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Alma Closes Acquisition of Promotora Minera Dialex S.A. de C.V. and First Tranche of Private Placement
Vancouver, Canada (ots/PRNewswire) - Alma Resources Ltd. (TSX-V/NEX: "ALV.H") ("Alma" or "the Company") is pleased to announce the completion of its acquisition of Promotora Minera Dialex S.A. de C.V. ("Dialex"), a private Mexican company, pursuant to a Securities Purchase Agreement dated March 17, 2006. Dialex's portfolio of properties consists of 12 exploration concessions near Cosala and Culiacan in Mexico. The two main properties are the La Seca (Los Tacotes - gold & silver) and Barreteros (silver & copper) properties.
Pursuant to the agreement, Alma has acquired all of the 4,093,600 issued shares of Dialex in exchange for the issuance of an aggregate of 4, 093,600 common shares of Alma to the existing shareholders of Dialex. In addition, the holders of 1,093,000 existing warrants to purchase additional Dialex shares have received warrants to purchase the equivalent number of Alma common shares, exercisable at a price of US$1.00 for a period 1 year expiring August 17, 2007.
In addition, the existing shareholders of Dialex will be entitled to receive a royalty equal to twenty percent of net profits with respect to any iron ore production from the "La Gloria" property if, when and for so long as any production therefrom exceeds 25,000 tonnes per day at a royalty of US$3.00 per ton mined and paid to Alma.
The Company also announces the concurrent closing of its first tranche of a non-brokered private placement of 6,923,441 units at a price of US$0.70 per unit for gross proceeds of US$4,846,409. Each unit consists of one common share and one-half share purchase warrant of the Company. Each whole warrant entitles the holder, on exercise, to purchase one additional common share of the Company at a price of US$1.00 at any time until the close of business on the day which is one year from the date of issue of the warrant . The securities issued are subject to a four month hold period expiring December 17, 2006. The Company may, at its option, require the exercise of the warrants within a period of 30 days if the Company's common shares close at or above US$2.00 for 10 consecutive trading days and, if the Company exercises such option, the warrants will, if not exercised, expire at the end of such 30 day period.
The Company paid an aggregate of US$290,153 and issued 70,140 common shares as finders' fees on a portion of the private placement.
The proceeds from the private placement will be used for general working capital and to fund property payments on, and exploration and development of, the Dialex properties and to fund a reserve for future property acquisitions through Dialex.
Graduation from NEX TO Tier 2 of the TSX Venture Exchange
The Company's shares will commence trading on the TSX Venture Exchange ("TSX-V") at the opening on August 17, 2006 under the symbol "ALV". As a result of this graduation, there will be no further trading on the Company's shares under the symbol ALV.H on the NEX after August 16, 2006, and its shares will be delisted from the NEX at the commencement of trading on the TSX-V.
Grant of Incentive Stock Options
The Company granted an aggregate of 1,020,000 stock options to employees, consultants and a director of the Company at a price of US$0.70 per share, expiring five years from date of grant.
ON BEHALF OF THE BOARD OF DIRECTORS
(signed) "Lawrence Talbot"
Lawrence W. Talbot
CEO and Director
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this Press Release, which has been prepared by management.
ots Originaltext: Alma Resources Ltd.
Im Internet recherchierbar: http://www.presseportal.ch
For further information: ALMA RESOURCES LTD., Suite 507 - 700 West
Pender Street, Vancouver, B.C., CANADA, V6C 1G8, Telephone:
+1-604-669-9788, Facsimile: +1-604-669-9768