Stornoway Diamond Corporation ("Stornoway") announced today that it has agreed with Ashton Canada Pty. Limited and QIT-Fer et Titane Inc. (the "Rio Tinto Subsidiaries") to amend the terms of the lock-up agreement dated July 21, 2005 (the "Lock-Up Agreement") between them relating to Stornoway's offer (the "Offer") for all of the shares of Ashton Mining of Canada Inc. ("Ashton") Under the amendment, Stornoway and the Rio Tinto Subsidiaries have agreed that in the event the Offer is not completed for reasons other than the termination of the Lock-Up Agreement by Stornoway, the $2M deposit (the "Offer Deposit") will be paid pro rata to all Ashton shareholders of record as at the date which is seven days after the date the Offer Deposit becomes payable to Ashton Shareholders, if at all.
Eira Thomas of Stornoway stated: "The Offer Deposit is held in trust to be used as partial consideration for all Ashton shares taken-up under the Offer from all Ashton shareholders. The Offer Deposit was only to be paid to the Rio Tinto Subsidiaries if the Offer was not completed in certain circumstances and no Ashton shares are acquired by Stornoway. This was intended to be an inducement for Stornoway to complete the Offer. To clarify and confirm the original intent of the Offer Deposit, Stornoway and the Rio Tinto Subsidiaries have agreed to make the Offer Deposit available to all Ashton shareholder on a pro rata basis if it becomes payable at all."
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.