TSX-V-listed Pangolin Diamonds has entered into a letter of agreement, as of July 15, to acquire from Amulet Diamond Corporation all of the issued and outstanding shares of Amulet Diamond Botswana (Amulet Bots) for a nominal consideration.

Amulet Bots holds certain plant and equipment assets relating to the BK11 mine, in Letlhakane, Botswana. The BK11 assets were originally acquired by Amulet Bots pursuant to the terms of a contractor and sampling services agreement, which was signed with Firestone Diamonds on May 23, 2017.

Diacor International holds security over all of Amulet’s assets and the undertakings of Amulet Canada in connection with the extension of a $2-million loan made by Diacor to Amulet Canada in May 2017 and has consented to the transaction between Pangolin and Amulet, including the discharge of the Amulet security.

As consideration for the release of the Amulet security, Pangolin has agreed to use its best commercial efforts to liquidate the BK11 assets following completion of the transactions and remit to Diacor 90% of the proceeds over a period of up to 18 months until Diacor has received $500 000 in repayment of the loan.

In connection with the completion of the transactions, Pangolin has agreed to grant Diacor a general security interest in its assets and undertakings for the duration of these 18 months.

Regardless of the value of the proceeds remitted to Diacor by Pangolin during this period, Diacor has agreed to discharge the Pangolin security upon the termination of the 18 months, at which point Diacor will no longer have any interest in and to the proceeds of any future sales of BK11 assets.

Pangolin will retain a 100% interest in all such sales and any remaining BK11 assets.

The transactions are subject to a number of conditions such as receipt of TSX-V approval, with the closing of the transactions expected by early August.