FORM 6K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of October 2002
ARCHANGEL DIAMOND CORPORATION
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(Registrant's Name)
Suite 205, 10920 West Alameda Avenue
Lakewood, CO 80226
USA
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(Address of principal executive offices)
Commission File No.: 0-25816
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b).
The following documents, which were made public, filed with the British
Columbia, Alberta, Manitoba and Ontario Securities Commissions and the TSX
Venture Exchange are furnished herewith and attached hereto:
Press Release dated October 15, 2002, announcing The Colorado State Court for
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the City and County of Denver dismissed the Registrant's action against Lukoil
and Arkhangelskgeoldobycha ("AGD") based upon a Determination that it lacked
personal jurisdiction over the Defendants.
Press Release dated October 22, 2002, announcing that the Registrant filed a
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motion with the Colorado State Court for the City and County of Denver seeking
the Court's reconsideration of its October 15, 2002, order dismissing the
Registrant's action against LUKoil and AGD. The Registrant believes that the
Court's previous decision was erroneous for a number of reasons, including the
Court's failure to consider the Registrant's fraud and other tort claims against
LUKoil and AGD as a basis for personal jurisdiction over the Defendants. The
Registrant also announced that the Arbitrazh Court of Arkhangel'sk ruled on
Monday, October 21, 2002, that the 1994 Memorandum between the Registrant and
AGD is unconcluded. This decision will be appealed and, until such time as the
appeal is heard, the ruling will not come into effect.
Material Change Reports dated
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The following documents were filed with the British Columbia, Alberta, Manitoba
and Ontario Securities Commissions and the TSX Venture Exchange are furnished
herewith and attached hereto:
Form 53-902F - October 15, 2002 re October 15 news release
Form 53-901F - October 22, 2002 re October 22 news release
The following document was filed with the Ontario Securities Exchange and is
furnished herewith and attached hereto:
Exemption Notice of Grant of Stock Options dated October 18, 2002
FORM 6K
ARCHANGEL DIAMOND CORPORATION
Page 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ARCHANGEL DIAMOND CORPORATION
(Registrant)
/s/ Gerald E. Davis
Dated: October 31, 2002 By Gerald E. Davis
--------------------------------
Corporate Secretary
ARCHANGEL NEWS RELEASE
Diamond Corporation 02- 4
10920 W. Alameda Ave, Suite 205 TSX Venture Exchange
Lakewood, Colorado 80226 Symbol: AAD
Tel: 303-292-1299 42.2 million shares outstanding
Fax: 303-297-0538 October 15, 2002
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ARCHANGEL ANNOUNCES COLORADO COURT'S
JURISDICTION DECISION
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Denver, Colorado - Archangel Diamond Corporation (the "Corporation") announced
today that the Colorado State Court for the City and County of Denver today
issued an order dismissing the Corporation's action against Lukoil and
Arkhangelskgeoldobycha ("AGD") based solely on a Determination that it lacked
personal jurisdiction over the Defendants. The Court rejected all of Defendants'
other arguments. The Corporation believes that the Court's decision is erroneous
for a number of reasons, including the Court's failure to consider the
Corporation's fraud and other tort claims against Lukoil and AGD as a basis for
personal jurisdiction. The Corporation is now considering its options, including
a request that the Court reconsider its decision and an immediate appeal of the
decision.
Mr. Timothy J. Haddon, President and Chief Executive Officer, stated, " This
judgement is extremely disappointing and leaves the Corporation with few options
and resources to continue the battle to recover an asset which rightfully belong
to the Company. Like many other foreign investors in Russia, it appears we have
seen our investment effectively expropriated." Mr. Haddon continued, " We will
be carefully studying the court's decision and determining in due course what
appropriate action to take."
Archangel Diamond Corporation is an international diamond exploration company
that holds the right to earn a 40% interest in all profits from the mining of
diamonds from the 400 square kilometer Verkhotina Area in the Oblast of
Arkhangel'sk in northwestern Russia. The Corporation also currently owns a 40%
interest in Almazny Bereg ("AB"), a Russian international open joint stock
company involved in the exploration of the Verkhotina Area.
De Beers Consolidated Mines Ltd. stated in a technical assessment study based on
all exploration work completed through November 3, 1999, that the Grib Pipe has
an estimated resource of approximately 98 million tonnes of kimberlite to a
Depth of 500 meters, containing some 67 million carats of recoverable +1 mm
diamonds at an average mining grade of 69 carats per hundred tonnes and an
average life-of-mine revenue value of US$79 per carat. The Grib Pipe was
discovered in the spring of 1996 as part of the joint exploration program of the
Corporation and AGD.
For further information please contact the Corporation at 303-292-1299, fax
303-297-0538, or by e-mail at archangeldiamond@worldnet.att.net or visit the
---------------------------------
Corporation's web site at www.archangeldiamond.com.
-------------------------
On behalf of Archangel Diamond Corporation
"Timothy J. Haddon"
CEO and President
The TSX Venture Exchange has neither approved nor disapproved the contents of
this news release.
FORM 53-901F
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE
SECURITIES ACT AND SECTION 151 OF THE SECURITIES RULES
------------------------------------------------------
1. Reporting Issuer
Archangel Diamond Corporation
Suite 205, 10920 W. Alameda Avenue
Lakewood, Colorado 80226
(the "Corporation")
2. Date of Material Change
October 15, 2002
3. Press Release
Date of Issuance: October 15, 2002
Place of Issuance: Denver, CO
Distributed through: CCN-Matthews and the
TSX Venture Exchange
4. Summary of Material Change
The Colorado State Court for the City and County of Denver
dismissed the Corporation's action against Lukoil and
Arkhangelskgeoldobycha ("AGD") based upon a Determination that
it lacked personal jurisdiction over the Defendants.
5. Full Description of Material Change
A license (the "License") for the exploration and mining of
diamonds from a 400-square kilometre area located northwest of
Arkhangel'sk, Russia (the "Verkhotina Area") was granted to a
Russian enterprise, Arkhangelskgeoldobycha ("AGD"). Through
agreements in 1993 and 1994 with AGD, the Corporation acquired
the right to earn a 40% interest in any profits from the
Verkhotina Area. As part of such agreements, including the
Memorandum dated 25 February 1994 (the "1994 Memorandum"), AGD
agreed to transfer the License to a Russian joint stock
company, of which the Corporation would hold 40% of the
ordinary shares, when Russian legislation permitted such
transfer. This transfer did not take place and the
Corporation, among other avenues for satisfaction pursued,
filed a lawsuit against LUKoil (majority parent of AGD) in
November 2001, seeking to recover in excess of $1 billion in
damages for harm caused by a scheme of fraud, breach of
contract, civil conspiracy and related claims.
(Also see attached News Release.)
6. Reliance on Section 85(2) of the Act
Not Applicable
7. Omitted Information
Nil.
8. Senior Officer
Contact: Gary E. Davis
Chief Financial Officer and Corporate Secretary
Telephone: 1-303-292-1299
Facsimile: 1-303-297-0538
9. Statement of Senior Officer
The foregoing accurately discloses the material change referred
to herein.
DATED at Denver, Colorado, this 18th day of October, 2002
ARCHANGEL DIAMOND CORPORATION
/s/ Gary E. Davis
Gary E. Davis, Chief Financial Officer
ARCHANGEL NEWS RELEASE
Diamond Corporation 02-5
10920 W. Alameda Ave, Suite 205 TSX Venture Exchange
Lakewood, Colorado 80226 Symbol: AAD
Tel: 303-292-1299 42.2 million shares outstanding
Fax: 303-297-0538 October 22, 2002
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ARCHANGEL FILES MOTION FOR RECONSIDERATION OF
COLORADO COURT'S JURISDICTION DECISION
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Denver, Colorado - Archangel Diamond Corporation (the "Corporation") announced
today that it has filed a motion with the Colorado State Court for the City and
County of Denver seeking the Court's reconsideration of its October 15, 2002,
order dismissing the Corporation's action against Lukoil and
Arkhangelskgeoldobycha ("AGD"). The Corporation believes that the Court's
previous decision was erroneous for a number of reasons, including the Court's
failure to consider the Corporation's fraud and other tort claims against Lukoil
and AGD as a basis for personal jurisdiction.
Mr. Timothy J. Haddon, President and Chief Executive Officer, stated, "After
reviewing the Court's earlier decision to dismiss the lawsuit, we believe that
there is a clear basis for asking the Court to reconsider its position. We
remain hopeful that the Court will reconsider and reverse itself on this
matter."
With respect to the ongoing license transfer dispute, the Corporation has been
advised that the Arbitrazh Court of Arkhangel'sk ruled on Monday, October 21,
that the 1994 Memorandum between the Corporation and AGD is unconcluded. This
decision will be appealed and, until such time as the appeal is heard, the
ruling will not come into effect. Commenting, Mr. Haddon stated, "While this
Russian-court decision was not a great surprise, it again illustrates the
difficulty of doing business in Russia. An agreement, which both sides
acknowledged was valid and honoured until AGD was privatized in 1996, is now
considered invalid because the signature of AGD's representative, Dr. Grib, was
ruled to have been signed by someone other than himself."
Archangel Diamond Corporation is an international diamond exploration company
that holds the right to earn a 40% interest in all profits from the mining of
diamonds from the 400 square kilometer Verkhotina Area, which hosts the Grib
Pipe, in the Oblast of Arkhangel'sk in northwestern Russia. De Beers
Consolidated Mines Ltd. stated in a technical assessment study based on all
exploration work completed through November 3, 1999, that the Grib Pipe has an
estimated resource of approximately 98 million tonnes of kimberlite to a depth
of 500 meters, containing some 67 million carats of recoverable +1 mm diamonds
at an average mining grade of 69 carats per hundred tonnes and an average
life-of-mine revenue value of US$79 per carat. The Grib Pipe was discovered in
the spring of 1996 as part of the joint exploration program of the Corporation
and AGD.
For further information please contact the Corporation at 303-292-1299, fax
303-297-0538, or by e-mail at archangeldiamond@worldnet.att.net or visit the
---------------------------------
Corporation's web site at www.archangeldiamond.com.
-------------------------
On behalf of Archangel Diamond Corporation
"Timothy J. Haddon"
CEO and President
The TSX Venture Exchange has neither approved nor disapproved the
contents of this news release.
FORM 53-901F
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE
SECURITIES ACT AND SECTION 151 OF THE SECURITIES RULES
------------------------------------------------------
1. Reporting Issuer
Archangel Diamond Corporation
Suite 205, 10920 W. Alameda Avenue
Lakewood, Colorado 80226
(the "Corporation")
2. Date of Material Change
October 22, 2002
3. Press Release
Date of Issuance: October 22, 2002
Place of Issuance: Denver, CO
4. Summary of Material Change
The Corporation announced that it has filed a motion with the
Colorado State Court for the City and County of Denver seeking
the Court's reconsideration of its October 15, 2002, order
dismissing the Corporation's action against LUKoil and
Arkhangelskgeoldobycha ("AGD"). The Corporation believes that
the Court's previous decision was erroneous for a number of
reasons, including the Court's failure to consider the
Corporation's fraud and other tort claims against LUKoil and
AGD as a basis for personal jurisdiction over the Defendants.
The Corporation also announced that the Arbitrazh Court of
Arkhangel'sk ruled on Monday, October 21, 2002, that the 1994
Memorandum between the Corporation and AGD is unconcluded.
This decision will be appealed and, until such time as the
appeal is heard, the ruling will not come into effect.
5. Full Description of Material Change
A license (the "License") for the exploration and mining of
diamonds from a 400-square kilometre area located northwest of
Arkhangel'sk, Russia (the "Verkhotina Area") was granted to a
Russian enterprise, Arkhangelskgeoldobycha ("AGD"). Through
agreements in 1993 and 1994 with AGD, the Corporation acquired
the right to earn a 40% interest in any profits from the
Verkhotina Area. As part of such agreements, including the
Memorandum dated 25 February 1994 (the "1994 Memorandum"), AGD
agreed to transfer the License to a Russian joint stock
company, of which the Corporation would hold 40% of the
ordinary shares, when Russian legislation permitted such
transfer. This transfer did not take place and the
Corporation, among other avenues for satisfaction pursued,
filed a lawsuit against LUKoil (majority parent of AGD) in
November 2001 in the Colorado State Court for the City and
County of Denver, seeking to recover in excess of $1 billion
in damages for harm caused by a scheme of fraud, breach of
contract, civil conspiracy and related claims, which said
Court dismissed and which dismissal the Corporation is
appealing. In the Russian court system, LUKoil requested that
the 1994 Memorandum be declared invalid, which court system
subsequently ruled unconcluded. The Corporation is appealing
the Russian court decision.
(Also see attached News Release.)
6. Reliance on Section 85(2) of the Act
Not Applicable
7. Omitted Information
Nil.
8. Senior Officer
Contact: Gary E. Davis
Chief Financial Officer and Corporate Secretary
Telephone: 1-303-292-1299
9. Statement of Senior Officer
The foregoing accurately discloses the material change
referred to herein.
DATED at Denver, Colorado, this 22nd day of October, 2002
ARCHANGEL DIAMOND CORPORATION
/s/ Gary E. Davis
Gary E. Davis, Chief Financial Officer
Linda Holmes
Securities & Compliance Administrator
ARCHANGEL DIAMOND CORPORATION
October 18, 2002
Ontario Securities Commission
20 Queen Street West
Suite 1800, P.O. Box 55
Toronto, ON
M5H 3S8
Attention: Continuous Disclosure
Dear Sirs/Mesdames:
Re: Archangel Diamond Corporation (the "Company")
Notice of Grant of Stock Options
The undersigned, being the Securities & Compliance Administrator of the Company
and as such certify that I have knowledge of the facts contained herein. Notice
is hereby given of exempt trades October 9, 2002 in reliance upon the exemptions
from the prospectus and registration requirements contained in Section 2.2 of
Rule 45-503 - Trades to Employees, Executives and Consultants (the "Rule") and
subclause 72(1)(f) (iii) of the Securities Act (Ontario).
In reliance upon the exemptions contained in Section 2.2 of the Rule, the
following stock options to acquire common shares of the Company were granted
pursuant to the Company's equity incentive plan:
================================================================================
Number of
Name Date Shares Exercise Date
Of Of Subject to Price per of
Optionee Grant Option Share Expiry
================================================================================
L. Lamont Gordon October 9, 2002 50,000 $0.23 Oct 10, 2007
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Gerald E. Davis October 9, 2002 75,000 $0.23 Oct 10, 2007
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Linda Holmes October 9, 2002 5,000 $0.23 Oct 10, 2007
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Clive Hartz October 9, 2002 50,000 $0.23 Oct 10, 2007
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Richard Wake-Walker October 9, 2002 50,000 $0.23 Oct 10, 2007
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- 2 -
Please accept this notice in satisfaction of the disclosure requirements
contained in Section 10.3 of the Rule.
Enclosed is a cheque payable to the "Ontario Securities Commission" in the
amount of $100 in respect of the fee required by Subclause 11.1(1)(a)(ii) of the
Rule.
Yours truly,
Archangel Diamond Corporation
Per:
/s/ Linda Holmes
Securities & Compliance
Administrator
Encl.
cc: Getz Prince Wells
cc: Anton Campion
cc: McMillan Binch
O: (250) 404-0310 - Email: holmes@telus.net - F: (250) 404-0311
Suite 338, RR3, #3 - 13604 Victoria Rd. N., Summerland, BC Canada VOH 1ZO