Diamond Fields Announces C$1,000,000 Debt and Equity Financing
Diamond Fields Announces C$1,000,000 Debt and Equity Financing
Vancouver, B.C. (January 15, 2020) – Diamond Fields Resources Inc. (TSX -V: DFR)
(“DFR” or the “Company”) announces that it has signed a binding term sheet to raise
C$1,000,000 in working capital from Albert C. Gourley, Non -Executive Chairman, and its
major shareholder, Spirit Resources SARL (“the Lenders”).
Each Lender will subscribe for C$100,000 worth of common shares at an issue price of
C$0.20 per Common Share and advance the Company C$400,000 at an interest rate of 10%
repayable on 31 December 2020 (“ the Loan”) giving the Company working capital of
C$1,000,000 in aggregate.
The Loan may be repaid earlier in the event that the Company and its subsidiaries: complete
an equity financing or otherwise receive funding, payments or income equal to C$1,000,00 0;
or the Company’s Namibian subsidiary receives authorisation from the Bank of Namibia to
remit not less than US$500,000 from Namibia (which the Company expects to receive in
2020).
As the Lenders are insiders of the Company, the Loan and the issuance of the Common
Shares will constitute related party transactions within the meaning of TSX Venture
Exchange Policy 5.9 and Multilateral Instrument 61 -101 (“MI 61 -101”). The Company
intends to rely on the exemptions from the valuation and minority shareholder approval
requirements of MI 61-101 contained in Sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 in
respect of such insider participation. The material change report in relation to the transactions
described herein may be filed less than 21 days before c losing as the Company intends to
complete as soon as is commercially feasible.
The transaction is subject to approval of the TSX Venture Exchange.
The Common Shares will be subject to a four month hold period.
DIAMOND FIELDS RESOURCES INC.
Sybrand van der Spuy, CEO and Director
Contact: +27 78 4558700
Michael Oke/Andy Mills: +44 20 7321 0000
Aura Financial LLP: www.aura-financial.com
Notes to Editors:
DFR is a TSX Venture Exchange listed exploration and mine development company with
assets in Mada gascar and Namibia. In Madagascar, DFR is developing the Beravina Project
in cooperation with Denham Mining Fund LP. Beravina is 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 near a state road. DFR acquired Beravina from Pala Investments
and Austral Resources in 2016. In Namibia, International Mining and Dredging Holdings
(Pty) Limited is undertaking an initial six month (non -continuous) offshore diamon d mining
program on DFR’s ML 111 licence area. The ML 111 concession has a ten -year mining
licence, effective until 4 December 2025, and lies within Luderitz Bay between Diaz Point in
the south and Marshall Rocks in the north and at depths of 15 to 70 metres.
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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.
Cautionary Note about Forward-looking Statements and Information
Certain of the statements made herein may contain forward -looking statements or information within
the meaning of the applicable Canadian securities laws. Often, but not always, forward -looking
statements and forward -looking information can be identified by the use of words such as “plans”,
“expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be
taken, occur or be achieved. Forward -looking statements or informatio n herein include, but are not
limited, to statements or information with respect to the completion and timing of the Loan and the
sale of common shares of the Company, the repayment of the Loan, and the completion and timing of
any future equity financing or receipt of other funding or receipt of authorisation from the Bank of
Namibia to remit funds.
Forward-looking statements and forward -looking information by their nature are based on
assumptions and involve known and unknown risks, uncertainties and othe r factors which may cause
the actual results, performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements
or information. We have made ce rtain assumptions about the forward -looking statements and
information, including the ability to receipt the approvals required to complete the sale of shares of
the Company or the Loan, the receipt of approvals for any future equity financing or funding a nd the
authorisation of the Bank of Namibia. Although our management believes that the assumptions made
and the expectations represented by such statements or information are reasonable, there can be no
assurance that the forward-looking statements or information will prove to be accurate. Furthermore,
should one or more of the risks, uncertainties or other factors materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those described in forward -
looking statements or information. These risks, uncertainties and other factors include, among others,
the following: inability to obtain the required approvals for the sale of shares of the Company and the
Loan, inability to obtain required approvals for any future equ ity financing or funding as well as
those factors discussed in the section entitled “Risk Factors" in the Company's most recent
Management Discussion and Analysis filed on SEDAR.
There can be no assurance that forward -looking statements or information will prove to be accurate,
as actual results and future events could differ materially from those anticipated in such statements.
Accordingly, you should not place undue reliance on the forward -looking statements or information
contained herein. Except as requ ired by law, we do not expect to update forward -looking statements
and information continually as conditions change and you are referred to the full discussion of the
Company's business contained in the Company's reports filed with the securities regulator y
authorities in Canada.
All forward looking statements and information contained in this News Release are qualified by this
cautionary statement.