UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 12, 2015
Date of Report (Date of earliest event reported)

 

DIAMANTE MINERALS, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA

000-55233

27-3816969

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

203 - 1634 Harvey Avenue
Kelowna, British Columbia

 


V1Y 6G2

(Address of principal executive offices)

 

(Zip Code)

250-860-8599
Registrant's telephone number, including area code

 

 

 

 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01       Entry Into a Material Definitive Agreement

On July 12, 2015, Diamante Minerals Inc. (the "Company") entered into an executive employment agreement dated July 12, 2015 (the "Employment Agreement") with Jennifer Irons in connection with her appointment as the Company's Chief Financial Officer. The following summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Pursuant to the terms of the Employment Agreement, Ms. Irons will serve as our Chief Financial Officer for a term of three years from July 12, 2015 (the "Term"). Ms. Irons will perform such duties and responsibilities consistent with her position as our Company's principal financial officer as are set out in the Employment Agreement, and as our Company's board of directors may from time to time reasonably determine and assign. Ms. Irons will report directly to our Chief Executive Officer.

In consideration for Ms. Irons' services, Ms. Irons will be compensated as follows:

The Company shall have the right to pay the Base Salary or any other amounts payable to Ms. Irons in shares of deferred stock units of the Company based on the 90-day volume weight average price of the shares of the common stock of the Company on its primary trading market at the end of each quarter. The Employment Agreement shall automatically renew on each anniversary of the Agreement for one additional year term unless one party provides the other with notice at least 30 days prior to such anniversary date that such party does not desire to renew the Agreement.

If the Company terminates Ms. Irons' employment other than for "cause" before the last day of the Term, Ms. Irons will be paid an immediate lump sum cash payment equal to the sum of: (i) the unpaid Base Salary to which she would have been entitled for the remainder of the Term; plus (ii) an amount equal to the product of the years and fractional years for the remainder of the Term multiplied by 50% of the amount of the annual Base Salary in effect as of the date of termination (the "Severance Payment").

The Employment Agreement includes a "Change of Control" provision. In the event that within 2 years of "Change of Control" of the Company (as defined in the Employment Plan), the Company terminates Ms. Irons' employment other than for "cause" or Ms. Irons voluntarily terminates her employment no earlier than 12 months nor more than 18 months after such Change of Control, then Ms. Irons shall be entitled to the Severance Payment, with the Term being deemed extended to a date which is the later of 2 years from the date of such Change of Control and 2 years after the date of termination.

2.


SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors of the Company has appointed Jennifer Irons as the Company's Chief Financial Officer with effect from July 12, 2015. Mr. Chad Ulansky resigned as our Chief Financial Officer on that date in order to facilitate Ms. Irons' appointment.

As a result of the foregoing changes, the Company's current executive officers are as follows:

Name

Age

Position

Chad Ulansky

41

President, Chief Executive Officer, Treasurer, Secretary and a Director

Jennifer Irons

34

Chief Financial Officer

Ms. Irons serves as the Chief Financial Officer for Metalex Ventures Ltd., Cantex Mine Development Corp. and Northern Uranium Inc., all companies listed on the TSX Venture Exchange. Ms. Irons was the manager of PMF Inc., Chartered Accountants, from 2008 to 2013, prior to which, she was a senior accountant of KPMG LLP. Ms. Irons is a graduate of the University of Alberta and obtained her C.A. designation in 2006.

The terms of Ms. Irons' Employment Agreement are summarized in Item 1.01 of this Current Report on Form 8-K.

Ms. Irons is entitled to participate in the Deferred Share Unit Plan dated July 12, 2015 (the "Plan"), a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8 K. Under the Plan, at the sole election of the Company, exercised at the end of each financial quarter, Ms. Irons may receive her base salary due in that financial quarter in the form of Deferred Share Units, the number of which will be determined by dividing Ms. Irons' base salary earned in such financial quarter by the fair market value of the common shares of the Company determined in accordance with the Plan. At the end of Ms. Irons' employment with the Company, she may elect to receive one common share in the capital of the Company in respect of each whole Deferred Share Unit credited to her account or cash equal to the fair market value of such share.

Ms. Irons is not related to any existing director or executive officer of our Company, or to any person who has been nominated or chosen by the Company to become a director or executive officer of the Company.

Ms. Irons has not been party to any transaction with our Company since the beginning of our Company's last fiscal year, and is not party to any proposed transaction with our Company, involving an amount exceeding $120,000 and in which he had or will have a direct or indirect material interest.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01       Financial Statements and Exhibits

Exhibit
Number


Description

10.1

Employment Agreement between Diamante Minerals, Inc. and Jennifer Irons dated July 12, 2015

10.2

Deferred Share Unit Plan for Jennifer Irons dated July 12, 2015

99.1

News release dated July 9, 2015

3.


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 hereunto duly authorized.

 

DIAMANTE MINERALS INC.

DATE: September 8, 2015

By:
              /s/ Chad Ulansky                                           
             Chad Ulansky
             Chairman and Chief Executive Officer

 

 

4.

Exhibit 10.1

EMPLOYMENT AGREEMENT

            This Employment Agreement (this " Agreement "), is entered into this 12nd day of July, 2015, by and between Diamante Minerals, Inc., a Nevada corporation (the " Company "), and Jennifer Irons, with an address at 203-1634 Harvey Avenue, Kelowna, BC V1Y 6G2 (the " Executive ").

W I T N E S S E T H:

             WHEREAS, the Company desires to employ the Executive as the Chief Financial Officer of the Company, and the Executive desires to accept such employment, on the terms and conditions contained in this Agreement;

             NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

             1.         Employment . The Company agrees to employ Executive as its Chief Financial Officer, and Executive hereby agrees to such employment, , in accordance with the terms and conditions set forth in this Agreement. In her capacity as Chief Financial Officer, the Executive shall have principal responsibility for developing the business strategies, policies and operations of the Company and shall perform such other duties for the Company as are consistent with her position, including, without limitation, the senior supervisory responsibility for equity and debt financings; all corporate transaction activities, including without limitation, establishing joint ventures and strategic alliances and having the sole authority to approve any contract or arrangement with a third party involving the expenditure or commitment of Company funds.

            The services to be performed by the Executive shall be commensurate with the position of the Executive as a senior executive employee of the Company. The Executive shall report to the Chief Executive Officer and the Board of Directors of the Company.

             2.         Compensation.

            a.        Base Salary . In consideration for the services rendered by Executive hereunder, Company agrees to pay Executive an annual base salary (the " Base Salary ") in the amount of One Hundred Twenty Five Thousand Dollars ($125,000) for the first year of the Term, One Hundred Thirty Seven Thousand Five Hundred Dollars ($137,500) for the second year of the Term and One Hundred Fifty Thousand Dollars ($150,000) for the third year. The Company shall pay the salary every three months of the Term. All payments of compensation hereunder shall be subject to normal withholdings and all other applicable federal, state and local tax deductions as required by law. The Executive agrees that the Company shall have the right, in its sole and absolute discretion, to pay the salary or any other amounts payable to the Executive hereunder in shares of deferred stock units (DSU) of the Company based on the 90-day VWAP at the end of each quarter. Promptly after the execution and deliver of this Agreement, the Executive and the Company will structure a DSU plan for the Executive. If there is an adverse tax implication as a result of the issuance of DSU to the Executive, the Company agrees to work with the Executive and his representatives to obtain more favorable tax treatment.


            b.        Additional Compensation . In addition to the Base Salary as defined in subsection (a) herein, the Executive shall be entitled to such further compensation and/or bonuses as may decided on by a majority of the Board of Directors of the Company based upon the performance and/or profitability of the Company.

             3.         Benefits . During the term of Executive's employment with Company under this Agreement, Executive will be entitled to the following benefits:

(a)       three (3) weeks paid vacation;
(b)       reimbursement for all related work, educational classes paid for and attended by the Executive; and
(c)       reimbursement for ordinary and necessary expenses incurred by Executive on behalf of the Company, including expenses for travel, entertainment and business development in accordance with the usual policies of the Company.

             4.         Term.

            a.       Subject to Section 4 hereof, the term of Executive's employment with the Company under this Agreement shall commence as of the date first written above, and shall continue for three (3) years thereafter (" Term "), unless Executive's employment is earlier terminated by Company or Executive in accordance with this Agreement. The Term shall automatically renew on each year anniversary of this Agreement for one additional year unless one party provides the other with at least thirty (30) days written notice prior to such anniversary date that such party does not desire to renew this Agreement. For purposes of this Agreement, " Term " shall mean collectively the initial term and any renewal term, if any, during which this Agreement remains in effect.

            b.       The Company may terminate Executive's employment with Company at any time, for cause, immediately upon Company giving written notice of termination to Executive, upon the occurrence of any of the following events:

i.       Executive's refusal to perform such duties as are reasonably assigned to him by the Company; or

ii.      Executive's fraud, dishonesty, or other deliberate injury to Company; or

iii.     Executive's conviction of a crime involving moral turpitude which constitutes a felony in the jurisdiction in which Executive is employed; or

iv.      Executive's material breach of any provision hereunder; or

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v.       The death or disability of Executive. Executive shall be deemed to be disabled if, due to the physical or mental illness or incapacity of Executive, Executive is unable to perform his duties under this Agreement for (i) ninety (90) consecutive days, or (ii) any one hundred and twenty (120) days in any six (6) month period.

            c.       In the event of termination of Executive's employment with Company for cause pursuant to Section 4(b) above (other than pursuant to Section 4(b)(i) or (iv)), or if Executive terminates his employment for any reason, Company shall not be liable to Executive for any compensation or other payment, other than the payment of Executive's Base Salary through the effective date of termination.

            d.       In the event of termination of Executive's employment with Company for cause pursuant to Section 4(b)(i) or (iv) above, the Company shall first deliver ten (10) days prior written notice (" Termination Notice ") of its intent to terminate the Executive for Cause, which notice shall specify in reasonable detail the basis for the Company's determination that such Cause exists. The Executive shall be given a reasonable time not exceeding twenty (20) days to terminate the conduct or cure the breach specified in the Termination Notice. If the Executive so requests in writing within ten (10) days after delivery to him of the Termination Notice, the Company shall promptly afford the Executive the right, in person and accompanied by his counsel, to a full, fair and complete hearing before the Board, in which event such termination shall not take place unless and until the Company shall have sent a further written notice confirming the Termination Notice.

            e.       If, before the last day of the Term, (i) the Company terminates the Executive's employment other than for Cause, (ii) the Executive terminates his employment for Good Reason (as defined below), or (iii) his employment is terminated pursuant to Section (f) below, the Executive shall be paid an immediate lump sum cash payment equal to the sum of:

                            (i)       the unpaid Base Salary to which he would have been entitled for the remainder of the Term (based upon the Base Salary in effect on the date of termination); plus

                            (ii)      an amount equal to the product of the number of years and fractional years for the remainder of the Term multiplied by fifty percent (50%) of the amount of the annual Base Salary in effect as of the date of termination.

            The following events or circumstances shall constitute " Good Reason ," entitling the Executive to terminate his employment in the manner set forth above:

                            (i)       the assignment to the Executive of any duties materially inconsistent with the Executive's position (including status, offices, and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement or any other material breach of this Agreement by the Company, excluding for this purpose any action not taken in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Executive; and

3


                            (ii)      any failure by the Company, in any respect, to comply with any of the compensation or benefits provisions of this Agreement, other than a failure not occurring in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by the Executive.

            f.       If a Change of Control (as defined in the Annex attached hereto) occurs and, (a) within two (2) years following such Change of Control, the Company terminates the Executive's employment other than for Cause, or the Executive terminates his employment for Good Reason, or (b) no earlier than twelve (12) months nor more than eighteen (18) months after such Change of Control, the Executive voluntarily terminates his employment with or without Good Reason, then, for purposes of determining the amounts to be paid to the Executive pursuant to Section (e) above, the Term shall be deemed extended to a date which is the later of (x) two (2) years from the date of such Change of Control and (y) two (2) years after the date of termination. While it is not expected that payments made to the Executive with respect to the Contract Extension and other payments hereunder will be treated as payments subject to any excise tax under Internal Revenue Code Section 4999, to the extent they are, the Company shall pay to the Executive an amount which, net of any applicable taxes thereon, will provide the Executive with sufficient cash to pay any excise tax payable by him by reason of all payments hereunder.

             5.         Confidential Information.

            a.       Executive agrees that during the course of Executive's employment with Company, Executive will create, have contact with and receive information, documents and materials (collectively, " Confidential Information ") which contain confidential information and/or trade secrets of Company and/or its operations, including, but not limited to, information regarding the business operations of Company, methods and processes, trade secrets and other intellectual property, financial information, books of accounts, marketing plans and information, accounting records, sales and business records, drawings, correspondence, engineering, maintenance, operating and production records, and other information which Company shall from time to time designate as confidential.

            b.       Executive shall not, directly or indirectly, disclose to any third party, or use for his own benefit, or for the benefit of any other person, firm, association or entity whether or not in competition with Company, any of the Confidential Information, except during the performance of Executive's employment with Company. Company acknowledges that Executive may be required to disclose portions of the Confidential Information in legal proceedings or to governmental agencies as required by law and consents to such disclosure. Executive agrees, in connection with any such disclosure, to notify Company prior to making any disclosures and to make requests for confidential treatment by all such governmental agencies to which such Confidential Information is disclosed, as Company may request. Upon termination of Executive's employment with Company, or upon the request of Company, Executive shall return to Company any and all of the Confidential Information, and all copies, recordings and reproductions of the Confidential Information in Executive's possession or under Executive's control.

4


            c.       Notwithstanding anything in this Agreement to the contrary, Confidential Information does not include information (i) in the public domain, (ii) received by Executive outside of Executive's employment with Company from a party not directly or indirectly under an obligation of confidentiality to Company, or (iii) which later becomes public, unless such information is made public by Executive in breach of this Agreement.

             6.         Assignment of Intellectual Property.

            a.       Executive will promptly disclose to the Company all improvements, inventions, formulae, processes, techniques, trademarks, know-how, data, source code and object code, whether or not patentable or copyrightable, made, conceived, reduced to practice or learned by him, either alone or jointly with others, during the period of his employment which are related to or useful in the business of the Company, or result from tasks assigned to him by the Company, or result from use of any premises owned, leased or contracted for by the Company (all said improvements, inventions, formulae, processes, techniques, know-how, and data shall be collectively hereinafter called " Inventions ").

            b.        Company Sole Owner of Patent Rights. Executive agrees that all Inventions shall be the sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents and other rights in connection therewith.

            c.        Assignment of Patent Rights; Duty to Cooperate. Executive hereby assigns to the Company any rights he may have or acquire in all Inventions. Executive further agrees as to all Inventions to assist the Company in every proper way (but at the Company's expense) to obtain all Inventions from time to time enforce patents, trademarks or copyrights on the Inventions in any and all countries, and to that end Executive will execute all documents for use in applying for and obtaining such patents, trademarks or copyrights thereon and enforcing same, as the Company may desire, together with any assignment thereof to the Company or persons designated by it. Executive's obligation to assist the Company in obtaining and enforcing patents, trademarks or copyrights for the Inventions in any and all countries shall continue beyond the termination of his employment, but the Company shall compensate him at a reasonable rate after such termination for time actually spent by him at the Company's request on such assistance.

             7.         Severability . The provisions contained herein are severable. If any provision of this Agreement shall be held to be invalid or unenforceable in any respect, such provision shall be carried out and enforced to the extent to which it shall be valid and enforceable, and any such invalidity or unenforceability shall not affect any other provision of this Agreement; provided, however, that if any invalid or unenforceable provision may be modified as to time, geographic or subject matter scope so as to be enforceable at law, such provision shall be deemed to have been modified so as to be enforceable to the fullest extent permitted at law.

             8.         Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with regard to the subject matter hereof.

5


             9.         Amendment. This Agreement may not be amended or modified except in writing signed by all of the parties hereto.

             10.         Governing Law. This Agreement shall be construed and enforced pursuant to the laws of the State of Nevada, without regard to the choice of law provisions thereof.

             11.         Headings. The headings, titles or designations of the various paragraphs are not a part of this Agreement, but are for the convenience of reference only, and do not and shall not be used to define, limit or construe the contents of the paragraphs.

             12.         Benefit . This Agreement shall be binding upon and inure to the benefit of the parties and each of their respective heirs, personal representatives, successors and permitted assigns.

             13.         Assignment. Executive may not assign or delegate any of this duties, obligations or covenants under this Agreement without the prior written consent of Company. Company may assign its rights and delegate its duties hereunder to any person or entity which acquires all or substantially all of the assets of Company, or to any entity that, directly or indirectly, controls, is controlled by, or is under common control with Company, without the consent of Executive of such assignment promptly after such assignment.

             14.         Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with any provision of this Agreement.

             15.         Counterparts . This agreement may be executed in counterparts; each such executed counterpart will be considered an original and no other counterpart need be produced for any purpose whatsoever.

             IN WITNESS WHEREOF, this Agreement has been entered into as of the date first written above.

"Jennifer Irons"
______________________________
JENNIFER IRONS, Executive

 

DIAMANTE GROUP, INC.

                    "Chad Ulansky"
     By:______________________________
           Name: Chad Ulansky
           Title: Chief Executive Officer

6


ANNEX

 

            (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the " Voting Securities ") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the then outstanding shares of Voting Securities; provided , however , in determining whether a Change of Control has occurred pursuant to this Section, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change of Control. A " Non-Control Acquisition " shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a " Subsidiary "), (ii) the Company or its Subsidiaries, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined);

            (b) The individuals who, as of the date of this Agreement, are members of the Board (the " Incumbent Board ") cease for any reason to constitute at least two-thirds of the members of the Board; provided , however , that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall be considered as a member of the Incumbent Board, provided , however , that no individual shall be considered as a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a " Proxy Contest ") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

            (c)       The consummation of:

            (i)       A merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued, unless such merger, consolidation or reorganization is a "Non-Control Transaction". A " Non-Control Transaction " shall mean a merger, consolidation or reorganization with or into the Company or in which securities of the Company are issued where:

            (A)       the stockholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly immediately following such merger, consolidation or reorganization at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the " Surviving Corporation ") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization,

7


            (B)       the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially directly or indirectly owing a majority of the voting securities of the Surviving Corporation, and

            (C)       no Person other than (1) the Company, (2) any Subsidiary, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such merger, consolidation or reorganization, was maintained by the Company or any Subsidiary, or (4) any Person who, immediately prior to such merger, consolidation or reorganization had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Voting Securities, has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the Surviving Corporation's then outstanding voting securities.

            (ii) A complete liquidation or dissolution of the Company; or

            (iii) the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary or the distribution to the Company's stockholders of the stock of a Subsidiary or any other assets).

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the " Subject Person ") acquired Beneficial Ownership of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change of Control shall occur.

8

Exhibit 10.2

DIAMANTE MINERALS, INC.

DEFERRED SHARE UNIT PLAN FOR JENNIFER IRONS

PART 1

GENERAL PROVISIONS

Purpose

1.1                  The purpose of this Plan is to provide an alternate form of compensation to satisfy the fee payable to Jennifer Irons in her capacity as the Chief Financial Officer of the Company.

Definitions

1.2                  In this Plan,

Applicable Withholding Tax has the meaning set forth in Section 3.4;

Board means the Board of Directors of the Company;

Company means Diamante Minerals, Inc.;

Compensation means the base amount of US$125,000 per year in the first year of the term of this Plan, US$137,500 in the second year of the term of this Plan and US$150,000 for the third year of the term of this Plan to be paid to Irons, quarterly in arrears in her capacity as the Chief Financial Officer of the Company;

Deferred Share Unit means a right granted by the Company to Irons to receive, on a deferred payment basis, a Share or cash in an amount and on the terms contained in this Plan;

Director means a member of the Board;

Fair Market Value means, as at a particular date,

(a)       the volume weighted average of the trading price per Share for the most recently completed Financial Quarter on the market on which the greatest volume of the Shares then traded, or

(b)       if the Shares are not listed on any public exchange, the value established by the Board based on its determination of the fair value of a Share;

Financial Quarter means each three month period ending on October 31, January 31, April 30 or July 31, respectively;

Irons means Jennifer Irons


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Plan means this Deferred Share Unit Plan, as amended from time to time;

Remuneration Period means a fiscal year (August 1 - July 31), or where the context requires, any portion of such period;

Share means a Common share in the capital of the Company; and

Terminated Service means, that Irons has ceased to be the Chief Financial Officer of the Company, other than as a result of death, and has ceased to fulfil any other role as employee or officer of the Company.

Effective Date

1.3                  This Plan will be effective on July 12, 2015.

Administration

1.4                  The Board will, in its sole and absolute discretion, but taking into account relevant corporate, securities and tax laws,

(a)       interpret and administer this Plan,

(b)       establish, amend and rescind any rules and regulations relating to this Plan, and

(c)       make any other determinations that the Board deems necessary or desirable for the administration of this Plan.

The Board may correct any defect or any omission or reconcile any inconsistency in this Plan in the manner and to the extent the Board deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Board in the interpretation and administration of this Plan will be final, conclusive and binding on all parties concerned provided that no determinations or amendments which adversely affect Irons will be made without her consent. All expenses of administration of this Plan will be borne by the Company.

Delegation

1.5                  The Board may, to the extent permitted by law, delegate any of its responsibilities under this Plan and powers related thereto (including, without limiting the generality of the foregoing, those referred to under Section 1.4) to a committee of the Board or to one or more officers of the Company and all actions taken and decisions made by such committee or by such officers in this regard will be final, conclusive and binding on all parties concerned, including, but not limited to, the Company, Irons, and their legal representatives.


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PART 2

AWARDS UNDER THIS PLAN

Determination of Deferred Share Units

2.1                  At the sole election of the Company, exercised at the end of each Financial Quarter, Irons may receive all her Compensation due in that Financial Quarter in the form of Deferred Share Units. Deferred Share Units issued pursuant to this Plan will be credited to an account maintained for Irons by the Company four times a year in October, January, April and July or as otherwise determined by the Company. The number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) to be credited to Irons will be determined in accordance with Section 2.2.

Issue of Deferred Share Units

2.2                  The number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) to be credited to Irons for services as the Chief Financial Officer of the Company in a Financial Quarter will be determined by dividing Irons' Compensation earned in such Financial Quarter by the Fair Market Value calculated immediately following the last trading day of such Financial Quarter.

Dividend Equivalents

2.3                  On any date on which a cash dividend is paid on Shares, Irons' account will be credited with the number of Deferred Share Units (including fractional Deferred Share Units, computed to three digits) calculated by

(a) multiplying the amount of the dividend per Share by the aggregate number of Deferred Share Units that were credited to Irons' account as of the record date for payment of the dividend, and

(b) dividing the amount obtained in Section (a) by the Fair Market Value on the date on which the dividend is paid.

Irons' Account

2.4                  A written confirmation of the balance in Irons' account will be sent by the Company to her quarterly.

Adjustments and Reorganizations

2.5                  In the event of any dividend paid in shares, share subdivision, combination or exchange of shares, merger, consolidation, spin-off or other distribution of Company assets to shareholders, or any other change in the capital of the Company affecting Shares, the Board, in its sole and absolute discretion, will make, with respect to the number of Deferred Share Units outstanding under this Plan, any proportionate adjustments as it considers appropriate to reflect that change.


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PART 3

TERMINATION OF SERVICE

Termination of Service

3.1                  Upon Irons having Terminated Service she may elect to receive one Share in respect of each whole Deferred Share Unit credited to her account (determined in accordance with Section 3.2) or cash equal to the Fair Market Value of such Share on the Filing Date (as hereinafter defined) by filing with the Secretary of the Company a notice of redemption in the form prescribed from time to time by the Company on or before December 15 of the first calendar year commencing after the date on which Irons has Terminated Service. If Irons fails to file such notice on or before that December 15, she will be deemed to have filed with the Secretary of the Company a notice of redemption on that December 15, and will be deemed to have elected to be paid cash. The date on which a notice is filed or deemed to be filed with the Secretary of the Company is the "Filing Date". The Company may defer the Filing Date to any other date if such deferral is, in the sole opinion of the Company, desirable to ensure compliance with Section 4.3.

Contents of Notice

3.2                  The notice filed by Irons will specify whether she desires to receive one Share for each whole Deferred Share Unit or cash equal to the Fair Market Value of each such Share as at the Filing Date (net of any Applicable Withholding Tax). Such payment (whether in Shares or cash) will be made by the Company as soon as reasonably possible following the Filing Date. In no event will payment be made later than December 31 of the first calendar year commencing after Irons has Terminated Service. Fractional Shares may not be issued, and where Irons would be entitled to receive a fractional Share in respect of any fractional Deferred Share Unit, the Company will pay to her, in lieu of such fractional Share, cash equal to its Fair Market Value, calculated as at the Filing Date.

Death

3.3                  In the event of the death of Irons, the Company will, within two months of her death, pay cash equal to Fair Market Value of the Shares which would be deliverable to her if she had Terminated Service in respect of the Deferred Share Units credited to Irons' account (net of any Applicable Withholding Tax) to or for the benefit of her legal representative. The Fair Market Value will be calculated on the date of Irons' death.

Applicable Withholding Tax

3.4                  The Company is authorized to deduct such taxes and other amounts as it may be required by law to withhold ("Applicable Withholding Tax"), in such manner as it determines, including, without limiting the generality of the foregoing, by delivering less cash or fewer Shares than Irons otherwise would have received. The Company may require Irons, as a condition of receiving amounts or Shares otherwise to be delivered to her under this Plan, to deliver undertakings to, or indemnities in favour of, the Company respecting the payment by her of applicable income or other taxes.


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PART 4

GENERAL

Non-Transferability

4.1                  Deferred Share Units and all other rights, benefits or interests in this Plan are non-transferable and may not be pledged or assigned or encumbered in any way and are not subject to attachment or garnishment, except that if Irons dies, her legal representatives will be entitled to receive the amount of any payment otherwise payable to her hereunder in accordance with the provisions hereof.

No Right to Service

4.2                  Neither participation in this Plan nor any action under this Plan will be construed to give Irons a right to be retained in the service of the Company.

Applicable Trading Policies

4.3                  The Board and Irons will ensure that all actions taken and decisions made by the Board or Irons, as the case may be, pursuant to this Plan comply with any applicable securities laws.

Successors and Assigns

4.4                  This Plan will enure to the benefit of and be binding upon Irons' legal representatives.

Plan Amendment

4.5                  The Board may amend this Plan as it deems necessary or appropriate, subject to applicable corporate, securities and tax law requirements, but no amendment will, without the consent of Irons or unless required by law, adversely affect Irons' rights with respect to Deferred Share Units to which he is then entitled under this Plan.

Plan Termination

4.6                  The Board may terminate this Plan at any time, but no termination will, without Irons' consent or unless required by law, adversely affect the rights of Irons with respect to Deferred Share Units to which he is then entitled under this Plan. In no event will a termination of this Plan accelerate the time at which Irons would otherwise be entitled to receive any Shares or cash in respect of Deferred Share Units hereunder. In any event this Plan will terminate three years from the Effective Date.

Governing Law

4.7                  This Plan and all matters to which reference is made in this Plan will be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein.


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Reorganization of the Company

4.8                  The existence of this Plan or Deferred Share Units will not affect in any way the right or power of the Company or its shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, or to create or issue any bonds, debentures, shares or other securities of the Company or to amend or modify the rights and conditions attaching thereto or to effect the dissolution or liquidation of the Company, or any amalgamation, combination, merger or consolidation involving the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise.

No Shareholder Rights

4.9                  Deferred Share Units are not considered to be Shares or securities of the Company, and Irons will not, be entitled to exercise voting rights or any other rights attaching to the ownership of Shares of other securities of the Company, or be considered the owner of Shares by virtue of such crediting of Deferred Share Units.

No Other Benefit

4.10                No amount will be paid to Irons under this Plan to compensate for a downward fluctuation in the price of a Share, nor will any other form of benefit be conferred upon, or in respect of, Irons for such purpose.

Unfunded Plan

4.11                For greater certainty, this Plan will be an unfunded plan for tax purposes. Irons in her capacity as a holder of Deferred Share Units or related accruals under this Plan will have the status of a general unsecured creditor of the Company with respect to any relevant rights thereunder.

DATED this 12 th day of July 2015.

Exhibit 99.1

Diamante Announces New Chief Financial Officer

KELOWNA, British Columbia, July 9, 2015 /CNW/ -- Diamante Minerals, Inc. (OTCBB: DIMN), a natural resource company focused on the diamond sector, today announced the appointment of Jennifer Irons as the company's new chief financial officer, replacing Chad Ulansky, who will continue to serve as Diamante's chief executive officer.

"Bringing Jennifer aboard as CFO is a natural progression for Diamante as the company moves forward from being an inactive shell to a full-fledged diamond exploration company," Ulansky said. "Jennifer's experience is well positioned to support the demands of Diamante's expanding activities, and we welcome her expertise to the team."

Ms. Irons is the CFO for Metalex Ventures Ltd., Cantex Mine Development Corp. and Northern Uranium Inc., all companies listed on the TSX Venture Exchange.

She is a graduate of the University of Alberta and obtained her chartered accountant. designation in 2006.

About Diamante Minerals

Diamante Minerals acquires, explores and develops mineral properties, and is currently focused on the Batovi Diamond Project, located to the north of Paranatinga in Mato Grosso, Brazil.

For more information, please contact:

Evan Pondel
PondelWilkinson Inc.
Tel: (310) 279-5980

To view the original version on PR Newswire, visit: http://www.prnewswire.com/news-releases/diamante-announces-new-chief-financial-officer-300110856.html

SOURCE Diamante Minerals, Inc.

%SEDAR: 00036575E

CO: Diamante Minerals, Inc.

CNW 08:01e 09-JUL-15