Afri-Can Marine Minerals Corporation
TSX VENTURE : AFA

Afri-Can Marine Minerals Corporation

January 06, 2011 10:41 ET

Afri-Can Receives Conditional Approval for Acquisition of EPL 3403 Marine Diamond Concession in Namibia and Amends Acquisition Agreement

MONTREAL, QUEBEC--(Marketwire - Jan. 6, 2011) - Afri-Can Marine Minerals Corporation ("Afri-Can") (TSX VENTURE:AFA) announces that it 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 announced in a press release dated October 12th, 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 Corporation (Pty) Limited, 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 (see attached maps) ML 47 is currently producing in excess of 1,100,000 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% of the issued and outstanding share capital of Thyme Investments (PTY) Ltd, including the issuance of an aggregate of 65,000,000 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 Mr. Richard Foster of Delmar Geoservices Ltd. and disclosed in the press release dated November 10th, 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 January 26th, 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 January 26th, 2011, have been mailed to our shareholders.

As the acquisition of Thyme Investment (PTY) Ltd is conditional upon the approval by Afri-Can Shareholders to be obtained no later than January 26th, 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 "Agreement").

The amendment states that:

  • The minimum funding for exploration to be raised by Afri-Can by December 31st, 2010 as provided in the Agreement has been modified whereby Afri-Can now undertakes (a) to raise US$2 million by January 31st, 2011, and (b) to raise the balance of US$3.5 million by March 31st, 2011.
  • In consideration of (a) above, Afri-Can shall have the option to acquire 20% (twenty percent) of the shares of Thyme Investment (PTY) Ltd within a period ending 30 days after the said US$2 million has been utilised in exploration on EPL 3403 pursuant to the Agreement (the " 20% Option").
  • In the event the 20% 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 (PTY) Ltd and the issue of the balance of the New Shares of Afri-Can shall only become effective upon the raising of the US$3.5 million as referred to in (b) above.

The sampling work on EPL 3403 will start as soon as possible after the closing of transaction and related financing. A detailed work programme and schedule will be disclosed to our shareholders as soon as technically feasible.

Mr. Pierre Léveillé, President and CEO 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."

About Afri-Can Marine Minerals Corporation

Afri-Can is a Canadian company, actively involved in the acquisition, exploration and development of major mineral properties in Namibia. Afri-Can's creative and scientific approach targets large marine diamond deposits in prospective territories.

This press release contains certain "forward-looking statements," as identified in the Afri-Can's periodic filings with Canadian Securities Regulators that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Maps are available at the following address: http://file.marketwire.com/release/afa_map0106.pdf

Shares outstanding: 192,917,484

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.

Contact Information

  • Afri-Can Marine Minerals Corporation
    Pierre Leveille
    President & CEO
    514-846-2133 / TOLL FREE North America: 1-866-206-7475
    514-372-0066 (FAX)
    or
    Afri-Can Marine Minerals Corporation
    Bernard J. Tourillon
    Executive V.P. and CFO
    514-846-2133 / TOLL FREE North America: 1-866-206-7475
    514-372-0066 (FAX)
    info@afri-can.com
    www.afri-can.com