dio response to avo takeover 0ffer

Just what you would expect DIO directors to say. Some hints that a better offer may be just around the corner -but nothing specific. What the neglect to mention is that without the AVO takeover bid the DIO shares would be back at .30 cents!

AVO have shot up a few cents. It does look like a seller is holding the SP back, constantly feeding out stock at around $1.70.

Angers


AVOCA TAKEOVER OFFER – TAKE NO ACTION UNTIL DIORO DIRECTORS
GIVE THEIR FORMAL RECOMMENDATION
Background
On 14 April 2009, Avoca Resources Limited (“Avoca”) announced an intention to make a takeover offer for Dioro Exploration NL (“Dioro”). Avoca’s announcement was unsolicited and upon receipt of the notice Dioro’s Board responded by advising all shareholders TO TAKE NO ACTION.

On 5 May 2009 , Avoca lodged with Dioro, the Australian Securities & Investments Commission and the Australian Securities Exchange (“ASX”), its Bidder’s Statement. Dioro
has reviewed the Bidder’s Statement and based upon this initial review, reconfirmed the previous advice to shareholders TO TAKE NO ACTION.

Avoca has advised ASX that its offer has now opened, and all shareholders should be in receipt of Avoca’s Bidder’s Statement. The Offer is open until 14 July 2009 which means
that YOU DO NOT NEED TO TAKE IMMEDIATE ACTION.
What is Dioro Doing?
Upon receipt of the initial notice from Avoca, the Dioro Board established a sub-committee to assist the Board to consider and respond to Avoca’s offer.
Dioro’s Board has appointed:
• KPMG Corporate Finance (Aust) Pty Ltd to act as independent expert to prepare an independent expert’s report in the Target’s Statement. Coffey Mining Pty Ltd has agreed to act as the independent technical expert to the independent expert;
• Steinepreis Paganin to act as legal advisers;
• Pendulum Capital Pty Limited to act as the Australian Corporate Advisors; and • National Bank Financial Inc to act as the Canadian Corporate Advisors.

What has happened recently?
Over the last 12 months, Dioro has been in discussions with a number of third parties, both domestic and international, regarding potential transactions. In addition, prior to the announcement by Avoca, Dioro had held preliminary confidential discussions with a third
party regarding a value-maximising transaction. Ongoing discussions with various parties may potentially result in a counter offer to the Avoca offer or an offer to acquire all or a significant portion of Dioro’s assets. Such an offer or counter offer could include cash or securities in the third party. While your Directors will evaluate these opportunities, there is no guarantee that any alternative offer will eventuate.
A number of value-adding initiatives have been undertaken by Dioro since the receipt of the Avoca offer and accepting the Avoca offer may eliminate your opportunity to benefit from any future value-adding catalysts. For example:
• On 12 May 2009, Dioro issued a news release which highlighted another increase in the measured and indicated resource at the Frog’s Leg mine to approximately 1 million
ounces of gold at an average grade of 7.0 g/t. Dioro expects to issue a reserve update in July 2009; and
• On 18 May 2009, Dioro issued a news release which announced a short-term toll milling trial for processing 100% of the ore from the Frog’s Leg mine through Dioro’s Jubilee Processing Facility.

To enable the Dioro Board to consider any options that may be in the best interests of
shareholders YOU SHOULD TAKE NO ACTION until such time as you receive a recommendation from your Directors in the Target’s Statement.
What should Dioro Shareholders do and be aware of?
Dioro Shareholders are urged to take NO ACTION in relation to the Avoca offer on receipt of the Bidder’s Statement.
Dioro Shareholders should WAIT until the Dioro Board provides a written recommendation in the form of a Target’s Statement which will be posted in due course to Dioro Shareholders.
Dioro Shareholders should be aware of the following potential ADVERSE CONSEQUENCES that may arise if you accept Avoca’s offer:
• Except in limited circumstances outlined in the Corporations Act, you will be unable to withdraw your acceptance of the Avoca offer.
• You will lose all rights attaching to your shares including the right to vote at any meeting of shareholders to consider any alternative proposal.
• You will be unable to trade those shares on ASX or TSX (as appropriate).
• Unless you are entitled to withdraw your acceptance, or the Avoca offer lapses, you will be unable to accept a superior offer.
If Dioro Shareholders have any queries in relation to this matter, they are encouraged to contact Dioro’s Company Secretary, Mr David McArthur, on +61 8 9423 3220.