ltd., Diamond Core has a suite of three alluvial projects: Silverstreams, Uitdraai and the De Kalk Project. Diamond Core also has a suite of five applications with the Department of Minerals and Energy Affairs for additional prospecting rights in the Northern Cape Province. Diamond Core is listed on the JSE Securities Exchange in South Africa under the ticker "DMR".
Cautionary Note Concerning Forward-Looking Statements
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This release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that BRC and Diamond Core believe, expect or anticipate will or may occur in the future (including, without limitation, statements regarding mineral resources, future diamond production, future revenue, exploration results, potential mineralization and future plans and objectives of BRC and Diamond Core) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of BRC and Diamond Core based on information currently available to them. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of BRC and Diamond Core to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on such companies. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to complete the Merger as a result of one or more of the closing conditions not being fulfilled (including failure to obtain all required approvals), the possibility that future exploration results will not be consistent with the expectations of BRC and Diamond Core, changes in equity markets, changes in diamond markets, foreign currency fluctuations, political developments in the DRC or South Africa, changes to regulations affecting BRC's or Diamond Core's activities, uncertainties relating to the availability and costs of financing needed in the future, delays in obtaining or failure to obtain required project approvals, the uncertainties involved in interpreting exploration results and other geological data and the other risks involved in the diamond exploration and development industry. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, BRC disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although BRC and Diamond Core believe that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this press release.
For further information
In Johannesburg: James Duncan, Russell & Associates, 27 11 880-3924
In Toronto: Arnold T. Kondrat, Executive Vice President, or Martin D. Jones, Vice President, Corporate Development, BRC Diamond Corporation, at (416) 366-2221 or 1-800-714-7938
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Source: BRC Diamond Corporation
jeudi 5 juillet 2007
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