Archangel Diamond Corporation Delivers Notification of a Termination Event
08 Diciembre 2008 - 11:20AM
Marketwired
Archangel Diamond Corporation (TSX VENTURE: AAD) -
Investors will be aware that the severe and adverse economic
conditions have had a dramatic impact on exploration and mining
projects on a global basis. These conditions are also seriously
affecting the diamond industry, including current and planned
diamond mining operations. In light of these events, Archangel
Diamond Corporation ("Archangel" or the "Corporation") (TSX
VENTURE: AAD) has considered its position relating to its proposed
acquisition of a 49.99 per cent equity interest in OAO
"Arkhangelskoe Geologodobychnoe Predpriyatie" ("AGD") pursuant to
the Share Purchase Agreement ("SPA") between OAO "LUKOIL", the
Corporation and De Beers S.A. dated April 15 2008, as amended and
other transaction agreements signed at that time, and all as
described in the Corporation's news release dated April 16,
2008.
Together with its wholly owned subsidiary, Archangel has today
notified OAO "LUKOIL" ("LUKOIL") of a Termination Event.
Under the terms of the SPA, a Termination Event includes a
Material Adverse Change. Such term means, in the context of a
Termination Event, a material and adverse change in or effect on
the Verkhotina Business or assets relating to the Verkhotina
Business or operations or condition (financial or otherwise) of
AGD. Pursuant to the SPA, if such Termination Event is continuing
thirty days after notification thereof, then Archangel and/or its
wholly owned subsidiary may terminate the SPA within the period of
five business days after such 30 day period. If the SPA is so
terminated, this will result in the other transaction agreements
being terminated.
In addition, two conditions precedent stipulated in the SPA,
namely, approval under the Russian Federation law on foreign
investment in strategic assets and approval under the Russian
Federation competition law, are still outstanding and have not yet
been satisfied. If the outstanding conditions precedent are not
satisfied by December 31, 2008, under the SPA either Archangel or
LUKOIL may thereafter terminate the SPA. This will result in the
other transaction agreements being terminated. As regards the
former condition precedent, discussions are currently ongoing
between Archangel and the Russian Federal Anti-Monopoly Service
("FAS") regarding the draft ancillary agreement and the application
for consent made in August 2008 by its wholly owned subsidiary.
There can be no assurance that agreement on the final terms of an
ancillary agreement will be reached in any event and there can be
no assurance that one party would not unilaterally decide at any
time to treat such discussions as at an end. If this occurs, the
effect would be that consent for the transaction would be
refused.
In light of all of the above, investors in common shares of
Archangel are advised to exercise caution.
CAUTIONARY NOTE TO SHAREHOLDERS CONCERNING FORWARD LOOKING
STATEMENTS AND FINANCIAL PROJECTIONS - This news release contains
"forward-looking statements", within the meaning of applicable
Canadian securities legislation. Forward-looking statements
include, but are not limited to, statements with respect to the
outcome of future negotiations, completion of the Transaction,
execution of definitive agreements, exercise of future call rights,
success of financing activities, identification or upgrade of
mineral resources, requirements for additional capital, government
regulation, results of future diamond exploration, results of
diamond marketing, changes in legal requirements, changes in the
political environment, environmental liabilities and title
disputes. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may cause the
actual outcomes, results, level of activity, performance or
achievements of Archangel Diamond Corporation to be materially
different from those expressed or implied by such forward-looking
statements, including but not limited to: risks described in the
above news release; those risks set out in Archangel's disclosure
documents and its annual, interim management discussion and
analysis and annual reports. Although Archangel has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking statements. Archangel does not
undertake to update any forward-looking statements or financial
projections, except in accordance with applicable securities
laws.
THE TSX VENTURE EXCHANGE DOES NOT ACCEPT RESPONSIBILITY FOR THE
ADEQUACY OR ACCURACY OF THIS RELEASE.
Contacts: Archangel Diamond Corporation - Media Enquiries Ms.
Jocelyn Fraser (604) 731-6164 Email:
jocelyn.fraser@archangeldiamond.com Archangel Diamond Corporation
Mr. Steven Thomas Chief Financial Officer (416) 423-1600 Email:
steve.thomas@ca.debeersgroup.com
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