Key points
- The TSX Venture Exchange gave conditional approval for Afri-Can’s acquisition of Thyme Investment (Pty.) Ltd., owner of the roughly 800-square-kilometre EPL 3403 marine diamond concession in Namibia.
- The acquisition requires shareholder approval for the issuance of 65 million new Afri-Can common shares, to be voted on at the January 26, 2011 annual general and special meeting.
- Afri-Can, IMDH and BVI amended their agreement so Afri-Can must raise $2-million (U.S.) by January 31, 2011 and the remaining $3.5-million (U.S.) by March 31, 2011.
- EPL 3403 is adjacent to Namdeb Diamond Corp.’s Atlantic One mining lease (ML 47), which is currently producing more than 1.1 million carats per year.
Afri-Can Marine Minerals Corp. has received conditional approval from the TSX Venture Exchange regarding the acquisition of the shares of Thyme Investment (Pty.) Ltd., the owner of EPL 3403 marine diamond concession in Namibia, previously disclosed in a press release in Stockwatch dated Oct. 12, 2010. EPL 3403 covers about 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.
In order to obtain the approval of the TSX Venture Exchange and complete the transaction, Afri-Can must receive approval from its shareholders for the acquisition by Afri-Can of up to 100 per cent of the issued and outstanding share capital of Thyme Investments, including the issuance of a total of 65 million new common shares of Afri-Can and the creation of a control shareholder that could result from the issuance of those shares.
Furthermore, the TSX Venture Exchange requires that an independent revision of the National Instrument 43-101-compliant qualification report submitted by Richard Foster of Delmar Geoservices Ltd. and disclosed in the press release in Stockwatch dated Nov. 10, 2010, be filed on SEDAR. The revision is presently being prepared by VP3 Geological Services (Pty.) Ltd. of South Africa and will be completed before Afri-Can’s forthcoming annual general and special meeting of shareholders on Jan. 26, 2011.
The notice and information circular for the annual general and special meeting of shareholders, and the form of proxy related to matters to be discussed at the meeting to be held on Jan. 26, 2011, have been mailed to shareholders.
As the acquisition of Thyme Investment is conditional upon the approval by Afri-Can shareholders to be obtained no later than Jan. 26, 2011, Afri-Can, International Dredging and Holding Ltd. (IMDH) and BV Investments Four Hundred and Nine (Pty.) Ltd. (BVI) have agreed to amend the original agreement.
The amendment states that:
The minimum financing for exploration to be raised by Afri-Can by Dec. 31, 2010, as provided in the agreement has been modified whereby Afri-Can now undertakes to raise $2-million (U.S.) by Jan. 31, 2011, and to raise the balance of $3.5-million (U.S.) by March 31, 2011.
In consideration of the $2-million (U.S.) requirement, Afri-Can shall have the option to acquire
20 per cent of the shares of Thyme Investment within
a period ending 30 days after the said $2-million (U.S.) has been used in
exploration on EPL 3403 pursuant to the agreement. In the event the 20-per-cent option is exercised by Afri-Can, the commensurate
number of new shares of Afri-Can will be issued to IMDH and BVI pro rata
in accordance with the agreement.
The transfer of the balance of the shares of Thyme Investment and the issue of the balance of the new shares of Afri-Can shall only
become effective upon the raising of the $3.5-million (U.S.) as referred to
in the $3.5-million (U.S.) requirement.
- The minimum financing for exploration to be raised by Afri-Can by Dec. 31, 2010, as provided in the agreement has been modified whereby Afri-Can now undertakes to raise $2-million (U.S.) by Jan. 31, 2011, and to raise the balance of $3.5-million (U.S.) by March 31, 2011.
- In consideration of the $2-million (U.S.) requirement, Afri-Can shall have the option to acquire
20 per cent of the shares of Thyme Investment within
a period ending 30 days after the said $2-million (U.S.) has been used in
exploration on EPL 3403 pursuant to the agreement.
- In the event the 20-per-cent option is exercised by Afri-Can, the commensurate
number of new shares of Afri-Can will be issued to IMDH and BVI pro rata
in accordance with the agreement.
- The transfer of the balance of the shares of Thyme Investment and the issue of the balance of the new shares of Afri-Can shall only
become effective upon the raising of the $3.5-million (U.S.) as referred to
in the $3.5-million (U.S.) requirement.
The sampling work on EPL 3403 will start as soon as possible after the closing of transaction and related financing. A detailed work program and schedule will be disclosed to shareholders as soon as technically feasible.
Pierre Leveille, president and chief executive officer of Afri-Can, stated that, “The amended terms of the transaction suggest serious value for our shareholders, enhanced by our strategic alliance with IMDH with its proven track record in the marine sampling and mining industry.”
