As part of Diamond Fields International’s plan to expand its current operations and mining asset base, it has agreed to acquire control of a number of significant land based exploration projects.
The company has entered into an agreement with its controlling shareholder, Jean-Raymond Boulle, and his company Gondwana (Investments) S.A. (collectively, the vendors), whereby Diamond Fields will acquire all of the vendors’ interest in certain diamond exploration projects located in the countries of Madagascar and Sierra Leone, as well as a nickel exploration project located in Greenland. The up-front consideration for these acquisitions will be nominal, as the vendors have agreed to transfer their interests for no up-front consideration in cash or shares despite the fact that in excess of $1-million (U.S.) has been expended by the vendors to date on the various properties. The company has agreed to pay the vendors a 5-per-cent gross overriding royalty on all proceeds received by the company or its assigns from the sale, transfer or other disposition of any minerals, gemstones or other resources extracted from the acquired property interests located in Madagascar, Sierra Leone and Greenland, and within 100 miles of the perimeter of the Greenland property interests.
With respect to the Madagascar acquisition, the vendors’ interest consists of an approximate 70-per-cent interest in a private company controlling the exploration licences. The Madagascar interests also include a fully functional diamond laboratory, as well as rights to two significant diamonds represented to have been found near the property, which were acquired by the vendors. With respect to the Sierra Leone acquisition, the vendors are transferring a 100-per-cent interest in approximately seven exploration licences in that country, as well as full ownership rights to a fully operational diamond laboratory. With respect to Greenland, Diamond Fields will acquire the vendors’ interest in a joint venture, whereby the vendors have a right to an 80-per-cent interest in an exploration project for nickel.
In addition to the above projects, the company and the vendors have agreed that all interests and good will of the vendors in the countries of Angola and the Democratic Republic of the Congo will be transferred to Diamond Fields for no up-front consideration other than a 2-per-cent gross overriding royalty from any minerals, gemstones or other resources extracted from those countries. The vendors currently do not have any exploration in Angola or the Congo.
Gregg J. Sedun, president and chief executive officer of Diamond Fields, commented: “We are extremely pleased with the assets being acquired and the terms of this transaction, as both the company and Mr. Boulle desired to structure a transaction that would provide Diamond Fields with a tremendous opportunity to expand its exploration business while at the same time minimize both the dilution to other shareholders and cash requirements of the company. This transaction demonstrates Mr. Boulle’s long-term commitment to the company, as he will ultimately only receive compensation in the event that the properties included in the agreement go into production.”
The closing of this transaction is subject to a number of conditions including final approval of the boards of directors of Diamond Fields and Gondwana (Investments) S.A. and the approval of the Toronto Stock Exchange, as well as completion of due diligence examinations concerning the properties to the satisfaction of Diamond Fields.
Diamond Fields will provide further disclosure to the market on the property interests being acquired as the company proceeds with its due diligence and acquires additional information.
In other news, the company has been advised by Gemfarm Investments Pty. Ltd. that progress continues with regulatory bodies to receive the necessary approvals to complete the registration process and enable the M.V. Anya to return to mining operations in the Luderitz concession. A further announcement will be made at that time.
WARNING: The company relies upon litigation protection for “forward-looking” statements.
