'test' - so, will that be by fire assay or caustic fusion? ... get any results back yet? -g- ... while i don't have the faintest what's up with this outfit lately, i do plan to look into it ... probably should, after nibbling on nominal .85s a month or two ago when there was a bit of news and volume and 'the depth looked good' .... another bit of news this morning -
DiamondWorks to acquire 80.1 per cent of Otterbea
DiamondWorks Ltd (2) DMW
Shares issued 244,879,016 Sep 6 2001 close $.750
Friday Sep 7 2001
News Release
Mr. Jay Oness reports
DiamondWorks has entered into an agreement to acquire 80.1 per cent of
Otterbea International Ltd. (Pty.) Ltd., a company specializing in procurement and
logistics into the African continent. The purchase price for the Otterbea interest is
$5,406,750, to be paid by DiamondWorks through the issuance into escrow of
7,209,000 shares at a deemed price of 75 cents per share. The remaining 19.9
per cent of Otterbea is held by Anglovaal Mining Limited, a publicly listed South
African mining company.
In the event that the earnings (before tax) of Otterbea for the financial year from
Sept. 1, 2001, to Aug. 31, 2002, is less than $2-million (U.S.), the purchase price
will be reduced pro rata based upon the percentage deviation from this amount, at
which time the number of shares representing the revised purchase price shall be
released from escrow and the balance shall be returned to DiamondWorks for
cancellation.
As the Otterbea interest is held by a company controlled by Tony Teixeira, the
chief executive officer and principal shareholder of DiamondWorks, the
acquisition will constitute a "related party transaction" for the purposes of
applicable securities laws. While the transaction will be exempt from the
independent valuation and minority shareholder approval requirements under
related party transaction policies, a committee of independent members of the
DiamondWorks' board will commission an independent valuation of the
acquisition. Closing is subject to satisfactory conclusion of reciprocal due diligence
investigations and the receipt of regulatory approvals, including the South Africa
Reserve Bank and the Toronto Stock Exchange.
Otterbea, through a series of subsidiaries, operates in 14 African countries and
has representative offices in Europe. Since 1960, Otterbea has traded as a
principal and, through a substantial infrastructure which it has established
throughout sub-Sahara Africa, provides comprehensive services to the mining
industry, including transportation, warehousing, procurement, sales and distribution
of essential equipment, and supplies. In the fiscal year ended June, 2001, Otterbea
had consolidated gross revenues of over $13-million (U.S.) and net profit before
tax and non-recurring items of approximately $185,000 (U.S.). It has working
capital of approximately $3.35-million (U.S.) and employs approximately 60
people in its operations. Otterbea has been substantially restructured for the
purpose of this transaction and management believes the earnings warranty of
$2-million (U.S.) to be more indicative of Otterbea's anticipated performance in
the coming year than historical results.
(c) Copyright 2001 Canjex Publishing Ltd. canada-stockwatch.com |
