January 17, 2006
Peregrine’s $50 Million Financing Completed
Peregrine to Begin Trading on Wednesday, January 18, 2006 on TSX-Venture Exchange, Trading Symbol “PGD”
January 17, 2006 - Vancouver, Canada - Peregrine Diamonds Ltd.
(“Peregrine”) (TSX-V: PGD) and Dunsmuir Ventures Ltd. (“Dunsmuir”) (TSX
V: DVV) are pleased to announce the following:
Completion of Business Combination with Dunsmuir Ventures Ltd.
On January 16, 2006, Peregrine, a non reporting issuer, and Dunsmuir
completed their business combination (the “Transaction”) as jointly
announced on November 15, 2005. As a result, all of the shareholders of
Dunsmuir have become shareholders of Peregrine and a corporation into
which Dunsmuir was amalgamated has become a wholly owned subsidiary of
Peregrine. Pursuant to the Transaction, every 20 common shares of
Dunsmuir has been exchanged for one common share of Peregrine.
Peregrine will be listed as a “Tier 1 Issuer” on the TSX Venture
Exchange (“TSX-V”) and the common shares of Peregrine will commence
trading at 6:30 am Pacific Standard Time (9:30 am Eastern Standard Time)
on Wednesday, January 18, 2006 in substitution for the common shares of
Dunsmuir which will be delisted. The trading symbol for Peregrine will
be “PGD” and the CUSIP no. for the common shares of Peregrine is
713916104 and the ISIN no. is CA 7139161045.
Further information on Peregrine, its business and properties and the
Transaction is contained in Dunsmuir’s Information Circular dated
December 7, 2005 and in the Technical Report dated November 16, 2005, as
amended December 6, 2005, entitled “Technical Report on the 2005
Program, DO 27 Kimberlite Pipe, WO Property, Northwest Territories,
Canada”, each of which is filed on SEDAR under “Dunsmuir Ventures Ltd.”
and under “Peregrine Diamonds Ltd.”.
The transfer agent for the common shares of Peregrine is Computershare
Investor Services Inc. (“Computershare”). A letter of transmittal will
be sent to the former Dunsmuir shareholders with instructions for the
exchange through Computershare of their existing Dunsmuir share
certificates for certificates representing the common shares of
Peregrine to which they are entitled under the Transaction.
Completion of $50 Million Financing
Peregrine has completed the $50 million financing (the “Financing”)
organized by a syndicate led by Canaccord Capital Corporation and
including Dundee Securities Corporation, Orion Securities Inc., TD
Securities Inc., and Westwind Partners Inc. (collectively, the
“Agents”), as announced on November 15, 2005. As a result of the
Transaction, Peregrine has effectively issued 10,000,000 units at $5.00
per unit in exchange for the securities previously issued in connection
with the Financing. Each unit consists of one common share of Peregrine
and one half of one warrant of Peregrine, with each whole warrant being
exercisable to purchase one common share of Peregrine at $7.00 per
share for an 18 month term from completion of the Transaction.
In connection with the Financing, the Agents received a cash commission
of 6% of the gross proceeds from the Financing and agents’ warrants for
the purchase of 600,000 shares of Peregrine, each warrant being
exercisable to purchase one share at $5.00 per share for an 18 month
term from completion of the Transaction.
With currently more than $53 million in its treasury, Peregrine is well
financed to fund all of its exploration and pre feasibility commitments
at the WO Diamond Project as well as exploration drilling programs
planned for other diamond projects that it currently controls in
As a result of the Transaction and the Financing, Peregrine has
48,672,625 shares outstanding and has an aggregate of 16,034,771 shares
reserved for issuance under outstanding options, warrants and
convertible debentures. The following table updates the details on the
share capital of Peregrine on completion of the Transaction and the
Financing on a fully diluted basis:
|Total Peregrine shares outstanding on completion of the Transaction
|Peregrine shares reserved for issuance on exercise of stock options
|Peregrine shares reserved for issuance on exercise of warrants