VANCOUVER, BC, Feb. 8, 2023
/CNW/ - DFR Gold Inc. (TSXV: DFR) ("DFR" or the
"Company") (formerly Diamond Fields Resources Inc.) announced today
that it closed its previously announced transaction with Jean
Boulle Diamond Mines Ltd. ("JBDM"), whereby JBDM agreed to purchase
the Company's Namibian diamond assets (the "Transaction") pursuant
to the terms of a diamond business sale agreement, which was signed
on November 28, 2022. The Transaction
received shareholder approval by written consent whereby
disinterested shareholders holding approximately 70% of the
Company's outstanding voting common shares approved the
Transaction, and final approval from the TSX Venture Exchange (the
"TSXV").
As consideration for the sale of the Namibian diamond assets,
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
diamond assets, after allowing for selling related costs. 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.
Because 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
as no securities of the Company are listed on certain exchanges
specified by 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)(a) of MI 61- 101 as, at the time the Transaction
was agreed to, neither the fair market value of the subject matter
of the Transaction nor the consideration therefor exceeded 25% of
the Company's market capitalization.
Notes to Editors:
DFR is a TSX Venture Exchange listed exploration and mine
development company focused on gold in Africa. 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. Please see the Company's technical report
titled "Amended and Re-stated Technical on the Labola Project
Burkina Faso" dated April 2, 2022
with an effective date of April 20,
2022 for further information regarding Cascades. This report
can be located on www.dfrgold.com and SEDAR.
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.dfrgold.com
The Company's public documents may be accessed at
www.sedar.com.
Neither the TSXV 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. Often, but not always,
forward-looking information can be identified by the use of words
such as "aim", "aspire", "strive", "will", "expect", "intend",
"plan", "believe" or similar expressions as they relate to DFR.
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
approvals; the ability to finance drilling campaigns; 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 DFR Gold Inc. (formerly Diamond Fields Resources
Inc.)