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DFR Gold Completes Sale of Namibian Diamond Assets
DFR Gold Completes Sale of Namibian Diamond Assets Canada NewsWire VANCOUVE...
About this update from Dfr Gold Inc
[{"type":"text","content":"\n \n \n \n DFR Gold Completes Sale of Namibian Diamond Assets\n \n \n /* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n \n \n \n \n \n \n Canada NewsWire\n \n \n \n \n \n \n VANCOUVER, BC\n \n \n ,\n \n \n Feb. 8, 2023\n \n \n /CNW/ -\n \n DFR Gold Inc.\n \n (TSXV: DFR) (\"DFR\" or the \"Company\") (formerly Diamond Fields Resources Inc.) announced today that it closed its previously announced transaction with Jean Boulle Diamond Mines Ltd. (\"JBDM\"), whereby JBDM agreed to purchase the Company's Namibian diamond assets (the \"Transaction\") pursuant to the terms of a diamond business sale agreement, which was signed on\n \n November 28, 2022\n \n . The Transaction received shareholder approval by written consent whereby disinterested shareholders holding approximately 70% of the Company's outstanding voting common shares approved the Transaction, and final approval from the TSX Venture Exchange (the \"TSXV\").\n \n \n As consideration for the sale of the Namibian diamond assets, DFR is entitled to receive initial cash consideration in the amount of\n \n US$150,000\n \n , annual cash payments in the amount of\n \n US$100,000\n \n (the \"Annual Payment\"), and a 1% royalty of net sales from the Namibian diamond assets, after allowing for selling related costs. The Annual Payment (as to\n \n $90,000\n \n for ML111,\n \n $5,000\n \n each for ML139 and ML32) will cover the period beginning on\n \n September 1, 2023\n \n and end upon the earlier  of: (i) JBDM no longer holding the relevant License or (ii)\n \n September 1\n \n , 2035.\n \n \n Because 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 –\n \n Protection of Minority Security Holders in Special Transactions\n \n (\"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 as no securities of the Company are listed on certain exchanges specified by MI 61-101, and exem...