Diamond Fields Resources Inc. has agreed to sell its Namibian diamond assets to Jean Boulle Diamond Mines Ltd. (JBDM), pursuant to a diamond business sale agreement dated Nov. 28, 2022. As consideration for the sale of the Namibian concessions, Diamond Fields is entitled to receive initial cash consideration in the amount of $150,000 (U.S.), annual cash payments in the amount of $100,000 (U.S.) and a 1-per-cent royalty on net sales from the Namibian concessions, after allowing for selling related costs.
The sale will enable Diamond Fields to focus on the development of its portfolio of West African gold exploration and development projects following the acquisition of Moydow Holdings Ltd.
The Namibian concessions comprise two deepwater licences (ML 111 and ML 139) that are 100 per cent owned by Diamond Fields’ subsidiary, Diamond Fields (Namibia) Pty. Ltd., as well as a shallow water licence (ML 32), owned by Namibian Diamond Company Pty. Ltd., a 70-per-cent owned subsidiary of Diamond Fields.
JBDM is controlled by Jean-Raymond Boulle, who, through Spirit Resources SARL, owns a 39.1-per-cent interest in Diamond Fields.
The annual payment (as to $90,000 for ML 111, and $5,000 each for ML 139 and ML 32) will cover the period beginning on Sept. 1, 2023, and end upon the earlier of: (i) JBDM no longer holding the relevant licence; or (ii) Sept. 1, 2035.
John McGloin, chief executive officer of Diamond Fields, commented:
“Since completing the acquisition of Moydow, we have identified the optimal strategic path for creating value from DFR’s portfolio.
“The sale of DFR’s diamond assets will enable us to focus on the development of our portfolio of attractive gold growth options whilst ensuring that DFR shareholders retain a share in any future diamond production. Recent progress at our Cascades gold project is encouraging and demonstrates the significant potential to expand the already reported mineral resource estimate.”
Closing of the transaction is subject to approval by the TSX Venture Exchange and any other required approvals.
In addition, as JBDM is controlled by Mr. Boulle, who, through Spirit Resources SARL, owns a 39.1-per-cent interest in Diamond Fields, the transaction constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The transaction is exempt from the formal valuation requirements of Section 5.4 of MI 61-101, pursuant to Subsection 5.5(b) of MI 61-101, and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101, pursuant to Subsection 5.7(1)(b) of MI 61-101.
Diamond Fields is a TSX Venture Exchange-listed exploration and mine development company focused on gold and other commodities in Africa. Following the acquisition of Moydow Holdings, Diamond Fields holds interests in a portfolio of West African gold exploration projects, including the highly prospective Cascades gold project in Burkina Faso. Cascades has a mineral resource prepared in accordance with National Instrument 43-101, comprising 5.41 million tonnes of indicated resources at an average grade of 1.52 grams per tonne (g/t) gold (Au), for a total 264,000 ounces of gold, and 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.
In Madagascar, Diamond Fields has an advanced high-grade hard rock zircon exploration prospect located in the west of the country, approximately 220 kilometres east of the port of Maintirano and close to a state road. Diamond Fields acquired Beravina from Pala Investments and Austral Resources in 2016.
