TORONTO, ONTARIO–(Marketwire – Oct. 17, 2011) – Further to its press release dated December 23, 2009, Lydia Diamond Exploration of Canada Ltd. (“Lydia Diamond“) announces that a decision has been rendered in the previously announced dissent proceedings, and that a settlement has been approved by the Ontario Superior Court of Justice (the “Court“) for the satisfaction of the dissent award.
On December 21, 2009, the Court denied a request by Emilia von Anhalt to permit her to vote the 22,315,875 shares of Lydia Diamond held by her at the December 23, 2009 shareholder meeting at which the shareholders approved a restructuring transaction whereby the 24,000 hectare exploration property located in Cashel, Effingham, Grimsthorpe and Tudor townships in southeastern Ontario near Madoc (the “Madoc Project“) would be sold to Crown William Mining Corporation (“Crown William“). The Court did however permit Ms. von Anhalt to exercise rights of dissent whereby she would be paid fair value for her shares of Lydia Diamond. Lydia Diamond was ordered to pay $400,000 into court as security for any fair value award. For this purpose, Crown William and Lydia Diamond entered into a Dissent Rights Support Agreement, the terms of which required Crown William to lend $400,000 to Lydia Diamond to make such payment. If additional funds were required to pay a dissent award, Crown William agreed to repurchase shares issued to Lydia Diamond on the restructuring transaction at the court determined fair value to provide Lydia Diamond funds to meet its dissent obligations.
Unable to reach agreement on the fair value of the Lydia Diamond shares held by Ms. von Anhalt, Lydia Diamond commenced an application to the Court seeking an order fixing the value of her Lydia Diamond shares. On January 5, 2011 the Court determined that the fair value of the Lydia Diamond shares was $0.048 per share and ordered that a total of $1,071,162 be deposited into court including the $400,000 previously deposited by Lydia Diamond.
On May 19, 2011 the Court approved a series of transactions designed to settle various outstanding claims agains Emilia von Anhalt with the proceeds of the dissent award. These transactions are summarized below.
Crown William Purchases Shares of Crown William from Lydia Diamond for Cancellation
Pursuant to the Dissent Rights Support Agreement the following transactions were undertaken:
The Crown William Note was ultimately returned to Crown William in recognition of its having satisfied the claims of Litigation Creditors against Lydia Diamond and Emilia von Anhalt as discussed below.
Funding of Fair Value Payment to Emilia von Anhalt
As noted above, the fair value of the Lydia Diamond shares was $0.048 per share for a total of $1,071,162. However, both Lydia Diamond and Emilia von Anhalt owed certain amounts to creditors as follows:
The foregoing items were partially satisfied by payments out of the cash held in court for the benefit of Lydia Diamond, being $413,372.83 (the original $400,000 deposit plus interest):
As a result of these transactions, Lydia Diamond’s obligations to Emilia von Anhalt were satisfied in full, and her obligations to the creditors noted above were also satisfied in full. Her shares in Lydia Diamond have been cancelled. In addition, the purchase price for the 3,718,512 shares of Crown William purchased from Lydia Diamond by Crown William for cancellation was satisfied in full.
Now that the dissent action has been resolved, Crown William will focus on its continuing efforts to raise financing for exploration on the Madoc Project, to prepare and clear a prospectus for its shares to allow the distribution of shares held by Lydia Diamond to its shareholders, and to conclude the winding up of Lydia Diamond, as approved by its shareholders at the meeting on December 23, 2009.