VANCOUVER, Jan. 15, 2020 /CNW/ - 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$1,000,000; 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 closing 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.
Notes to Editors:
DFR is a TSX Venture Exchange listed exploration and mine
development company with assets in Madagascar 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 diamond 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.
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 information 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 other 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 certain 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 and 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 equity 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 required 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
regulatory authorities in Canada.
All forward looking statements and information contained in this
News Release are qualified by this cautionary statement.
SOURCE Diamond Fields Resources Inc.