Diamond Fields Announces Sale of Namibian Diamond Assets
Diamond Fields Announces Sale of Namibian Diamond Assets
Vancouver, B.C. (November 28, 2022) – Diamond Fields Resources Inc. (TSX-
V:DFR) (“DFR” or the “Company”) announces that it has agreed to sell its
Namibian diamond assets (the “Namibian Concessions”) to Jean Boulle Diamond
Mines L td. (“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.
END
DIAMOND FIELDS RESOURCES INC.
John McGloin, CEO
Contact: [email protected]
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
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: Error! Hyperlink reference not valid.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.