Afri-can Announces $3 Million Financing

Afri-Can Marine Minerals Corp. has entered into a financing agreement with Trinity Assets Management International Ltd. of Mauritius. Trinity agrees to subscribe in a private placement of $3-million in Afri-Can under the following terms and conditions:

Trinity has agreed to subscribe to a maximum amount of $3-million by

way of a private placement of units.The private placement is conditional upon a consolidation of Afri-Can’s

issued and outstanding common shares at a ratio of four preconsolidation

common shares for one postconsolidation common share. The share

consolidation is conditional upon approval by Afri-Can’s shareholders,

expected within 60 days of this press release.

The private placement will comprise a maximum of 18.75 million units of

Afri-Can at a subscription price of 16 cents per unit. Each unit will

consist of one common share and one common share purchase

warrant of Afri-Can. Each full warrant will entitle the holder thereof,

during a period of 36 months from the date of closing of the private

placement, to purchase one Afri-Can common share at an exercise

price of 20 cents per common share. Each security issued pursuant to the

placement will have a mandatory four-month hold period.

Trinity will provide Afri-Can with an advance of $500,000 within 14 days

of signing the agreement. The advance will be convertible in 3,125,000 units upon closing of the private placement. These units are

included in the 18.75 million units described above. In the event that

the share consolidation and private placement are not completed within three months from the signing of the agreement, Afri-Can shall reimburse

Trinity or negotiate a new agreement.Upon closing of the private placement, Afri-Can will seek a listing for

its common shares on South Africa’s alternative exchange, AltX.Trinity will be entitled to appoint one director to the board of Afri-Can.

  • Trinity has agreed to subscribe to a maximum amount of $3-million by

way of a private placement of units.

  • The private placement is conditional upon a consolidation of Afri-Can’s

issued and outstanding common shares at a ratio of four preconsolidation

common shares for one postconsolidation common share. The share

consolidation is conditional upon approval by Afri-Can’s shareholders,

expected within 60 days of this press release.

  • The private placement will comprise a maximum of 18.75 million units of

Afri-Can at a subscription price of 16 cents per unit. Each unit will

consist of one common share and one common share purchase

warrant of Afri-Can. Each full warrant will entitle the holder thereof,

during a period of 36 months from the date of closing of the private

placement, to purchase one Afri-Can common share at an exercise

price of 20 cents per common share. Each security issued pursuant to the

placement will have a mandatory four-month hold period.

  • Trinity will provide Afri-Can with an advance of $500,000 within 14 days

of signing the agreement. The advance will be convertible in 3,125,000 units upon closing of the private placement. These units are

included in the 18.75 million units described above. In the event that

the share consolidation and private placement are not completed within three months from the signing of the agreement, Afri-Can shall reimburse

Trinity or negotiate a new agreement.

  • Upon closing of the private placement, Afri-Can will seek a listing for

its common shares on South Africa’s alternative exchange, AltX.

  • Trinity will be entitled to appoint one director to the board of Afri-Can.

The agreement and private placement are subject to the approval of the TSX Venture Exchange.

Proceeds from the private placement will be used for geophysical surveying and sampling in anticipation of trial mining on specific areas of marine diamond exclusive prospecting licence (EPL) 3403 in Namibia and for general operating expenses.

The geophysical survey will start before the end of April, 2012, and the company will advise shareholders of the exact departure date in due course.

Pierre Leveille, president and chief executive officer of Afri-Can, stated that: “The agreement announced today establishes several key pillars for the future growth of Afri-Can. It enables us to proceed with development of EPL 3403 and complete the acquisition of 100-per-cent ownership of EPL 3403. It brings strongly motivated investors to assist with development of marine diamonds. The proposed share consolidation will establish Afri-Can on a stronger trading, financial and development basis.”

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 Namibia and De Beers Centenary AG), which is the largest marine diamond deposit in the world. ML 47 currently produces in excess of 1.1 million carats per year.

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