Stornoway Diamond Corporation (TSX: SWY) announced today that it has mailed a Notice of Variation and Extension and Notice of Change (the "Notice") to its offer and takeover bid circular dated August 10, 2006 in connection with Stornoway's offer (the "Offer") to acquire all of the outstanding shares of Ashton Mining of Canada Inc. (TSX: ACA).
Under the Notice, the Expiry Time of the Offer is extended until 8:00 p.m. (Eastern time) on Monday, September 18, 2006 and Stornoway provides detailed information relating to an amendment to its Lock-Up Agreement dated July 21, 2006 with Ashton Canada Pty. Limited and QIT-Fer et Titane Inc. (the "Rio Tinto Subsidiaries"), as more particularly described in its Press Release dated September 1, 2006.
Stornoway also discloses in the Notice that the Rio Tinto Subsidiaries have tendered all 49,037,982 Ashton shares, or approximately 52% of the outstanding Ashton shares, held by them into the Offer. These Ashton shares include 4,912,249 Ashton shares which were subject to escrow restrictions and could only be tendered into the Offer with certain regulatory approvals, which have now been obtained.
On behalf of the Board
STORNOWAY DIAMOND CORPORATION
/s/ "Eira Thomas"
Eira Thomas
Important Notice:
As a result of restrictions under United States securities laws, Ashton shareholders that (i) are U.S. Persons (as such term is defined in Regulation S under the United States Securities Act of 1933) or (ii) hold Ashton shares on behalf of a U.S. Person (collectively "U.S. Shareholders") shall not be entitled to receive Stornoway shares in connection with the Ashton offer. Instead, Stornoway shares that would have otherwise been distributed to U.S.
Shareholders will be deposited in trust and sold in the market through an orderly sale and the net cash proceeds remitted to U.S. Shareholders.
This press release is not an offer of Stornoway shares or any other securities for sale in the United States. The Stornoway shares will not be registered under the United States Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Forward-Looking Information:
Certain information included in this press release that expresses management's expectations or estimates of future performance, constitute ‘‘forward-looking information''. This information relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as ‘‘expects'', ‘‘anticipates'', ‘‘plans'', ‘‘projects'', ‘‘estimates'', ‘‘assumes'', ‘‘intends'', ‘‘strategy'', ‘‘goals'', ‘‘objectives'', ‘‘potential'', ‘‘budgets'', ‘‘scheduled'', ‘‘predicts'', ‘‘believes'' or variations thereof or stating that certain actions, events or results ‘‘may'', ‘‘could'', ‘‘would'', ‘‘might'' or ‘‘will'' be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be ‘‘forward-looking information''. Statements concerning mineral resource estimates may also be deemed to constitute forward-looking information to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable by management are inherently subject to significant business, economic and competitive uncertainties and contingencies. Stornoway cautions the reader that such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Stornoway to be materially different from the Stornoway's estimated future results, performance or achievements expressed or implied by such forward-looking information and the forward-looking information is not a guarantee of future performance. These risks, uncertainties and other factors include, but are not limited to: financing opportunities, mineral exploration risks, supplies, infrastructure, weather and inflation, market for and marketability of diamonds, title matters, environmental regulations, permits and licenses, operating hazards and risks, competition for properties, economic conditions, dependence on management and conflicts of interest, as well as those factors discussed in greater detail in the Stornoway's Renewal Annual Information Form dated July 11, 2006 on file with the Canadian provincial securities regulatory authorities and in Section 6 of the Circular, ‘‘Risk Factors''.
The following factors, among others, related to the business combination of Stornoway with Ashton could cause actual results to differ materially from forward-looking information: Stornoway shares issued in connection with the Ashton offer may have a market value lower than expected and will not reflect market price fluctuations, integration of the businesses may not occur as planned, may not occur successfully or such integration may be more difficult, time consuming or costly than expected; the expected combination benefits from the acquisition of Ashton may not be fully realized by Stornoway or not realized within the expected time frame, dissent and appraisal rights may be exercised, Stornoway's interests may differ from those of any remaining minority shareholders, liquidity for Ashton Shares will be reduced, there will be dilution of each shareholder's equity interest in the combined entity, the issuance of a significant number of Stornoway shares could adversely affect the market price of Stornoway shares, the enforcement rights of U.S. Shareholders may be adversely affected, the Ashton Offer may not be completed, the triggering of change of control provisions in agreements, the requirement to repay the bridge facility and the reliability of the information relating to Ashton. These factors are not intended to represent a complete list of the factors that could affect Stornoway and the combination of Stornoway and Ashton. Stornoway's forward-looking information is based on the expectations, beliefs and opinions of management on the date on which the statements are made. Stornoway disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, future events or otherwise. For the reasons set forth above, Shareholders should not place undue reliance on forward-looking information.