TORONTO, July 25,
2022 /CNW/ - Pangolin Diamonds Corp. (TSXV:
PAN) (the "Company" or
"Pangolin") announces that it has entered into a letter
agreement as of July 15, 2022 (the
"Agreement") to acquire from Amulet Diamond Corporation
("Amulet Canada"), an arm's
length party to the Company, all of the issued and outstanding
shares of Amulet Diamond (Botswana) Pty Limited ("Amulet Bots")
for nominal consideration, which entity holds certain plant and
equipment assets (the "BK11 Assets") relating to the BK11
Mine, located in Letlhakane, Botswana. The BK11 Assets were originally
acquired by Amulet Bots pursuant to the terms of a contractor and
sampling services agreement, signed with Firestone Diamonds Limited
and dated May 23, 2017.
As at the date hereof, Diacor International Ltd.
("Diacor"), which party is arm's length to each of Amulet
Canada, Amulet Bots and the Company, holds security (the "Amulet
Security") over all of the assets and undertakings of Amulet
Canada in connection with the extension of a US$2 million loan (the "Amulet
Indebtedness") made by Diacor to Amulet Canada in
May 2017 and has consented to the
transactions (the "Transactions") contemplated in the
Agreement, including the discharge of the Amulet Security subject
to the terms and conditions of the Agreement. As
consideration for the release of the Amulet Security, Pangolin has
agreed to use its best commercial efforts to liquidate the BK11
Assets following completion of the Transactions, subject to certain
exceptions, and remit to Diacor 90% of the proceeds from such
dispositions over a period of up to 18 months (the "Disposition
Period") until Diacor has received US$500,000 in satisfaction of the Amulet
Indebtedness.
In connection with the completion of the Transactions, Pangolin
has agreed to grant Diacor a general security interest (the
"Pangolin Security") in its assets and undertakings for
the duration of the Disposition Period. Regardless of the value of
the proceeds remitted to Diacor by Pangolin during the Disposition
Period, Diacor has agreed to discharge the Pangolin Security upon
the termination of the Disposition Period, at which point Diacor
will no longer have any interest in and to the proceeds of any
future sales of BK11 Assets, as Pangolin will retain a 100%
interest in all such sales and any remaining BK11 Assets.
The Transactions are subject to a number of conditions including,
but not limited to, the receipt of TSX Venture Exchange approval,
if required. The parties anticipate closing the Transactions as
soon as all conditions precedent set out in the Agreement have been
met, which is expected by early August, 2022.
Graham C. Warren
C.F.O
Pangolin Diamonds Corp
82 Richmond Street East
Toronto, Ontario
M5C 1P1
416-565-4422
About Pangolin
Pangolin Diamonds focuses on exploring and
developing commercial diamond mines in the Republic
of Botswana. Management and our advisors are veterans of
diamond discoveries and project finance. Pangolin is
managed from Toronto, Canada, and
Francistown, Botswana, and trades
on the Toronto Venture Exchange under the
symbol "PAN". For more information please view our
website at www.pangolindiamonds.com
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Pangolin Diamonds Corp.
