Stornoway Mails Offer to Ashton Shareholders


 Purchase Offer for Ashton Information Circular PDF

Stornoway Diamond Corporation (TSX: SWY) announced today that it has filed its formal offer to acquire all of the outstanding shares of Ashton Mining of Canada Inc. (TSX: ACA) with Canadian securities regulators and has commenced the mailing of its offer and related documents to Ashton shareholders.

"The successful completion of the offer and subsequent combination of Stornoway and Ashton would create Canada's premier mid-cap diamond company," said Stornoway President and CEO Eira Thomas. "The combined entity will possess an industry leading balance of diamond exploration and development-track assets, a strong market position, improved access to capital, and a management team able to pursue an aggressive strategy to seek and develop world-class diamond mining opportunities to meet the demands of a diamond market that has become increasingly under-supplied".

The Board of Directors of Stornoway believes that the successful completion of the offer and the subsequent combination of Stornoway and Ashton will result in value creation for shareholders of both Ashton and Stornoway, offering the following benefits and opportunities:

  • Participation in the Creation and Growth of one of Canada's Leading Diamond Companies: The combined entity is expected to have a market capitalization in excess of $200 million and will become one of the leading, mid-cap, pure diamond exploration and development companies in Canada.
  • Unlocking Value: The transaction ‘‘unlocks'' value for Ashton shareholders by removing the market valuation impediments inherent with the presence of a single majority shareholder.
  • Valuation Growth: The combined entity should offer opportunities for an improved market valuation due to, among other things: (i) creating a strong platform from which pre-development assets can be brought to production and achieve a higher valuation multiple; (ii) creating an overall, compelling investment opportunity in rough diamonds; and (iii) providing exposure to a broader exploration and development property portfolio.
  • Increased Liquidity: Due to a larger number of shares outstanding, a larger shareholder base and an enhanced profile, the combined entity should have greater trading liquidity than Ashton does currently.
  • Strong, Experienced Technical and Management Teams: The combined entity will have a strong, experienced management group with a history of wealth creation for shareholders and supported by a qualified technical team with unique experience in the Canadian diamond exploration and development sector and a track record of discovery.
  • Enhanced Financial Platform: The combined entity should have greater flexibility and improved access to financial resources to maximize the value of Stornoway's and Ashton's existing properties as well as to pursue a broader spectrum of future growth opportunities that would have been inaccessible to each company on its own.
  • Opportunities for Further Consolidation and Acquisition: In general, the trend towards consolidation and growth in the mining sector has been supported and rewarded by the financial markets. Widespread consolidation in the diamond sector has not yet occurred and Stornoway and Ashton are in a unique position to initiate this consolidation. The combined entity will be in a position to identify additional opportunities in Canada and elsewhere and further consolidate the diamond exploration and development landscape.
  • Large and Diversified Asset Base: The combined entity will benefit from an extensive and diversified asset base including development-track production opportunities, combined with highly prospective exploration landholdings throughout Canada and Botswana, creating a unique project pipeline that is unparalleled amongst its peers.
  • No Controlling Shareholder: The combined entity will not have a controlling shareholder. However, Agnico-Eagle, a leading mine developer in the Province of Quebec, will be a significant strategic shareholder.

Stornoway will also be making a formal offer to acquire all of the outstanding shares of Contact Diamond Corporation (TSX: CO) as disclosed in its press release of July 24, 2006. The Ashton offer is not conditional on the completion of the Contact offer and the Contact offer is not conditional on completion of the Ashton offer.

How to Tender

Ashton shareholders wishing to accept the Ashton offer are encouraged to tender their shares by completing the letter of transmittal accompanying the documents mailed to them and returning it together with certificates representing their Ashton shares and all other documents to the offices of CIBC Mellon Trust Company in Toronto, Ontario in accordance with the instructions in the letter of transmittal. If Ashton shares are held by a broker or other financial intermediary, Ashton shareholders should contact such intermediary and instruct it to tender the Ashton shares.

Questions About the Ashton Offer

For further information about the Ashton offer, Ashton shareholders should contact Georgeson Shareholder Communications Canada Inc. toll-free at 1-866-390-5139 in North America.

About Stornoway

Stornoway Diamond Corporation has exposure to approximately 18 million acres of prospective diamond properties spanning 40 properties in Canada and Botswana. These include several advance stage properties such as Aviat, Qilalugaq, and Churchill, where a total of 73 kimberlites have been discovered since 2002, 40 of which have proven diamondiferous.

Stornoway's experienced management and technical team have a strong track record of discovery in the north and a history of wealth creation for shareholders. 

On behalf of the Board
/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.