VANCOUVER, BC, Nov. 28, 2022 /CNW/ – Diamond Fields Resources Inc. (TSXV: DFR) (“DFR” or the “Company”) announces that it has agreed to sell its Namibian diamond assets (the “Namibian Concessions”) to Jean Boulle Diamond Mines Ltd. (“JBDM”) pursuant to a diamond business sale agreement dated November 28, 2022. As consideration for the sale of the Namibian Concessions, DFR is entitled to receive initial cash consideration in the amount of US$150,000, annual cash payments in the amount of US$100,000 (the “Annual Payment”), and a 1% royalty of net sales from the Namibian Concessions, after allowing for selling related costs.

The sale will enable DFR to focus on the development of its portfolio of West African gold exploration and development projects following the acquisition of Moydow Holdings Limited (“Moydow”).

The Namibian Concessions comprise two deep water licenses (ML 111 and ML 139) that are 100% owned by DFR’s subsidiary Diamond Fields (Namibia) (Pty) Limited, as well as, a shallow water license (ML 32), owned by Namibian Diamond Company (Pty) Limited, a 70% owned subsidiary of DFR (each of the foregoing licenses, a “License”).

JBDM is controlled by Jean-Raymond Boulle who, through Spirit Resources SARL, owns a 39.1% interest in DFR.

The Annual Payment (as to $90,000 for ML111, $5,000 each for ML139 and ML32) will cover the period beginning on September 1, 2023 and end upon the earlier of: (i) JBDM no longer holding the relevant License or (ii) September 1, 2035.

John McGloin, CEO of DFR, 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. The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

In addition, as JBDM is controlled by Jean-Raymond Boulle who, through Spirit Resources SARL, owns a 39.1% interest in DFR, the transaction constitutes a related party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). 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.

Notes to Editors:

DFR 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 Limited, DFR holds interests in a portfolio of West African gold exploration projects including the highly prospective Cascades gold project (“Cascades”) in Burkina Faso. Cascades has a Mineral Resource prepared in accordance with NI 43-101 comprising 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: 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, DFR has an advanced high grade hard rock zircon exploration prospect located in the west of the country, approximately 220km east of the port of Maintirano and close to a state road. DFR acquired Beravina from Pala Investments and Austral Resources in 2016.

Website: www.diamondfields.com

The Company’s public documents may be accessed at www.sedar.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact in this release that address activities, events or developments that DFR expects or anticipates will or may occur in the future are forward-looking statements or information. Forward-looking statements contained in this release include, without limitation, statements (i) relating to our strategies, (ii) relating to our anticipated divestiture of the Namibian Concessions, (iii) relating to our gold exploration and development projects (iv) relating to the expected impact of the transaction on our business and financial results, (vi) that are predictive in nature or that depend upon or refer to future events or conditions, and (vii) that include words such as “aim”, “aspire”, “strive”, “will”, “expect”, “intend”, “plan”, “believe” and similar expressions.

Forward- looking information is subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking information.

There are a number of important factors that could cause DFR’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: the ability to obtain requisite regulatory and any other required approvals; commodity prices; the gold exploration and mining industry in general; the potential impact of the announcement on relationships; including with regulatory bodies, employees; suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

DFR cautions that the foregoing list of material factors is not exhaustive. When relying on DFR’s forward-looking statements and information to make decisions, shareholders should carefully consider the foregoing factors and other uncertainties and potential events. DFR has assumed that the material factors referred to in the previous paragraph will not cause such forward looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this release represents the expectations of DFR as of the date of this release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While DFR may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

SOURCE Diamond Fields Resources Inc.