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Breaking News
DIA BRAS ANNOUNCES THE SIGNING OF A BINDING AGREEMENT TO ACQUIRE SOCIEDAD MINERA CORONA S.A. IN PERU
14:18 EST Friday, March 04, 2011
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/
TSX Venture Exchange - DIB
TORONTO, March 4 /CNW/ - Dia Bras Exploration Inc. (TSXV: DIB) ("Dia Bras" or the "Company") is pleased to announce that it has entered into a binding agreement dated March 3, 2011 (the "Letter Agreement") to acquire (the "Acquisition") approximately 92% of the voting shares (representing approximately 82% of the total equity) of Sociedad Minera Corona S.A. ("Corona") from a group of shareholders (the "Selling Shareholders") in an arm's length transaction. The aggregate purchase price for the Acquisition will be US$285.46 million based on a total equity value for Corona of US$350 million. The Selling Shareholders will be entitled to elect to use up to 20% of the proceeds from the Acquisition to purchase common shares of Dia Bras ("Dia Bras Shares") at an issue price of Cdn.$2.86 per share.
Sociedad Minera Corona S.A.
Established in 1993, Corona is a Peruvian company engaged in the exploration, extraction, production and commercialization of mineral concentrate, principally silver, copper, lead and zinc at its Yauricocha mine in Yauyos Province, Peru. Corona is also engaged in the production and commercialization of electric power at its Huanchor Hydroelectric Plant, located in Huarochirí Province.
Corona's shares trade on the Bolsa de Valores de Lima (the Lima Stock Exchange). The voting shares trade under the symbol "MINCORC1" and the investment shares trade under the symbol "MINCORCI1". According to public records and information provided by the Selling Shareholders, there are currently 31,890,365 voting shares and 4,087,673 investment shares outstanding. The most recent closing price of the voting shares was US$12.62 and of the investment shares was US$12.08 for an aggregate market capitalization of US$451.8 million.
Additional information regarding Corona, including its public filings and details regarding its directors and senior officers, is available through websites maintained by the Peruvian securities regulatory authorities and the Bolsa de Valores de Lima at www.conasev.gob.pe and www.bvl.com.pe, respectively.
Historical production information for the Yauricocha mine for the three years ended December 31, 2009 appears below. Such information is based on reports prepared internally by Corona and included in its annual reports for the periods indicated.
The tables below sets out certain consolidated financial information in respect of Corona based on Corona's audited financial statements for the three fiscal years ended December 31, 2009 and its unaudited financial statements for the fiscal year ended December 31, 2010. Such information has been prepared in accordance with accounting principles generally accepted in Peru and are stated in United States dollars.
The Yauricocha mine project has internally prepared reserve and resource estimates, however, such estimates have not been verified by Dia Bras to be compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The Company will be commissioning a technical report to be prepared in accordance with NI 43-101 standards. Once a satisfactory NI 43-101 report has been completed, further information regarding the Yauricocha mine project will be disclosed in a follow-up news release.
Letter Agreement
Pursuant to the Letter Agreement, the parties have agreed to work together in a timely fashion to negotiate, prepare and execute the definitive agreements necessary to complete the Acquisition (the "Definitive Agreements"). The Definitive Agreements are to be executed on or before May 18, 2011 and are to include, among other things:
The obligations of Dia Bras to execute the Definitive Agreements and to complete the Acquisition will be subject to customary conditions including:
Pursuant to the Letter Agreement, closing of the Acquisition is to occur within 30 days of the completion by Dia Bras of its due diligence and in any event not later than June 1, 2011 or such later date as may be agreed to by the parties.
The Letter Agreement also contains a customary non-solicitation covenant in favour of Dia Bras from the Selling Shareholders on their own behalf and on behalf of Corona.
Financing Arrangements
Dia Bras expects to finance the Acquisition through (i) a bridge loan in the principal amount of approximately US$150 million expected to be provided by Citigroup Global Markets Inc., who also acted as exclusive financial advisor to Dia Bras in connection with the Acquisition, and (ii) a non-brokered private placement of up to 58.4 million subscription receipts to be issued at a price of Cdn.$2.86 per share for gross proceeds of up to Cdn.$167 million (the "Offering"). Each subscription receipt will entitle the holder thereof to receive, for no additional consideration, one Dia Bras Share upon the satisfaction of the escrow release conditions described below.
The gross proceeds of the Offering will be deposited into escrow with a trust company acceptable to the Company and will be released from escrow to the Company upon the occurrence of all of the following events:
If the Escrow Release Conditions are not satisfied on or before the earlier of: (i) 4:30 p.m. (Toronto time) on June 30, 2011, and (ii) the time and date, if any, that the Definitive Agreement governing the Acquisition is terminated pursuant to its terms, the escrowed funds will be returned to the subscribers and all subscription receipts will be cancelled.
In connection with the Offering, Arias Resource Capital Fund II L.P. ("ARCF II") has committed to subscribe for 17.5 million subscription receipts for an aggregate purchase price of Cdn.$50 million. Arias Resource Capital Fund L.P. ("ARCF I") currently owns 49,079,261 Dia Bras Shares or approximately 58.5% of the issued and outstanding Dia Bras Shares and holds warrants exercisable to acquire an additional 3,099,429 Dia Bras Shares at an exercise price of Cdn.$0.70 per share. ARCF I and ARCF II are entities indirectly controlled by Alberto Arias, a director of Dia Bras. Accordingly, the purchase by ARCF II of subscription receipts will constitute a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Following the purchase of the subscription receipts by ARCF II, assuming the issuance of 58.3 million Dia Bras Shares pursuant to the exercise of the subscription receipts in connection with the Acquisition, ARCF I and ARCF II will own, in the aggregate, 66.6 million Dia Bras Shares or approximately 46.8% of the number of Dia Bras Shares outstanding immediately following the Acquisition and will also hold warrants exercisable to acquire an additional 3,099,429 Dia Bras Shares at an exercise price of Cdn.$0.70 per share. It is expected that prior to the completion of the Offering, the purchase of subscription receipts by ARCF II will be approved by the Board of Directors of Dia Bras, with Mr. Arias declaring his interest and abstaining from voting.
In the event that the Selling Shareholders elect to use the maximum 20% of the proceeds of the Acquisition to purchase Dia Bras Shares, a maximum of 19,962,237 additional Dia Bras Shares will be issued representing approximately 12.3% of the number of Dia Bras Shares outstanding following the completion of the Acquisition. Based on the number of Corona shares owned by each of the Selling Shareholders, no individual Selling Shareholder is expected to own more than 10% of the number of Dia Bras Shares outstanding following the completion of the Acquisition.
Completion of the Offering and the Acquisition will be subject to Dia Bras receiving the approval of the TSXV.
Management of Dia Bras
No changes to the senior management or directors of Dia Bras are expected in connection with the Acquisition
| 2007 | 2008 | 2009 | |
| Tonnes processed | 527,409 | 690,587 | 790,743 |
| Daily throughput | 1,507 | 1,973 | 2,259 |
| Silver oz/st | 3.30 | 5.38 | 4.93 |
| Lead grade | 3.41% | 3.26% | 3.39% |
| Copper grade | 1.06% | 1.04% | 1.60% |
| Zinc grade | 3.04% | 3.13% | 3.17% |
| Gold, g/t | - | - | - |
| Total operating cash costs (US$, '000) |
$19,403 | $29,386 | $33,624 |
| Mine operating cash costs (US$)/DMT processed | $36.79 | $42.55 | $42.52 |
| Consolidated Balance Sheet Data | As at December 31 | |||
|
2007 (audited) US$ mm |
2008 (audited) US$ mm |
2009 (audited) US$ mm |
2010 (unaudited) US$ mm |
|
| Assets | ||||
| Cash and Equivalents | $1.1 | $1.3 | $9.5 | $17.8 |
| Accounts Receivable | $5.1 | $5.0 | $11.0 | $18.7 |
| Inventory | $9.7 | $10.2 | $7.6 | $5.9 |
| Pre-paid Expenses | $0.1 | $0.1 | $0.2 | $0.2 |
| Current Assets | $16.0 | $16.7 | $28.2 | $42.6 |
| Property, Plant and Equipment | $30.8 | $31.5 | $32.7 | $30.5 |
| Intangibles | $1.6 | $1.3 | $1.2 | $1.2 |
| Deferred Income Taxes | $3.7 | $3.8 | $5.1 | $5.3 |
| Total Assets | $52.1 | $53.2 | $67.2 | $79.6 |
| Liabilities | ||||
| Revolving Debt | $11.0 | $0.0 | $6.0 | $0.0 |
| Trade Account Payables | $4.2 | $3.5 | $4.3 | $3.4 |
| Current Income Tax and Employee Profit Sharing | $6.0 | $2.7 | $5.7 | $11.0 |
| Other Accounts Payable | $5.6 | $2.9 | $1.0 | $5.4 |
| Current Liabilities | $26.8 | $9.0 | $16.9 | $19.9 |
| Long Term Debt | $0.0 | $6.0 | $16.2 | $11.0 |
| Other Accounts Payable | $0.0 | $5.0 | $0.0 | $0.0 |
| Mine Closure Provision | $8.6 | $10.6 | $0.0 | $10.0 |
| Total Liabilities | $35.4 | $30.6 | $33.1 | $40.8 |
| Common Stock | $10.2 | $10.2 | $10.2 | $10.2 |
| Investment Shares | $1.3 | $1.3 | $1.3 | $1.3 |
| Legal Reserve | $2.0 | $2.0 | $2.0 | $2.0 |
| Retained Earnings | $3.1 | $9.1 | $20.6 | $25.2 |
| Shareholders Equity | $16.6 | $22.6 | $34.1 | $38.8 |
| Results of Operations | For the Year Ended December 31 | |||
|
2007 (audited) US$ mm |
2008 (audited) US$ mm |
2009 (audited) US$ mm |
2010 (unaudited) US$ mm |
|
| Net Sales | ||||
| Mineral concentrates | $73.2 | $85.5 | $85.3 | $120.5 |
| Electric energy and power | $5.2 | $7.6 | $8.6 | $8.1 |
| Total Sales | $78.4 | $93.1 | $94 | $128.6 |
| Cost of Sales | ||||
| Mineral concentrates | ($23.1) | ($34.7) | ($39.2) | ($39.0) |
| Electric energy and power | ($3.1) | ($3) | ($3.5) | ($3.7) |
| Gross Income | $26.2 | $37.7 | $42.7 | $86.0 |
| Sales, General and Administrative Expenses | ($6.9) | ($11) | ($8.4) | ($10.2) |
| Operating Income | $45.3 | $44.6 | $42.9 | $75.8 |
| Other Income or Expenses | ($1.1) | ($2.3) | ($0.4) | ($1.1) |
| Income before Income Tax and Statutory Profit Sharing | $44.2 | $42.2 | $42.4 | $74.7 |
| Statutory Profit Sharing | ($3.3) | ($3.4) | ($3.3) | ($5.9) |
| Income Tax | ($11.4) | ($11.7) | ($11.2) | ($20.5) |
| Net Income | $29.5 | $27.2 | $28 | $48.3 |
| (a) | representations and warranties relating to the accuracy of the information in relation to Corona and its subsidiaries as disclosed in Corona's audited consolidated financial statements as at and for the year ended December 31, 2010 (the "Financial Statements"), including a representation and warranty that no material change or event has occurred from the effective date of the Financial Statements; |
| (b) | customary covenants and obligations regarding the conduct of business of Corona prior to the closing of the Acquisition; |
| (c) | provisions relating to the obligation of the Selling Shareholders to indemnify Dia Bras and its affiliates for any losses as a result of any breach of their representations and warranties, the existence of undisclosed liabilities, or of any obligations provided for in the Definitive Agreements; and |
| (d) | customary conditions to the completion of the Acquisition, including, the receipt of all required third party, court, and regulatory approvals, the absence of any material adverse change in respect of the other party and the accuracy of the representations and warranties of the parties in all material respects. |
| (a) | the satisfactory completion by Dia Bras of its due diligence investigations in respect of Corona; |
| (b) | the absence of any material liability or contingency which in the opinion of Dia Bras materially affects the basis of its valuation of Corona, including any material liability or contingency not disclosed in the Financial Statements, any material encumbrance in respect of any material asset, or any matter which may materially affect the capacity of Corona or any of its subsidiaries to conduct their business; and |
| (c) | that no material contracts, licenses or other arrangements of Corona would terminate or be adversely impacted as a result of a change of ownership of Corona. |
| (a) | all conditions required to complete the Acquisition (other than payment of the purchase price therefor) having been satisfied or waived by the Company, acting reasonably; |
| (b) | the TSX Venture Exchange (the "TSXV") having approved the Acquisition, including the listing on the TSXV of any Dia Bras Shares issuable in connection with the Acquisition and pursuant to the exercise of the subscription receipts; and |
| (c) | the Company having delivered a notice to the trust company confirming that (i) all regulatory and other approvals required in respect of the Acquisition have been obtained, and (ii) all other escrow release conditions have been met or waived (collectively, the "Escrow Release Conditions"). |
DIA BRAS ANNOUNCES THE SIGNING OF A BINDING AGREEMENT TO ACQUIRE SOCIEDAD MINERA CORONA S.A. IN PERU
14:18 EST Friday, March 04, 2011
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES/
TSX Venture Exchange - DIB
TORONTO, March 4 /CNW/ - Dia Bras Exploration Inc. (TSXV: DIB) ("Dia Bras" or the "Company") is pleased to announce that it has entered into a binding agreement dated March 3, 2011 (the "Letter Agreement") to acquire (the "Acquisition") approximately 92% of the voting shares (representing approximately 82% of the total equity) of Sociedad Minera Corona S.A. ("Corona") from a group of shareholders (the "Selling Shareholders") in an arm's length transaction. The aggregate purchase price for the Acquisition will be US$285.46 million based on a total equity value for Corona of US$350 million. The Selling Shareholders will be entitled to elect to use up to 20% of the proceeds from the Acquisition to purchase common shares of Dia Bras ("Dia Bras Shares") at an issue price of Cdn.$2.86 per share.
Sociedad Minera Corona S.A.
Established in 1993, Corona is a Peruvian company engaged in the exploration, extraction, production and commercialization of mineral concentrate, principally silver, copper, lead and zinc at its Yauricocha mine in Yauyos Province, Peru. Corona is also engaged in the production and commercialization of electric power at its Huanchor Hydroelectric Plant, located in Huarochirí Province.
Corona's shares trade on the Bolsa de Valores de Lima (the Lima Stock Exchange). The voting shares trade under the symbol "MINCORC1" and the investment shares trade under the symbol "MINCORCI1". According to public records and information provided by the Selling Shareholders, there are currently 31,890,365 voting shares and 4,087,673 investment shares outstanding. The most recent closing price of the voting shares was US$12.62 and of the investment shares was US$12.08 for an aggregate market capitalization of US$451.8 million.
Additional information regarding Corona, including its public filings and details regarding its directors and senior officers, is available through websites maintained by the Peruvian securities regulatory authorities and the Bolsa de Valores de Lima at www.conasev.gob.pe and www.bvl.com.pe, respectively.
Historical production information for the Yauricocha mine for the three years ended December 31, 2009 appears below. Such information is based on reports prepared internally by Corona and included in its annual reports for the periods indicated.
The tables below sets out certain consolidated financial information in respect of Corona based on Corona's audited financial statements for the three fiscal years ended December 31, 2009 and its unaudited financial statements for the fiscal year ended December 31, 2010. Such information has been prepared in accordance with accounting principles generally accepted in Peru and are stated in United States dollars.
The Yauricocha mine project has internally prepared reserve and resource estimates, however, such estimates have not been verified by Dia Bras to be compliant with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The Company will be commissioning a technical report to be prepared in accordance with NI 43-101 standards. Once a satisfactory NI 43-101 report has been completed, further information regarding the Yauricocha mine project will be disclosed in a follow-up news release.
Letter Agreement
Pursuant to the Letter Agreement, the parties have agreed to work together in a timely fashion to negotiate, prepare and execute the definitive agreements necessary to complete the Acquisition (the "Definitive Agreements"). The Definitive Agreements are to be executed on or before May 18, 2011 and are to include, among other things:
The obligations of Dia Bras to execute the Definitive Agreements and to complete the Acquisition will be subject to customary conditions including:
Pursuant to the Letter Agreement, closing of the Acquisition is to occur within 30 days of the completion by Dia Bras of its due diligence and in any event not later than June 1, 2011 or such later date as may be agreed to by the parties.
The Letter Agreement also contains a customary non-solicitation covenant in favour of Dia Bras from the Selling Shareholders on their own behalf and on behalf of Corona.
Financing Arrangements
Dia Bras expects to finance the Acquisition through (i) a bridge loan in the principal amount of approximately US$150 million expected to be provided by Citigroup Global Markets Inc., who also acted as exclusive financial advisor to Dia Bras in connection with the Acquisition, and (ii) a non-brokered private placement of up to 58.4 million subscription receipts to be issued at a price of Cdn.$2.86 per share for gross proceeds of up to Cdn.$167 million (the "Offering"). Each subscription receipt will entitle the holder thereof to receive, for no additional consideration, one Dia Bras Share upon the satisfaction of the escrow release conditions described below.
The gross proceeds of the Offering will be deposited into escrow with a trust company acceptable to the Company and will be released from escrow to the Company upon the occurrence of all of the following events:
If the Escrow Release Conditions are not satisfied on or before the earlier of: (i) 4:30 p.m. (Toronto time) on June 30, 2011, and (ii) the time and date, if any, that the Definitive Agreement governing the Acquisition is terminated pursuant to its terms, the escrowed funds will be returned to the subscribers and all subscription receipts will be cancelled.
In connection with the Offering, Arias Resource Capital Fund II L.P. ("ARCF II") has committed to subscribe for 17.5 million subscription receipts for an aggregate purchase price of Cdn.$50 million. Arias Resource Capital Fund L.P. ("ARCF I") currently owns 49,079,261 Dia Bras Shares or approximately 58.5% of the issued and outstanding Dia Bras Shares and holds warrants exercisable to acquire an additional 3,099,429 Dia Bras Shares at an exercise price of Cdn.$0.70 per share. ARCF I and ARCF II are entities indirectly controlled by Alberto Arias, a director of Dia Bras. Accordingly, the purchase by ARCF II of subscription receipts will constitute a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Following the purchase of the subscription receipts by ARCF II, assuming the issuance of 58.3 million Dia Bras Shares pursuant to the exercise of the subscription receipts in connection with the Acquisition, ARCF I and ARCF II will own, in the aggregate, 66.6 million Dia Bras Shares or approximately 46.8% of the number of Dia Bras Shares outstanding immediately following the Acquisition and will also hold warrants exercisable to acquire an additional 3,099,429 Dia Bras Shares at an exercise price of Cdn.$0.70 per share. It is expected that prior to the completion of the Offering, the purchase of subscription receipts by ARCF II will be approved by the Board of Directors of Dia Bras, with Mr. Arias declaring his interest and abstaining from voting.
In the event that the Selling Shareholders elect to use the maximum 20% of the proceeds of the Acquisition to purchase Dia Bras Shares, a maximum of 19,962,237 additional Dia Bras Shares will be issued representing approximately 12.3% of the number of Dia Bras Shares outstanding following the completion of the Acquisition. Based on the number of Corona shares owned by each of the Selling Shareholders, no individual Selling Shareholder is expected to own more than 10% of the number of Dia Bras Shares outstanding following the completion of the Acquisition.
Completion of the Offering and the Acquisition will be subject to Dia Bras receiving the approval of the TSXV.
Management of Dia Bras
No changes to the senior management or directors of Dia Bras are expected in connection with the Acquisition
| 2007 | 2008 | 2009 | |
| Tonnes processed | 527,409 | 690,587 | 790,743 |
| Daily throughput | 1,507 | 1,973 | 2,259 |
| Silver oz/st | 3.30 | 5.38 | 4.93 |
| Lead grade | 3.41% | 3.26% | 3.39% |
| Copper grade | 1.06% | 1.04% | 1.60% |
| Zinc grade | 3.04% | 3.13% | 3.17% |
| Gold, g/t | - | - | - |
| Total operating cash costs (US$, '000) |
$19,403 | $29,386 | $33,624 |
| Mine operating cash costs (US$)/DMT processed | $36.79 | $42.55 | $42.52 |
| Consolidated Balance Sheet Data | As at December 31 | |||
|
2007 (audited) US$ mm |
2008 (audited) US$ mm |
2009 (audited) US$ mm |
2010 (unaudited) US$ mm |
|
| Assets | ||||
| Cash and Equivalents | $1.1 | $1.3 | $9.5 | $17.8 |
| Accounts Receivable | $5.1 | $5.0 | $11.0 | $18.7 |
| Inventory | $9.7 | $10.2 | $7.6 | $5.9 |
| Pre-paid Expenses | $0.1 | $0.1 | $0.2 | $0.2 |
| Current Assets | $16.0 | $16.7 | $28.2 | $42.6 |
| Property, Plant and Equipment | $30.8 | $31.5 | $32.7 | $30.5 |
| Intangibles | $1.6 | $1.3 | $1.2 | $1.2 |
| Deferred Income Taxes | $3.7 | $3.8 | $5.1 | $5.3 |
| Total Assets | $52.1 | $53.2 | $67.2 | $79.6 |
| Liabilities | ||||
| Revolving Debt | $11.0 | $0.0 | $6.0 | $0.0 |
| Trade Account Payables | $4.2 | $3.5 | $4.3 | $3.4 |
| Current Income Tax and Employee Profit Sharing | $6.0 | $2.7 | $5.7 | $11.0 |
| Other Accounts Payable | $5.6 | $2.9 | $1.0 | $5.4 |
| Current Liabilities | $26.8 | $9.0 | $16.9 | $19.9 |
| Long Term Debt | $0.0 | $6.0 | $16.2 | $11.0 |
| Other Accounts Payable | $0.0 | $5.0 | $0.0 | $0.0 |
| Mine Closure Provision | $8.6 | $10.6 | $0.0 | $10.0 |
| Total Liabilities | $35.4 | $30.6 | $33.1 | $40.8 |
| Common Stock | $10.2 | $10.2 | $10.2 | $10.2 |
| Investment Shares | $1.3 | $1.3 | $1.3 | $1.3 |
| Legal Reserve | $2.0 | $2.0 | $2.0 | $2.0 |
| Retained Earnings | $3.1 | $9.1 | $20.6 | $25.2 |
| Shareholders Equity | $16.6 | $22.6 | $34.1 | $38.8 |
| Results of Operations | For the Year Ended December 31 | |||
|
2007 (audited) US$ mm |
2008 (audited) US$ mm |
2009 (audited) US$ mm |
2010 (unaudited) US$ mm |
|
| Net Sales | ||||
| Mineral concentrates | $73.2 | $85.5 | $85.3 | $120.5 |
| Electric energy and power | $5.2 | $7.6 | $8.6 | $8.1 |
| Total Sales | $78.4 | $93.1 | $94 | $128.6 |
| Cost of Sales | ||||
| Mineral concentrates | ($23.1) | ($34.7) | ($39.2) | ($39.0) |
| Electric energy and power | ($3.1) | ($3) | ($3.5) | ($3.7) |
| Gross Income | $26.2 | $37.7 | $42.7 | $86.0 |
| Sales, General and Administrative Expenses | ($6.9) | ($11) | ($8.4) | ($10.2) |
| Operating Income | $45.3 | $44.6 | $42.9 | $75.8 |
| Other Income or Expenses | ($1.1) | ($2.3) | ($0.4) | ($1.1) |
| Income before Income Tax and Statutory Profit Sharing | $44.2 | $42.2 | $42.4 | $74.7 |
| Statutory Profit Sharing | ($3.3) | ($3.4) | ($3.3) | ($5.9) |
| Income Tax | ($11.4) | ($11.7) | ($11.2) | ($20.5) |
| Net Income | $29.5 | $27.2 | $28 | $48.3 |
| (a) | representations and warranties relating to the accuracy of the information in relation to Corona and its subsidiaries as disclosed in Corona's audited consolidated financial statements as at and for the year ended December 31, 2010 (the "Financial Statements"), including a representation and warranty that no material change or event has occurred from the effective date of the Financial Statements; |
| (b) | customary covenants and obligations regarding the conduct of business of Corona prior to the closing of the Acquisition; |
| (c) | provisions relating to the obligation of the Selling Shareholders to indemnify Dia Bras and its affiliates for any losses as a result of any breach of their representations and warranties, the existence of undisclosed liabilities, or of any obligations provided for in the Definitive Agreements; and |
| (d) | customary conditions to the completion of the Acquisition, including, the receipt of all required third party, court, and regulatory approvals, the absence of any material adverse change in respect of the other party and the accuracy of the representations and warranties of the parties in all material respects. |
| (a) | the satisfactory completion by Dia Bras of its due diligence investigations in respect of Corona; |
| (b) | the absence of any material liability or contingency which in the opinion of Dia Bras materially affects the basis of its valuation of Corona, including any material liability or contingency not disclosed in the Financial Statements, any material encumbrance in respect of any material asset, or any matter which may materially affect the capacity of Corona or any of its subsidiaries to conduct their business; and |
| (c) | that no material contracts, licenses or other arrangements of Corona would terminate or be adversely impacted as a result of a change of ownership of Corona. |
| (a) | all conditions required to complete the Acquisition (other than payment of the purchase price therefor) having been satisfied or waived by the Company, acting reasonably; |
| (b) | the TSX Venture Exchange (the "TSXV") having approved the Acquisition, including the listing on the TSXV of any Dia Bras Shares issuable in connection with the Acquisition and pursuant to the exercise of the subscription receipts; and |
| (c) | the Company having delivered a notice to the trust company confirming that (i) all regulatory and other approvals required in respect of the Acquisition have been obtained, and (ii) all other escrow release conditions have been met or waived (collectively, the "Escrow Release Conditions"). |
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