D-Fense Capital Ltd.

March 16, 2011 09:30 ET

D-Fense Capital Announces Agreement for Qualifying Transaction

MONTREAL, QUEBEC--(Marketwire - March 16, 2011) - D-Fense Capital Ltd. («DFC»)(TSX VENTURE:DFC.H), a Capital Pool Company ("CPC") trading on the NEX, is pleased to announce that it has entered into a letter agreement dated March 15, 2011 (the "Agreement") with North American Exploration Ltd. ("NAE"), a private company, whereby NAE has granted DFC the sole and exclusive option (the "Option") to acquire its 100% interest in 4 mining claims totalling approximately 272 hectares, located in the Ogden Township, District of Timmins, Porcupine Mining Division, Province of Ontario (the "Property").

DFC may exercise the Option by doing the following:

  1. Pay to NAE an amount of $10,000 within a period of 10 days following the execution of the Agreement, subject to the receipt of satisfactory evidence confirming NAE's title to the Property;

  2. Issue to NAE 210,000 common shares of DFC within a period of 10 days following the receipt of the required approval of the TSX Venture Exchange (the "Exchange"); and

  3. Incur minimum exploration expenditures on the Property amounting to $150,000 during the first year of the option and a further $150,000 in exploration expenditures during the second year of the option.

Upon exercise of the Option, NAE will retain a 2.5% net smelter royalty in the Property. DFC will have the right to acquire 0.5% of the royalty at any time for $1,000,000.

It is intended that the Option and DFC's obligations thereunder with respect to the Property will constitute DFC's "Qualifying Transaction" in accordance with the policies of the Exchange. DFC and NAE are at arm's length, accordingly the Qualifying Transaction is not a "Non-Arm's Length Qualifying Transaction". As such, it is anticipated that the approval of the shareholders of DFC will not be required. Upon completion of the Qualifying Transaction, it is expected that DFC will be listed on the Exchange as a Tier 2 mining issuer.

DFC has mandated Mr. Robert Ritchie, mining engineer, a qualified person within the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"), to prepare a NI 43-101 compliant technical report on the Property (the "Report"). A comprehensive press release on the Property will be issued by DFC once the Report shall have been finalized and submitted to the Exchange.

In conjunction with the Qualifying Transaction, DFC shall complete a private placement offering for gross proceeds of $500,000 (the "Offering"). The proceeds of the Offering shall be used (i) to fund the expenses relating to the completion of DFC's Qualifying Transaction (including the Offering); (2) to fund the exploration expenses to be incurred by DFC under the Option; and (3) for general corporate purposes. DFC will disclose the terms and conditions of the Offering at a later date.

Completion of the Qualifying Transaction is subject to completion of the Offering and acceptance by the Exchange. Upon completion of the Qualifying Transaction, the Board of Directors of DFC will be constituted of a minimum of five directors. DFC has not yet confirmed the members of the Board of Directors of the resulting issuer. This information will be disclosed by DFC at a later date.

Sponsorship of the Qualifying Transaction of a CPC is generally required by the Exchange, unless exempted in accordance with Exchange policies. DFC is currently reviewing Exchange requirements for sponsorship and intends to comply with all applicable policies; however a sponsor has not yet been engaged.


DFC is a CPC within the meaning of the policies of the Exchange. DFC commenced operations when it completed its initial public offering; however, it presently has no assets other than cash. Since the date of listing of DFC's common shares on the Exchange and its subsequent transfer on the NEX, DFC has identified and evaluated several businesses and assets with a view to completing a "Qualifying Transaction" in accordance with the CPC policies of the Exchange. Trading of the common shares of DFC on the NEX is currently halted and it is anticipated that trading will remain halted until completion of the Qualifying Transaction.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to the Exchange requirements, a majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. 

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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.

Caution Regarding Forward-Looking Statements - This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of DFC. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. DFC does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf.

Contact Information

  • D-Fense Capital Ltd
    Mr. Robert Ayotte
    450-441-9177 or 514-949-4787