/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/ TSX: TAH TORONTO, Dec. 19 /CNW/ - Tahera Diamond Corporation ("Tahera or the "Corporation") announced today that it has obtained a receipt for its amended and restated preliminary prospectus in connection with its best efforts offering of units ("Units") of the Corporation at a proposed price of $0.065 per Unit. Each Unit will consist of one common share of the Corporation and one warrant. Each warrant will be exercisable for one common share at a proposed price of $0.13 per share for a five year period from the closing of the offering. GMP Securities L.P. has been engaged as agent in connection with the offering. The offering will be subject to a minimum offering of at least $40 million. In connection with the offering, the Corporation plans to take steps to ensure that its shareholders who wish to participate to the offering are given an opportunity to purchase Units, subject to compliance with the securities laws of such shareholders home jurisdictions. The proceeds of the offering, if successful, will allow the Corporation to take advantage of the up-coming winter road re-supply and further develop and continue its operational improvements at the Jericho Mine. Tahera also announced that it has entered into conversion agreements with Tiffany & Co. (Tiffany) and Nuna Logistics Limited (Nuna) on terms substantially similar to those previously announced in connection with the rights offering. Pursuant to the agreement with Tiffany, Tiffany has agreed to convert a portion of the debt into that number of Tahera common shares equal to 19% of the issued and outstanding common shares following the closing of the Offering and after giving effect to the conversion transaction. As part of this agreement, Tiffany has agreed to amend the credit facility with Tahera, to defer the requirement for scheduled repayments of principal and interest under the credit facility from December 31, 2007 to January 31, 2008. Assuming the minimum offering and the conversion transaction are completed, the first payment outstanding under the credit facility shall be deferred to March 31, 2008. In addition, the Company's mining contractor, Nuna Logistics Limited (Nuna) has agreed to convert $3.15 million of the amount Tahera currently owes to it into Tahera common shares. As part of the agreement, Nuna has agreed to make certain concessions with respect to labour and equipment costs. Each of the conversion transactions will be effected based on a conversion price relative to the market price of the Tahera common shares less a 25% discount, but at a price no less than the subscription price of a common share in the offering. Both conversion transactions are contingent on Tahera being successful in raising a minimum of $40 million in the offering, entering into definitive agreements and obtaining regulatory approvals. Tahera's units offering is subject to obtaining all regulatory approvals and pricing may be revised based on the context of the market at the time of filing a final short form prospectus with respect to the Units. There are many risk factors associated with the offering and the Company's business and operations, which are described in details in its amended preliminary prospectus and its other filings available at www.sedar.com. Tahera Diamond Corporation R. Peter Gillin - Chairman and CEO CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This document may contain "forward-looking information". In certain cases, forward-looking information can be identified by the use of words 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 statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related to future prices of diamonds; possible variations in mineral resources and/or mineral reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays or failure in obtaining financing; unexpected climate conditions, as well as those factors discussed in the section entitled "Narrative Description of the Business - Risk Factors" in the Annual Information Form and in the "Risk Factors" section of the prospectus relating to the offering. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information 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 information.
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