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KELOWNA, BC / ACCESSWIRE / July 4, 2024 / Diamcor Mining Inc. (TSXV:DMI)(OTCQB:DMIFF)(FRA:DC3A), ("Diamcor" or the "Company"), announces that it has now received final approval from the TSX Venture Exchange following the closing of its CND$2,006,300.00 non-brokered private placement (the "Offering"), announced on July 2, 2024. Existing insiders, management and directors, and larger shareholders subscribed for an aggregate of $1,375,000.00 of the Offering.
NM Management Ltd., a private family holding company based in Manitoba, acquired 6,000,000 units of the Offering for a total consideration of $300,000.00. Prior to the Offering, NM beneficially owned 25,827,890 Shares representing approximately 20.09% of the issued and outstanding shares on a non-diluted basis. Following the completion of the Offering, NM beneficially owns 31,827,890 Shares and 6,000,000 Warrants representing approximately 18.87% on a non-diluted basis and 18.12% on a partially diluted basis assuming exercise of all Warrants. The units acquired by NM Management Ltd. are strictly for investment purposes. A copy of NM Management's early warning report appears on the Diamcor Mining Inc's profile on SEDAR+.
Due to NM Management's control person holdings prior to the commencement of the Offering, the Company has filed the Offering with the TSX Venture Exchange as a Related Party Transaction for the purposes of TSX Venture Exchange Policy 5.9 - Protection of Minority Security Holders in Special Transactions and Multilateral Instrument 61-101 ("MI 61-101") which is incorporated into Policy 5.9. The Offering is a distribution of securities for cash for the purposes of paragraph 5.5 (c) of MI 61-101 and there is no disclosure document in respect of the Offering. The Offering is also a distribution of securities for cash with a fair market value of under $2,500,000 for the purposes of paragraph 5.7(b) of MI 61-101 which has received approval by the independent directors of the Company. Accordingly, other than news releases, early warning reports and material change reports (as applicable) no disclosure, valuation or minority shareholder approvals are required.
The Company has issued 40,126,000 units in total from the Offering at a price of CND $0.05, with each unit consisting of one Class "A" Common share in the authorized capital of the Company (a "Share"), and one non-transferable share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Class "A" Common share at an exercise price of CND $0.075 for a period of 36 months following the close of each of the respective tranches. Securities issued pursuant to the Offering are subject to a hold period of four months plus one day following the date of their issuance.
The securities sold in the Offering have not been registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration under such Act or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Diamcor Mining Inc. Diamcor Mining Inc. is a fully reporting publicly traded diamond mining company with a proven history, which is focused on building a growing supply of ethically sourced, non-conflict, natural rough diamonds to some of the world's most reputable diamantaire's and luxury retailers. The Company has a long-term strategic alliance with world famous Tiffany & Co, and currently, its primary focus is on the development of its Krone-Endora at Venetia Project which is co-located and directly related to De Beers' flagship Venetia Diamond Mine in South Africa. The Venetia diamond mine is long recognized as one of the world's top diamond-producing mines, and the deposits which occur on Company's Krone-Endora Project have been identified as being the result of shift and subsequent erosion of an estimated 50M tonnes of material from the higher grounds of Venetia to the lower surrounding areas in the direction of Krone and Endora. The Company is also focused on the acquisition and development of additional mid-tier projects with near-term production capabilities to allow the Company to position itself as a growing supplier of ethically and responsibly mined non-conflict natural rough diamonds to reputable diamantaires and select luxury retailers. The Company has a strong commitment to junior mining, social responsibility, women in mining, supporting local communities, and to protecting the environment.
About the Tiffany & Co. Alliance The Company has an established long-term strategic alliance with Tiffany & Co. Canada, a subsidiary of world-famous New York based Tiffany & Co., to purchase up to 100% of the future production of rough diamonds from the Krone-Endora at Venetia Project at market prices. In conjunction with this first right of refusal, Tiffany & Co. Canada also provided the Company with financing in an effort to advance the Project as quickly as possible. Tiffany & Co. is now owned by Moet Hennessy Louis Vuitton SE (LVMH), a publicly traded company which is listed on the Paris Stock Exchange (Euronext) under the symbol LVMH and on the OTC under the symbol LVMHF. For additional information on Tiffany & Co., please visit their website at www.tiffany.com
Qualified Person Statement: Mr. James P. Hawkins (B.Sc., P.Geo.), is Manager of Exploration & Special Projects for Diamcor Mining Inc., and the Qualified Person in accordance with National Instrument 43-101 responsible for overseeing the execution of Diamcor's exploration programmes and a Member of the Association of Professional Engineers and Geoscientists of Alberta ("APEGA"). Mr. Hawkins has reviewed this press release and approved of its contents.
On behalf of the Board of Directors: Mr. Dean H. Taylor Diamcor Mining Inc DeanT@Diamcor.com +1 250 862-3212
For Investor Relations contact: Mr. Rich Matthews Integrous Communications rmatthews@integcom.us +1 (604) 355-7179
This press release contains certain forward-looking statements. While these forward-looking statements represent our best current judgement, they are subject to a variety of risks and uncertainties that are beyond the Company's ability to control or predict and which could cause actual events or results to differ materially from those anticipated in such forward-looking statements. Further, the Company expressly disclaims any obligation to update any forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements.
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