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Gold/Mining/Energy : Black Swan -- Ignore unavailable to you. Want to Upgrade?

To: Dale Kohler who wrote (3161)	11/20/2000 4:25:49 PM
From: Dale Kohler	Read Replies (1) \| Respond to of 3186

I get the feeling this stock might be getting ready to move. We'll see. Black Swan Resources Ltd. announces agreement reached on recovery of amount owing from diamond trading Trading Symbol: TSE - BSW BERLIN - BSM FRANKFURT - BSM VANCOUVER, Nov. 20 /CNW/ - Black Swan Resources Ltd. ("Black Swan" or "the Company") announces that it has reached agreement with Hamilton Capital Partners Limited ("Hamilton"). Black Swan has been seeking to realize amounts due to it from a US $2.0 million investment made in 1999 in a diamond trading transaction. Under a Pledge and Security Agreement completed by Mr. L. Giglio, the Company currently holds a certificate in the name of Sourdough Company Limited ("Sourdough") for 23,066,116 of Black Swan's common shares representing approximately 45% of the Company's issued capital as security for the amount owed to Black Swan. Hamilton is contemplating the acquisition of Sourdough. Agreement has been reached on the undernoted key points: 1) Subject to Hamilton completing the acquisition of Sourdough, Hamilton will pay or procure the payment of US$2,293,000 to the Company in settlement of the secured and other obligations. The amount will be paid directly to Black Swan as follows: a) US$100,000 by December 31, 2000; b) US$100,000 on or before January 17, 2001; c) US$1,000,000 on or before January 31, 2001; and d) the balance of US$1,093,000 on or before March 31, 2001.; 2) Two Hamilton representatives will be appointed to the Board of Directors; 3) The Company will issue 7,500,000 "A" warrants and 3,750,000 "B" warrants to Hamilton for which Hamilton will pay $0.01 for each warrant, for a total of $112,500 ("the Hamilton Warrants"). Each "A" warrant will permit Hamilton to purchase a common share of the Company for an exercise price of $0.20 per share and each "B" warrant will permit the purchase of a common share of the Company for an exercise price of $0.30 per share. The warrants will have a term of five years and will not be exerciseable until one year from the date of issuance. 4) Black Swan will make a non-renounceable offer of Shareholder Warrants to all its shareholders on the basis of 2 Shareholder Warrants for every 5 shares. Each Shareholder Warrant will permit the purchase of an additional common share of the Company at a price to be fixed in accordance with the rules of the Toronto Stock Exchange but not less than $0.20 per common share. The Shareholder Warrants will be exerciseable after one year from the issue date and will have a term of three years from the issue date. They will be offered to all existing shareholders in jurisdictions where this is permissible, as non-renounceable rights, at a subscription price of $0.02 per Shareholder Warrant. Other points agreed include an extension of the Company's listing arrangements to ensure better coverage of the Company's stock in Europe. In recognition of its commitment and work to date, a break fee has been agreed with Hamilton of US$300,000 on non-delivery of the Hamilton Warrants. At the sole discretion of the Company, the break fee can be paid in cash, or satisfied by the issue of 3,000,000 shares in the Company or by the assignment of US$300,000 of the amount owing to Black Swan. The Company and Hamilton will move immediately to the completion of final documentation, which will be subject to certain further approvals by the Toronto Stock Exchange and shareholders. It is currently planned to hold an extraordinary meeting of shareholders in January to approve the final agreement and issue of warrants.