Rex Diamond Mining Corp.: Kimberlex and Speer Darrow amalgamate to form Rex Diamond Mining/Private placements generate $8.3 million/trading commences on CDN

Business Wire,  Sept 15, 1995  

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TORONTO, Ontario--(BUSINESS WIRE)--Sept. 15, 1995--Rex Diamond Mining Corporation ("Rex Diamond") Friday announced the amalgamation of Kimberlex Resources Ltd. ("Kimberlex") and Speer Darrow Management Inc. ("Speer Darrow").

As a result, shareholders of Kimberlex and Speer Darrow will receive one common share of Rex Diamond for each common share held.

Prior to the amalgamation, Kimberlex completed the acquisitions of two mining companies: Bellsbank Consolidated Diamond Mine (Pty,) Ltd. ("Bellsbank"), which operates the Bellsbank Mine in South Africa, and Rex Mining Company NV ("Rex NV"), which holds certain mining leases in Sierra Leone, in addition to sorting and marketing facilities in Antwerp, Belgium.

In September 1995, Kimberlex completed a private placement of 2,166,668 units, consisting of one common share and one Series A common share warrant, at a price of $3 each for total subscription proceeds of $6,500,004. Previously, in May 1995, Kimberlex completed a private placement of 1,028,580 common shares at a price of $1,75 per share, for total gross proceeds of $1.8 million.

Each Series A common share purchase warrant entitles the holder to purchase one additional common share of the newly formed Rex Diamond at an exercise price of $5.50 per share until July 31, 2000. The expiry date of the Series A warrants may be accelerated at the option of Rex Diamond in the event that the trading price of the Rex common shares exceeds $6.05 per share over any period of 20 consecutive trading days.

Proceeds of these private placements will be used to meet the payment obligations relating to the Bellsbank acquisition and to fund capital expenditures on the various operating mines, including the Bellsbank Mine.

The principal assets of Rex Diamond consist of a 100 percent interest in the Bellsbank mine in South Africa, a 100 percent interest in Rex NV of Belgium, and a majority interest in Carrig Diamonds Limited ("Carrig"). Rex Diamond currently holds 58 percent of Carrig, and has agreements to acquire, in exchange for the issuance of 4 million shares of Rex Diamond, additional shares of Carrig which will increase the interest to 82 percent. Carrig is a public company which trades on the Johannesburg Stock Exchange. Through its wholly owned subsidiary, Rex Mining Corporation Limited, Carrig owns 100 percent of the Ardo and Rex Mines, as well as other exploration projects.

Subsequent to the amalgamation and the transactions described above, Rex Diamond has 29,112,607 issued and outstanding common shares, and a further 4,566,668 common shares reserved for issuance pursuant to agreements, options and warrants.

Attached as Schedule 1 to this press release is a pro forma consolidated balance sheet of Rex Diamond, showing the effect of the amalgamation of Kimberlex and Speer Darrow and other transactions.

Rex Diamond has received approval to commence trading on the Canadian Dealing Network (CDN). The company anticipates its common shares will commence trading on CDN shortly under the symbol REXD.

Rex Diamond Mining Corporation comprises three highly profitable, gem-quality diamond mines in South Africa. Production from the Ardo, Rex, and Bellsbank mines averages over US$240 per carat with an estimated mine reserve of at least 18 years. In addition to producing high-quality diamonds, the company owns sorting and marketing facilities in Antwerp, Belgium and an extensive portfolio of advanced exploration properties in South Africa and Sierra Leone.

The company estimates it will produce approximately 70.000 carats by its fiscal year ended March 1996, and is targeting 140,000 carats in its fiscal year ended 1998.

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REX DIAMOND MINING CORPORATION Proforma Consolidated Balance Sheet as at March 31, 1995 ------------------------------------------------------------------

To the Directors of Kimberlex Resources Ltd. and Speer Darrow Management Inc.

We have reviewed, as to compilation only, the accompanying proforma consolidated balance sheet of Rex Diamond Mining Corporation as at March 31, 1995 which has been prepared as supplementary information to the Joint Management Proxy Circular relating to the amalgamation of Kimberlex Resources Ltd. and Speer Darrow Management Inc. In our opinion, the proforma consolidated balance sheet has been properly compiled to give effect to the proposed transactions and assumptions described in the notes thereto.

Deloitte & Touche Chartered Accountants

Toronto, Canada Aug. 23, 1995

The proforma consolidated balance sheet has been prepared to give effect to the following events as if they had occurred on March 31, 1995;

(i) the acquisition by Kimberlex Resources Ltd.

("Kimberlex") of substantially all of the outstanding

shares of Bellsbank Consolidated Diamond Mine (Pty) Ltd.

("Bellsbank") and all of the outstanding shares of Rex

Mining Company NV ("Rex NV");

(ii) The issuance by Kimberlex in a proposed private

placement to be completed prior to the