Further re Agreement
As reported earlier, OAO LUKOIL (“LUKOIL”), Archangel Diamond Corporation (“Archangel”) and De Beers Societe Anonyme (“De Beers”) signed definitive agreements concerning the ownership and development of the Verkhotina diamond project located in the northwest of Arkhangelsk, Russia (the “Transaction”). The Transaction involves the acquisition by Archangel of an interest in OAO Arkhangelskoe Geologodobychnoe Predpriyatie (“AGD”), a Russian open joint stock company currently wholly-owned by LUKOIL Group and the holder of the licence to explore and mine the Verkhotina licence area.
The AGD interest to be acquired by Archangel will not exceed 49.99%. LUKOIL will continue to own the remaining interest in AGD. The purchase price payable by Archangel for the AGD interest will be USD 225 million in cash subject to adjustment for any agreed cash, debt and other working capital items existing in AGD as at the date of completion of the Transaction.
Completion of the transaction is subject to the receipt by the purchaser of:
- the consent of the Federal Anti-Monopoly Service of the Russian Federation;
- the approval of the Transaction by the TSX Venture Exchange.
All conditions precedent must be satisfied prior to June 1, 2008 failing which each party to the Transaction will be entitled to terminate the Transaction.
Upon completion, the litigation and arbitration proceedings relating to the development rights of the Verkhotina licence area will be terminated.