Afri-can to Proceed with $2.5 Million Private Placement and Acquire Marine Diamond Concession in Namibia

Afri-Can Marine Minerals Corp. will close a non-brokered private placement totalling $2.5-million, of which currently $2.0-million has been committed to acquire shares of Thyme Investment (Pty.) Ltd., the owner of the EPL 3403 marine diamond concession in Namibia. Terms of the acquisition were previously announced in Stockwatch news on Oct. 12, 2010, and amended in Stockwatch on Jan. 6, 2011. Closing of the private placement is subject to the approval of the TSX Venture Exchange.

The private placement will comprise a maximum of 36 million units of Afri-Can, at a subscription price of seven cents per unit. Each unit will consist of one common share and one-half common share purchase warrant of the company. Each full warrant will entitle the holder thereof, during a period of 24 months from the date of closing of the placement, to purchase one Afri-Can common share at an exercise price of 11 cents per common share. Each security issued pursuant to the placement will have a mandatory four-month holding period from the date of closing of the placement.

The Thyme share purchase agreement between Afri-Can, and International Dredging and Holding Ltd. and BV Investments Four Hundred and Nine (Pty.) Ltd. has been amended. The agreement now stipulates that Afri-Can undertakes (a) to raise a minimum of $2-million (U.S.) upon TSX Venture Exchange approval of the agreement but no later than March 15, 2011, (previously no later than Jan. 31, 2011), and (b) to raise the balance of $3.5-million (U.S.) within 90 days of the completion of the first sampling phase (previously no later than March 31, 2011). The first sampling phase will commence after closing of the private placement.

EPL 3403 covers approximately 800 square kilometres and is adjacent to the north of the Atlantic One mining lease (ML) 47 (owned by Namdeb Diamond Corp. (Pty.) Ltd., a 50/50 partnership between the government of the Republic of Namibia and De Beers Centenary AG), which is the largest marine diamond deposit in the world. ML 47 is currently producing in excess of 1.1 million carats per year.

The technical teams of Afri-Can and IMDH have completed the program planning, and the sampling program will start shortly after the transaction has been approved by the TSX Venture Exchange. Details of the program will be disclosed to the shareholders in a subsequent press release.

Afri-Can awaits the approval of the TSX Venture Exchange with regard to an independent revision of the National Instrument 43-101-compliant qualifying report submitted by Richard Foster of Delmar Geoservices Ltd. that was filed on SEDAR and disclosed in Stockwatch news on Nov. 10, 2010. The revision was prepared by VP3 Geological Services (Pty.) Ltd. of South Africa and submitted for comment to the TSX Venture Exchange in early January, 2011.

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