VANCOUVER, BC, Nov. 28,
2022 /CNW/ - Diamond Fields Resources Inc.
(TSXV: DFR) ("DFR" or the "Company") announces that it has agreed
to sell its Namibian diamond assets (the "Namibian Concessions") to
Jean Boulle Diamond Mines Ltd. ("JBDM") pursuant to a diamond
business sale agreement dated November 28,
2022. As consideration for the sale of the Namibian
Concessions, DFR is entitled to receive initial cash consideration
in the amount of US$150,000, annual
cash payments in the amount of US$100,000 (the "Annual Payment"), and a 1%
royalty of net sales from the Namibian Concessions, after allowing
for selling related costs.
The sale will enable DFR to focus on the development of its
portfolio of West African gold exploration and development projects
following the acquisition of Moydow Holdings Limited
("Moydow").
The Namibian Concessions comprise two deep water licenses (ML
111 and ML 139) that are 100% owned by DFR's subsidiary
Diamond Fields (Namibia) (Pty) Limited, as well as, a shallow
water license (ML 32), owned by Namibian Diamond Company (Pty)
Limited, a 70% owned subsidiary of DFR (each of the foregoing
licenses, a "License").
JBDM is controlled by Jean-Raymond Boulle who, through Spirit
Resources SARL, owns a 39.1% interest in DFR.
The Annual Payment (as to $90,000
for ML111, $5,000 each for ML139 and
ML32) will cover the period beginning on September 1, 2023 and end upon the earlier of:
(i) JBDM no longer holding the relevant License or (ii)
September 1, 2035.
John McGloin, CEO of DFR,
commented:
"Since completing the acquisition of Moydow we have identified
the optimal strategic path for creating value from DFR's
portfolio.
"The sale of DFR's diamond assets will enable us to focus on the
development of our portfolio of attractive gold growth options
whilst ensuring that DFR shareholders retain a share in any future
diamond production. Recent progress at our Cascades Gold Project is
encouraging and demonstrates the significant potential to expand
the already reported mineral resource estimate."
Closing of the transaction is subject to approval by the TSX
Venture Exchange and any other required approvals. The TSX Venture
Exchange has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this news release.
In addition, as JBDM is controlled by Jean-Raymond Boulle who,
through Spirit Resources SARL, owns a 39.1% interest in DFR, the
transaction constitutes a related party transaction as defined
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The
transaction is exempt from the formal valuation requirements of
Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101
and exempt from the minority shareholder approval requirements of
Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(b) of MI 61-
101.
Notes to Editors:
DFR is a TSX Venture Exchange listed exploration and mine
development company focused on gold and other commodities in
Africa. Following the acquisition
of Moydow Holdings Limited, DFR holds interests in a portfolio of
West African gold exploration projects including the highly
prospective Cascades gold project ("Cascades") in Burkina Faso. Cascades has a Mineral Resource
prepared in accordance with NI 43-101 comprising 5.41 million
tonnes of indicated resources at an average grade of 1.52 g/t Au
for a total 264,000 ounces of gold: and 6.93 million tonnes of
inferred resources at an average grade 1.67 g/t Au for a total of
371,000 ounces of gold.
In Madagascar, DFR has an
advanced high grade hard rock zircon exploration prospect located
in the west of the country, approximately 220km east of the port of
Maintirano and close to a state road. DFR acquired Beravina from
Pala Investments and Austral Resources in 2016.
Website: www.diamondfields.com
The Company's public documents may be accessed at
www.sedar.com
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking
Statements:
This release contains certain "forward-looking information"
within the meaning of applicable Canadian securities legislation.
All statements other than statements of historical fact in this
release that address activities, events or developments that DFR
expects or anticipates will or may occur in the future are
forward-looking statements or information. Forward-looking
statements contained in this release include, without limitation,
statements (i) relating to our strategies, (ii) relating to our
anticipated divestiture of the Namibian Concessions, (iii) relating
to our gold exploration and development projects (iv) relating to
the expected impact of the transaction on our business and
financial results, (vi) that are predictive in nature or that
depend upon or refer to future events or conditions, and (vii) that
include words such as "aim", "aspire", "strive", "will", "expect",
"intend", "plan", "believe" and similar expressions.
Forward- looking information is subject to a variety of risks
and uncertainties which could cause actual events or results to
materially differ from those reflected in the forward-looking
information.
There are a number of important factors that could cause DFR's
actual results to differ materially from those indicated or implied
by forward-looking statements and information. Such factors
include, among others: the ability to obtain requisite regulatory
and any other required approvals; commodity prices; the gold
exploration and mining industry in general; the potential impact of
the announcement on relationships; including with regulatory
bodies, employees; suppliers, customers and competitors;
changes in general economic, business and political conditions,
including changes in the financial markets; changes in applicable
laws; and compliance with extensive government regulation. Should
one or more of these risks, uncertainties or other factors
materialize, or should assumptions underlying the forward-looking
information or statement prove incorrect, actual results may vary
materially from those described herein as intended, planned,
anticipated, believed, estimated or expected.
DFR cautions that the foregoing list of material factors is not
exhaustive. When relying on DFR's forward-looking statements and
information to make decisions, shareholders should carefully
consider the foregoing factors and other uncertainties and
potential events. DFR has assumed that the material factors
referred to in the previous paragraph will not cause such forward
looking statements and information to differ materially from actual
results or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance
that such assumptions will reflect the actual outcome of such items
or factors. The forward-looking information contained in this
release represents the expectations of DFR as of the date of this
release and, accordingly, is subject to change after such date.
Readers should not place undue importance on forward looking
information and should not rely upon this information as of any
other date. While DFR may elect to, it does not undertake to update
this information at any particular time except as required in
accordance with applicable laws.
SOURCE Diamond Fields Resources Inc.