Dioro sets out terms of Canadian captial raising

Nedlands-based Dioro Exploration NL has announced the terms of its planned capital raising, with plans to distribute 31.2 million subscription receiprt to investors at a price of C$1.60 each, to raise up to C$50 million, the company has announced.

The subscription receipts are a form of a convertible security whereby each subscription receipt is convertible into one unit, with each unit consisting of one fully paid ordinary share in Dioro and half of one warrant. Each warrant is convertible into one fully paid ordinary share in Dioro at a price of C$2.08, being 30 per cent greater than the issue price of the subscription receipt, within 2 years of the date of issue of the subscription receipts.

The capital raising is being managed by Canadian based investment dealer, Cormark Securities Inc ("Cormark") pursuant to an Agency Agreement entered into between Dioro and Cormark together with CIBC World Markets Inc., Canaccord Capital Inc. and Westwind Partners Inc. (the "Agents") and will be completed through the issue of a number of subscription receipts to Canadian and other foreign investors introduced to Dioro by the Agents.

The proceeds received from the issue of the subscription receipts will be sufficient to complete the South Kal acquisition, commence exploration and cover Frog's Leg development.

The full text of a Dioro announcement is pasted below

As previously advised to the market, and approved by shareholders on 12 October 2007, Dioro Exploration NL is currently undertaking a significant capital raising. Following completion of the capital raising, Dioro intends to make an application for the listing of Dioro on the Toronto Stock Exchange ("TSX").

The capital raising is being managed by Canadian based investment dealer, Cormark Securities Inc ("Cormark") pursuant to an Agency Agreement entered into between Dioro and Cormark together with CIBC World Markets Inc., Canaccord Capital Inc. and Westwind Partners Inc. (the "Agents") and will be completed through the issue of a number of subscription receipts to Canadian and other foreign investors introduced to Dioro by the Agents. Dioro has now agreed with the Agents to raise up to C$50,000,000 (with a minimum to be raised of C$45,000,000) through the distribution of up to 31,250,000 subscription receipts to institutional and other sophisticated investors at an issue price of C$1.60 per subscription receipt.

The subscription receipts are a form of a convertible security whereby each subscription receipt is convertible into one unit, with each unit consisting of one fully paid ordinary share in Dioro and half of one warrant. Each warrant is convertible into one fully paid ordinary share in Dioro at a price of C$2.08, being 30% greater than the issue price of the subscription receipt, within 2 years of the date of issue of the subscription receipts.

The conversion of the subscription receipts into the units is conditional upon the conditions precedent to the acquisition of the South Kal Project being satisfied or waived on or before 15 December 2007.

Dioro has agreed to use its best efforts to file a prospectus with the Canadian securities regulatory authorities to qualify the distribution of the ordinary shares and warrants issued upon conversion of the subscription receipts, and to cause the ordinary shares and warrants to be listed on the TSX with 4 months after the date of issue of the subscription receipts.

Following completion of the TSX listing and Canadian prospectus filing, the Company intends to undertake a further capital raising, focused on retail investors in Canada. Any further capital raising will be subject to the receipt of any necessary approvals under the ASX Listing Rules.

The proceeds received from the issue of the subscription receipts (being up to C$50,000,000 million) will be sufficient to complete the South Kal acquisition, commence exploration and cover Frog's Leg development.

The issue price of the subscription receipts has been calculated using the average closing price of Dioro's shares on ASX over the five trading days immediately prior to the issue of the subscription receipts. On that basis, Dioro has today issued 31,250,000 subscription receipts to Cormark to be held by Cormark pending the completion of the capital raising and receipt of funds from investors under the terms of the Agency Agreement.

As announced previously, it is a condition precedent of the acquisition of the South Kal assets from Harmony Gold that Dioro completes the capital raising.