VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 17, 2009) - Lucara Diamond Corp. ("Lucara") (TSX VENTURE:LUC) and Motapa Diamonds Inc. ("Motapa") (TSX VENTURE:MTP) are pleased to announce that the companies have signed a letter of intent which contemplates Lucara acquiring all of the outstanding shares of Motapa pursuant to a plan of arrangement under the Business Corporations Act (B.C.). Each Motapa share will be exchanged for 0.9055 shares of Lucara representing a 104 percent premium to Motapa's trailing 20 day volume weighted average price on the TSX Venture Exchange. The exchange ratio is based on the number of Motapa shares presently outstanding. Upon exercise of any or all of Motapa warrants or incentive stock options, the exchange ratio will be adjusted accordingly such that upon completion of the transaction, Motapa shareholders will hold 35% of the combined company. The boards of directors of Lucara and Motapa have overwhelmingly approved the terms of the transaction.
Highlights of the Transaction
The transaction will bring significant benefits to each of Lucara and Motapa and their respective shareholders. In particular, the transaction will provide the combined company with:
- A platform for the combined company to become the leading diamond exploration and development company in Africa via organic growth and acquisition opportunities.
- Ownership consolidation of the highly prospective Mothae diamond development project located adjacent to and on trend with the world-famous Letseng diamond mine in Lesotho.
- Additional exploration assets in Namibia, Gabon and the Democratic Republic of Congo.
- Strengthened management team with extensive specialized diamond experience both inside and outside of Africa.
- Upon completion of the transaction, the combined company will have approximately 98.44 million shares outstanding.
Motapa and Lucara have undertaken to finalize a definitive agreement on or before April 23, 2009 to define the implementation of the plan of arrangement. The definitive agreement will set out the board and management structure of the consolidated company and other details customary to a transaction of this nature.
The transaction is subject to due diligence, signing of a definitive agreement, certain customary conditions, all requisite regulatory approvals as well as Motapa shareholder approval. Upon finalization of a definitive agreement, Motapa will schedule a Special Shareholders' Meeting to consider and vote on the transaction. To approve the transaction, a vote in favour by Motapa shareholders of not less than 66 2/3 percent of the votes cast at the Special Shareholders' Meeting is required.
William Lamb, General Manager of Lucara, commented, "This business combination is an excellent opportunity to create added value for both companies and establish a focused, strategic platform for further expansion in Africa. This is an opportune time to consolidate Mothae and create a larger, more robust company while strategically assessing future growth opportunities."
Lucara Diamond Corp. is an African focused diamond exploration and development company. The Company is building a portfolio of advanced staged diamond assets with a view to become a leading mid-tier African producer. A number of projects throughout Africa are currently under evaluation for possible acquisition. Lucara is a member of the Lundin Group of Companies and is listed on the TSX Venture Exchange under the symbol "LUC".
Motapa holds a broad portfolio of wholly-owned or joint ventured projects and option agreements in Lesotho, DRC, Gabon, and Namibia. Among these, the Mothae Project in Lesotho is the flagship.
About the Mothae Project
The Mothae Diamond Project in Lesotho is a joint venture between Lucara (65%) and Motapa (35%) that is at the bulk sampling stage. The Mothae kimberlite is an 8.8 hectare pipe located 6.5 kilometers northwest of the world-famous Letseng diamond mine which has produced some of the largest and most valuable diamonds in the world.
Motapa identified Mothae as a large, low-grade kimberlite with potential to contain a population of large Type IIa diamonds, similar to the Letseng pipe, and secured a 24.7 square kilometer prospecting license in 2006. Type IIa diamonds provide a high proportion of the world's highest value stones on account of their exceptional color clarity which is ascribed to having no detectable nitrogen within the diamond crystal structure. Type IIa diamonds also typically have a coarse size distribution and can be present as very large stones. The presence of a population of Type IIa diamonds in any kimberlite greatly enhances its economic potential.
The joint venture partners are in the final stages of a 100,000 tonne bulk sample of the Mothae kimberlite and diamond recovery results to date confirm the presence of a coarse stone size distribution and the presence of a significant population of Type IIa diamonds. To date, 4 diamonds greater than 20 carats, 10 diamonds greater than 10 carats and 51 diamonds greater than 5 carats have been recovered.
On Behalf of the Board of Directors
Lukas H. Lundin, President, Lucara Diamond Corp.
Dr. Larry Ott, Chief Executive Officer, Motapa Diamonds Inc.
Forward-looking statements: This press release contains statements about expected or anticipated future events and financial results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, the regulatory process and actions, technical issues, new legislation, competitive and general economic factors and conditions, the uncertainties resulting from potential delays or changes in plans, the occurrence of unexpected events and management's capacity to execute and implement its future plans. Actual results may differ materially from those projected by management.