Diamond Fields Resources Inc. has closed its acquisition of Moydow Holdings Ltd. subject to final approval by the TSX Venture Exchange.
Transformative acquisition of a portfolio of gold exploration and development projects in West Africa that positions Diamond Fields for future growth;Initial focus on Labola, a highly prospective gold exploration project in Burkina Faso with an indicated resource of 264,000 ounces at 1.52 grams per tonne and an inferred resource of 371,000 oz at 1.67 g/t. New drill campaign already launched with results expected in Q3;Additional exposure to minority, joint venture interests in projects located in Mali (Kalaka — 40 per cent) and Nigeria (up to 32.5 per cent), providing multistage exploration prospects;Highly experienced management and board with record in discovering and developing gold projects in Africa;Strong shareholder base able to support Diamond Fields’ ambitious growth plans with over $6-million raised from existing shareholders as well as directors and officers since the announcement of the Moydow acquisition;Board changes to be effective following final approval of the TSX-V.
- Transformative acquisition of a portfolio of gold exploration and development projects in West Africa that positions Diamond Fields for future growth;
- Initial focus on Labola, a highly prospective gold exploration project in Burkina Faso with an indicated resource of 264,000 ounces at 1.52 grams per tonne and an inferred resource of 371,000 oz at 1.67 g/t. New drill campaign already launched with results expected in Q3;
- Additional exposure to minority, joint venture interests in projects located in Mali (Kalaka — 40 per cent) and Nigeria (up to 32.5 per cent), providing multistage exploration prospects;
- Highly experienced management and board with record in discovering and developing gold projects in Africa;
- Strong shareholder base able to support Diamond Fields’ ambitious growth plans with over $6-million raised from existing shareholders as well as directors and officers since the announcement of the Moydow acquisition;
- Board changes to be effective following final approval of the TSX-V.
The transaction received shareholder approval on June 9, 2022, and all closing conditions as set out in the management information circular of April 29, 2022, have been satisfied. The transaction was originally announced by Diamond Fields on Aug. 25, 2021.
Diamond Fields is now well positioned for future growth with an exciting portfolio of assets, a strong management team and board as well as supportive shareholders.
John McGloin, chief executive officer of Diamond Fields Resources, stated: “The acquisition of Moydow is transformative for DFR, as it delivers a portfolio of attractive gold growth options in prospective regions at various stages of development. We are particularly excited by the highly prospective Labola gold project in Burkina Faso, where we have already identified many opportunities for resource expansion and launched a drill program that is expected to deliver results in the third quarter of 2022.
“I believe our strong management team, local presence on the ground and supportive shareholders means we have the necessary pieces in place to rapidly progress the portfolio of assets we have assembled and to create value for all stakeholders.”
Al Gourley, chairman of Diamond Fields Resources, said: “The combination of DFR and Moydow provides a strong platform for us to create a new force in West African gold exploration. The team has put an enormous amount of work into this transaction, and I’m delighted by the speed with which we are moving to capitalize on the opportunities we have assembled.
“The resignations of Phil Murphy, Francois Colette and Rod Baker from the board shall become effective after receipt of the final approval of the transaction from the TSX-V. On behalf of the board and the company, I thank Phil, Rod and Francois for their dedication and support during numerous years of their tenure with the company and wish them the best.”
Exciting portfolio
The Labola project, Burkina Faso (Diamond Fields: 80-per-cent interest)
On Oct. 25, and ahead of schedule, the company announced a maiden mineral resource prepared in accordance with National Instrument 43-101 on Labola. The mineral resource comprises:
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; 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.
- 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;
- 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.
Reference is made to the report entitled “Diamond Fields Resources Inc. Amended and Re-stated Technical Report on the Labola Project Burkina Faso” dated April 2, 2022, with an effective date of April 20, 2022, was prepared by Ivor W.O. Jones, MSc, PGeo, FAusIMM, John Asafo-Akowuah, MS, MAIG, and Alan Riles, BMet, MEconGeol (collectively the QPs (qualified persons)). The amended Labola report is available for review on SEDAR and the company’s website.
Three mineralized zones have been outlined at Labola from the various drilling programs and each zone is open in all directions. Many opportunities for resource expansion have been identified which include extensions to the current pit constrained resources. The positive results contained in the mineral resource estimate indicate that Labola is a highly prospective project and an exceptional opportunity for future development.
Drilling at the Labola project has commenced ahead of schedule in Q2 2022 and is targeting multiple newly identified zones along a mineralized strike length of 30 km. The footprint of the Labola project has also been extended by an additional 243 square km following Moydow’s acquisition of an option over an exploration licence contiguous to the existing licence area. Importantly the company now has control of a full 30 km strike length of identified mineralization surrounding Moydow’s original Labola project.
Burkina Faso, where Labola is situated, has excellent underexplored gold potential and has seen the construction of 14 mines in the last 14 years.
The Kalaka project, Mali (Diamond Fields: 40-per-cent interest)
Kalaka is located 260 km southeast of Bamako in South Mali, 80 km south of the eight-million-ounce Morila gold mine owned by Barrick/AngloGold. Previous exploration work indicates a large, low-grade zone of mineralization with multiple drill intersections exceeding 150 m at the 0.5 g/t Au level at the K1A prospect. Kalaka benefits from extensive undrilled potential, including higher-grade zones identified by artisanal workings and induced polarization (IP) anomalies. An exploration program is currently under way including a recently completed further gradient array IP survey over the southern part of the Kalaka licence area.
Gurara project, Nigeria (Diamond Fields: 25.5-per-cent indirect interest with an option to earn up to 32.5 per cent)
Diamond Fields holds interests in four gold exploration projects in Nigeria, where historically very little systematic, modern exploration has been undertaken. The licences, which comprise two projects (Dagma and Paimasa), are located within the gold-bearing (Schist belt) terrain of the Benin-Nigeria shield, which has broad similarities to the Birimian of the Man shield of West Africa. This area has become one of the most productive gold provinces globally over the past 35 years. Diamond Fields also benefits from a strong local operating partner in PW Nigeria Ltd.
Beravina zircon project, Madagascar (Diamond Fields: 100-per-cent interest)
The project is located in Western Madagascar within the Melaky region, covering 625 hectares and is approximately 220 km east of the port of Maintirano, near a state road. A National Instrument 43-101 technical report filed by the company on Jan. 29, 2019, reported an inferred mineral resource estimate of 1.5 million tonnes grading 22.7 per cent zircon (ZrSiO4) (equivalent to 15.3 per cent ZrO2).
Namibia diamond projects
Through its Namibian subsidiaries, the company owns several offshore mining licences in Namibia, including ML111 where the company had historic diamond production (2001 to 2008, 2016 and 2018 to 2019). The company commenced a six-month (non-continuous) mining campaign on Nov. 10, 2018, which was suspended on Jan. 13, 2019. The company also owns diamond licences ML139 and 70 per cent of ML32.
Highly experienced management and board
Following the closing of the transaction, Diamond Fields will benefit from an enhanced management team with significant relevant expertise in the mining and exploration industry that is well positioned to create value. Diamond Fields has also assembled a strong team of geologists based in Burkina Faso to enable the delivery of the company’s ambitious plans.
Executive team
John McGloin, chief executive officer and director
Mr. McGloin was previously the chairman and chief executive officer of Amara Mining as it progressed its Yaoure project in Ivory Coast from discovery through to feasibility study and oversaw a growth in the resource base from 200,000 ounces to over six million oz prior to Amara’s acquisition by Perseus Mining.
Sybrand Van der Spuy, chief operating officer and director
Mr. Van der Spuy retired from the South African National Defence Force in 1998 and has held senior roles in the management of projects and the mitigation of operational risk within the mining and oil and gas industries. He has also served as strategic consultant to various governments with respect to operational and critical infrastructure requirements following extensive Middle Eastern and African experience in these areas.
Jean Lindberg Charles, chief financial officer
Mr. Lindberg Charles is an experienced CFO and financial manager with more than 20 years of experience in the mining, fishing and leisure industries across Africa. Prior to his appointment, he was CFO of Afritex, a group engaged in the harvesting of fish and other seafood in Mauritius and Mozambique for export worldwide. Between 2005 and 2014 Mr. Lindberg Charles held a number of senior positions, including CFO, at Sierra Rutile Limited, an Alternative Investment Market-listed mining company producing rutile and zircon in Sierra Leone that was acquired by lluka Resources in 2016.
Kieran Harrington, PGeo, vice-president of exploration
Mr. Harrington is a professional geologist with more than 35 years of experience in the metals exploration and mining sector. Mr. Harrington brings a strong record of discovery, particularly in gold in West Africa, including as chief geologist and COO at Glencar Mining PLC where he led the technical teams in the discovery of both the Wassa deposit in Ghana, and Komana/Yanfolila deposit in Mali, two large-scale operating mines.
Djeneba Coulibaly Sagara, country manager for Burkina Faso
Ms. Coulibaly Sagara has more than 20 years of experience in senior administrative and finance roles in West African companies, including over 17 years working for various mining and exploration companies. She has a significant record, which has included roles as diverse as country manager, deputy general manager, and administrative and financial director that will significantly benefit the company in developing its activities in Burkina Faso.
Board
Upon receipt of the final approval of the transaction from the TSX-V, the Diamond Fields board shall comprise these non-executive directors.
Brian Kiernan, non-executive director and chairman
Mr. Kiernan has over 25 years of experience in the exploration and mining business in Africa and North America. Previously, Mr. Kiernan was CEO of the successful exploration and development company Moydow Mines International Inc. where he oversaw the discovery and development of a world-class gold deposit, Subika, which is now a Newmont mine called Ahafo. Mr. Kiernan is also the chairman of Minerex Drilling Contractors Ltd., a privately owned West African drilling contractor and was previously the executive chairman of Moydow Holdings.
Carlo Baravalle, non-executive director
Mr. Baravalle co-founded AMED Funds, a private equity manager focused on mineral resource investments, which has raised and invested approximately $500-million in the last 10 years. One of three founding partners, he leads the structuring, financial and tax aspects of the investments, in addition to the structuring and operations of the fund, investor relations and compliance. He holds an MBA from INSEAD and has held numerous roles in the European and North American telecoms industry, including director of the corporate finance telecoms team at Warburg. In 2006 he co-founded NCP, a private equity fund of funds aimed mainly at Italian institutional investors, which raised over $150-million (U.S.) and is successfully invested in mid-cap and restructuring funds and co-investments globally.
Bertrand Boulle, non-executive director
Mr. Boulle has worked for De Beers and various independent diamond producers in the Democratic Republic of the Congo, Angola, Sierra Leone and Guinea Conakry. Mr. Boulle has over 20 years of management experience as a senior executive in global financial markets within the European Union and Mauritius.
Len Comerford, non-executive director
Mr. Comerford is chief executive officer of PW Mining, a contract mining and civil engineering construction firm which operates across Africa. He is a civil engineer with more than 30 years of experience in countries as diverse as Ghana, Burkina Faso, Mali, Tanzania, Nigeria, Ivory Coast, Republic of the Congo and Sierra Leone where he has negotiated and executed major mining, civil, and offshore engineering contracts. He was also previously chief executive officer of Sierra Rutile Ltd. (previously Titanium Resources Group).
Al Gourley, non-executive director
Mr. Gourley is an experienced mining director and executive who was chairman of Diamond Fields’ board from 2016 until closing of the transaction. He currently serves as the London, United Kingdom, regional managing partner of Fasken Martineau LLP, a leading mining law firm, and is a globally recognized resource lawyer.
David Reading, non-executive director
Mr. Reading has over 35 years of experience in the mining industry covering all stages of mine development, including exploration, feasibility, financing, construction and operations. He has an MSc in economic geology and is a fellow of the Institute of Materials, Minerals and Mining. His previous positions include chief executive officer of Aureus Mining, CEO of European Goldfields and general manager of African exploration for Randgold Resources. In addition, Mr. Reading has held senior exploration and project development positions for Anglo American and Phelps Dodge. In these roles, Mr. Reading has overseen the financing and development of numerous mines across the world, including several in Africa.
The resignations of Philip Murphy, Norman (Rod) Baker and Francois Collette as non-executive directors shall become effective after receipt of the final approval of the transaction from the TSX-V.
Strong shareholder base
Since announcing the transaction, Diamond Fields has raised over $6-million from existing shareholders, as well as directors and officers, to support its growth plans. This has comprised a $3.0-million cash injection and debt conversion at 21.7 U.S. cents/share by Mr. Kiernan and Mr. Boulle (through Spirit Resources SARL) as well as a subscription to raise $3.1-million cash and $100,000 debt conversion at 20 cents a share primarily from existing shareholders and management. The securities issued in respect of the financings and insider debt settlements that closed on June 28, 2022, are subject to a hold period expiring on Oct. 29, 2022 (reference is made to the management information circular dated April 29, 2022, and filed on the company’s profile on SEDAR on May 9, 2022, for full particulars). These funds have enabled Diamond Fields to rapidly commence the resource expansion and exploration campaign at Labola, which is expected to complete in Q3.
The company has 178,940,221 common shares issued and outstanding after closing the transaction. The major holders in Diamond Fields’ outstanding share capital following completion, are Mr. Boulle (39.7 per cent), Mr. Kiernan (37.1 per cent), and other directors and officers (6.4 per cent).
The participation of insiders in the financings and insider debt settlements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the company issued to insiders did not exceed 25 per cent of its market capitalization.
David J. Reading, MSc, FIMM, fellow SEG, a director of Diamond Fields and a qualified person as defined under Canadian National Instrument 43-101 — Standards of Disclosure for Mineral Projects, has prepared or supervised the preparation of, or approved, as applicable, the technical information contained in this press release. Mr. Reading has over 40 years of experience in the mining industry covering all stages of mine development, including exploration, feasibility, financing, construction and operations. He has an MSc in economic geology and is a fellow of the Institute of Materials, Minerals and Mining and of the Society of Economic Geologists.
