Bluerock Ventures Corp. Announces Letter of Intent for Acquisition of Savannah Diamonds Limited as Its Qualifying Transaction
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BLUEROCK VENTURES CORP. ANNOUNCES LETTER OF INTENT FOR ACQUISITION OF SAVANNAH DIAMONDS LIMITED AS ITS QUALIFYING TRANSACTION
October 11, 2012 – Toronto, Ontario: Bluerock Ventures Corp. (TSXV-BCR) ("Bluerock") is pleased to announce that it has entered into a non-binding letter of intent dated October 10, 2012 (the "Letter Agreement") to acquire, directly or indirectly, Savannah Diamonds Limited ("Savannah"). Savannah is incorporated under the laws of Jersey and is principally engaged in the exploration for diamonds in Tanzania.
If completed, the proposed transaction will constitute Bluerock’s Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange ("TSXV").
The Proposed Transaction
The structure of the proposed transaction will be determined by mutual agreement of the parties and is expected to take the form of an acquisition, merger, plan of arrangement or other form of business combination (the "Proposed Transaction"), which will result in Bluerock acquiring the outstanding ordinary shares of Savannah (the “Savannah Shares”). On completion of the Proposed Transaction, Bluerock will change its name to "Savannah Diamonds Inc." or such other name that will be acceptable to the parties and the regulatory authorities. In connection with the Proposed Transaction, it is anticipated that Bluerock will continue business into the British Virgin Islands. The parties have agreed that the structure will ultimately permit (i) the holders of Savannah Shares to collectively receive approximately 181 million common shares of Bluerock (each one a "Bluerock Share") at a deemed value of C$0.10 per Bluerock Share.
Bluerock's acquisition of Savannah is an arm's length transaction. The principal shareholder of Savannah is Clarity Enterprises Ltd., a company incorporated under the laws of the British Virgin Islands with a registered address in St. Helier, Jersey, which beneficially holds approximately 55% of the Savannah Shares. A finder’s fee of 200,000 Bluerock Shares will be issued to Michael Cooper upon TSXV approval of the transaction.
During the period of due diligence, Bluerock Shares will be halted pending the review of the proposed Qualifying Transaction by the TSXV. There can be no assurance that trading will resume prior to the completion of the Qualifying Transaction.
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Savannah Diamonds Limited
Prior to the closing of the Proposed Transaction, it is expected that Savannah will complete a non-brokered private placement for gross proceeds of up to $8 million (the “Offering”). The proceeds of the Offering will be used for bulk sampling of the Mahene and Itanana diamond bearing kimberlite pipes, exploration on Savannah’s existing land holdings and general corporate purposes. Savannah currently has approximately 181 million Savannah Shares and 7.7 million outstanding stock options and other securities convertible into Savannah Shares.
Savannah’s primary business is the exploration for diamonds in Tanzania. Savannah holds or has applied for mineral licenses covering an area of approximately 67,000 km² in Tanzania, which Savannah believes to be prospective for either primary (kimberlitesourced) diamonds, or gold, base metals, uranium and other minerals. To date, Savannah has invested approximately US$18 million, primarily in its diamond exploration projects.
Bluerock Ventures Corp.
Upon completion of the Proposed Transaction, it is expected that Bluerock will have approximately a maximum of 265.3 million common shares issued and outstanding, assuming the Offering is fully subscribed, and the shareholders of Savannah would then hold approximately 97.7% of the issued and outstanding shares of Bluerock, on an undiluted basis.
Upon completion of the Proposed Transaction, the board of directors of Bluerock is expected to be comprised of five members, of which three will be independent in accordance with the policies of the TSXV and Canadian securities laws. The directors of Bluerock are expected to be as follows:
Allan Dolan, Executive Chairman: has wide ranging experience in international mineral resource venture development. He is the founder of Clarity Capital, a private mining house that owns a portfolio of African mineral projects (ranging from exploration through to development and production) as well as a group of mineral service companies. Clarity’s team of technical and commercial experts create wealth by selecting, funding, managing and developing projects to the point of exit targeting a significant multiple of money invested. Allan is the founder of African Minerals Limited, which was admitted to the London Stock Exchange's AIM Market in early 2005 and has a current market capitalization of US$1.6bn.
Don Duncan, CEO of Savannah Diamonds: spent twenty five years working for the Anglo American/De Beers Group. An early stint in deep-level gold mining in South Africa was followed by diamond exploration and mining in Namibia, Botswana, the People's Republic of China, Australia and Tanzania. He left De Beers at the end of 2000 as the Exploration Manager, Botswana and Tanzania. Thereafter, he worked for DiamonEx Limited, where his exploration expertise resulted in advancing that company to emerging diamond producer status, and Everfor Diamonds plc, a Russia-focused diamond explorer.
Barry Hawthorne, Non Executive Director: is a recipient of the prestigious Draper Medal from the Geological Society of South Africa in recognition of his significant contribution to
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the scientific understanding of kimberlites and the Upper Mantle processes which allow these rocks to transport diamonds to the Earth's surface. In 1997 he retired from the position of Deputy Technical Director of the Anglo American/De Beers Group (its most senior technical rank with responsibility for both diamonds and metals) after more than 40 years with the organisation overseeing projects worldwide.
Richard Wake Walker, Non-Executive Director: spent nearly twenty years in diamond marketing (both buying and selling) with De Beers, culminating with the position of General Director, Moscow office, which he established in 1992. As a co-founder of WWW International Diamond Consultants Ltd, he has organised major diamond sales and valuations worldwide since 1996 and has provided diamond advisory services to many private and public companies as well as countries, such as Canada, Russia, Lesotho, Indonesia and the Democratic Republic of Congo.
It is expected that Bluerock will have one additional director who will be a nominee of Bluerock.
Significant Conditions to Completion of the Proposed Transaction
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to: (a) execution of a definitive agreement; (b) completion of due diligence; (c) TSXV acceptance; (d) completion of the Offering; and (e) approval of the shareholders of Savannah and Bluerock.
The Proposed Transaction cannot close until the required shareholder approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Exemption From Sponsorship
Subject to the acceptance of the TSXV, Bluerock intends to rely on an exemption from sponsorship contained in Exchange Policy 2.2
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Bluerock should be considered highly speculative.
For further information, please contact:
Bluerock Ventures Corp.
Cliff Mah President and Chief Executive Officer 416-861-3099 x0231 [email protected]
Cautionary Note Regarding Forward-Looking Statements
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This news release contains forward-looking statements relating to the Proposed Transaction, including statements regarding the exchange ratio for the Proposed Transaction, the anticipated acquisition of Savannah, the anticipated election of additional directors for Bluerock, the completion of Offering, the receipt of all necessary regulatory approvals and satisfaction of all other closing conditions in connection with the Proposed Transaction and other statements that are not historical facts. Readers are cautioned not to place undue reliance on forward looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forwardlooking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements.
These assumptions, risks and uncertainties include, among other things: the risk that the Proposed Transaction will not be completed if a formal agreement is not reached or that the necessary approvals and/or exemptions are not obtained or some other condition to the closing of the Proposed Transaction is not satisfied; the risk that closing of the Proposed Transaction could be delayed if Bluerock and Savannah are not able to obtain the necessary approvals on the timelines planned; the assumptions relating to the parties entering into the formal agreement in respect of the Proposed Transaction, its structure, and the timing thereof, the timing of obtaining required approvals and satisfying closing conditions for the Proposed Transaction, state of the economy in general and capital markets in particular, investor interest in the business and future prospects of Bluerock and Savannah.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Bluerock and Savannah disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, Bluerock and Savannah undertake no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.
The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release
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Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.