Key points
- Afri-Can will issue 9.75 million shares to IMDH and 3.25 million shares to BVI, plus a US$100,000 cash payment to IMDH, for the initial 20 per cent stake in Thyme.
- To acquire the remaining 80 per cent, Afri-Can must start a geophysical survey within three months of the first share exchange and pay IMDH US$50,000 upon starting it.
- Afri-Can must complete an initial resource delineation sampling program before Dec. 31, 2012, and issue 52 million shares to IMDH and BVI, with the total for 100 per cent of Thyme unchanged at 65 million shares.
- EPL 3403 covers approximately 800 square kilometres and is adjacent to and north of Namdeb’s Atlantic 1 mining lease ML 47, the world’s largest marine diamond deposit, which produces more than 1.1 million carats per year.
Afri-Can Marine Minerals Corp. has received TSX Venture Exchange approval to exercise its option to acquire 20 per cent of the shares of Thyme Investments Pty. Ltd., the owner of 100 per cent of the exploration and prospecting licence (EPL) 3403 marine diamond concession in Namibia. The approval was conditional upon International Dredging and Holding Ltd. (IMDH) and BV Investments Four Hundred and Nine Pty. Ltd. (BVI) confirming the following:
Thyme assets shall only comprise EPL 3403 and shall be free of any other
assets, debts and charges;IMDH and BVI shall request the consent of Afri-Can for any corporate
transaction until the acquisition is completed;A legal opinion confirming that EPL 3403 is in good standing and is free
of any charges;The conditions have all been met and appropriate documentation has been
filed with the exchange.
- Thyme assets shall only comprise EPL 3403 and shall be free of any other
assets, debts and charges;
- IMDH and BVI shall request the consent of Afri-Can for any corporate
transaction until the acquisition is completed;
- A legal opinion confirming that EPL 3403 is in good standing and is free
of any charges;
- The conditions have all been met and appropriate documentation has been
filed with the exchange.
The Thyme share purchase agreement announced on Oct. 12, 2010, between Afri-Can, IMDH and BVI has been amended as detailed below:
In consideration for 20 per cent of Thyme’s shares, Afri-Can will issue
9.75 million common shares to IMDH and 3.25 million common shares to BVI, and
make a cash payment of $100,000 (U.S.) to IMDH. In consideration for the acquisition of the remaining 80 per cent of Thyme’s
shares, Afri-Can shall complete the following:Start a geophysical survey within three months of the first share exchange
regarding 13 million common shares in Afri-Can and 20 per cent of the shares in
Thyme;
Make a cash payment of $50,000 (U.S.) to IMDH upon starting the survey;Complete an initial resource delineation sampling program before
Dec. 31, 2012, and issue 52 million common shares to IMDH and BVI;The geophysical survey will cover a minimum of 1,000 line kilometres on
an area of 90 square kilometres. The sampling program will extract a
minimum of 300 samples and/or last for a maximum of 30 days.
The total number of shares that Afri-Can will issue for 100 per cent of Thyme’s
shares remains unchanged from the original agreement at 65 million
common shares.
- In consideration for 20 per cent of Thyme’s shares, Afri-Can will issue
9.75 million common shares to IMDH and 3.25 million common shares to BVI, and
make a cash payment of $100,000 (U.S.) to IMDH.
- In consideration for the acquisition of the remaining 80 per cent of Thyme’s
shares, Afri-Can shall complete the following: Start a geophysical survey within three months of the first share exchange
regarding 13 million common shares in Afri-Can and 20 per cent of the shares in
Thyme; Make a cash payment of $50,000 (U.S.) to IMDH upon starting the survey; Complete an initial resource delineation sampling program before
Dec. 31, 2012, and issue 52 million common shares to IMDH and BVI; The geophysical survey will cover a minimum of 1,000 line kilometres on
an area of 90 square kilometres. The sampling program will extract a
minimum of 300 samples and/or last for a maximum of 30 days. The total number of shares that Afri-Can will issue for 100 per cent of Thyme’s
shares remains unchanged from the original agreement at 65 million
common shares.
- Start a geophysical survey within three months of the first share exchange
regarding 13 million common shares in Afri-Can and 20 per cent of the shares in
Thyme;
- Make a cash payment of $50,000 (U.S.) to IMDH upon starting the survey;
- Complete an initial resource delineation sampling program before
Dec. 31, 2012, and issue 52 million common shares to IMDH and BVI;
- The geophysical survey will cover a minimum of 1,000 line kilometres on
an area of 90 square kilometres. The sampling program will extract a
minimum of 300 samples and/or last for a maximum of 30 days.
- The total number of shares that Afri-Can will issue for 100 per cent of Thyme’s
shares remains unchanged from the original agreement at 65 million
common shares.
Since the approval has been confirmed, the technical teams of Afri-Can and IMDH have resumed planning for the geophysical survey. Details and schedule of the program will be disclosed to investors in a separate press release.
Pierre Leveille, president and chief executive officer of Afri-Can, stated that: “We are pleased that the regulatory issues related to the approval have been resolved. The amendment provides better terms for the parties involved. Our previous sampling program has demonstrated the considerable potential of EPL 3403 and we are now able to focus on its development in order to unlock value for our shareholders.”
EPL 3403 covers approximately 800 square kilometres, and is adjacent to and 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.
