D-Fense Capital Ltd.

TSX VENTURE : DFC.H
NEX BOARD : DFC


December 28, 2012 16:27 ET

D-Fense Capital Announces Closing of Qualifying Transaction and Concurrent Private Placement for Gross Proceeds of $724,710

MONTRÉAL, QUÉBEC--(Marketwire - Dec. 28, 2012) - D-Fense Capital Ltd. ("DFC") (TSX VENTURE:DFC.H), a Capital Pool Company ("CPC") trading on the NEX under the symbol DFC.H, is pleased to announce the closing of its previously announced qualifying transaction (the "QT") with North American Exploration Ltd. ("NAE") and private placement for gross proceeds of $ 724,710 (the "Offering") (for more information on the QT and terms and conditions of the Offering, please consult DFC's amended filing statement dated December 17, 2012 available on SEDAR at www.sedar.com).

Qualifying Transaction

The QT consists of an option (the "Option") to acquire NAE's 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").

Under the terms of the Option, DFC will acquire all of NAE's right, title and interest in the Property for the following consideration:

  1. Cash payment of $10,000 to NAE (amount already paid by DFC);
  2. The issuance of 210,000 common shares of DFC to NAE (at a deemed price of $0.30 per share); and
  3. incur the following exploration expenditures on the Property:
    1. a minimum of $150,000 of exploration expenditures on or before the date that is twelve (12) months following the closing date; and
    2. a minimum of $150,000 of exploration expenditures on or before the date that is twenty-four (24) months following the closing date.

The agreement between DFC and NAE further provides that upon exercise of the Option, NAE shall retain a net smelter return royalty on the Property of 2.5% (the "Royalty"). DFC will have the right to acquire 0.5% of the Royalty at any time for a lump sum of $1,000,000.

Private Placement

DFC proceeded today with the closing of the Offering for gross proceeds of $724,410, and has issued a total of 270 flow-through units (the "FT Units") at a price of $1,000 per FT Unit ($270,000) and 459 non-flow-through units (the "Units") at a price of $990 per Unit ($454,410). Each Unit is comprised of 6,600 common shares (the "Shares") at a price of $0.15 per Share and 3,300 warrants (the "Warrants"), each Warrant entitling the holder thereof to acquire one (1) additional common share at a price of $0.25 per share for a period of twenty-four (24) months ending on December 28, 2014. Each FT Unit is comprised of 5,000 flow-through common shares (the "FT Shares") at a price of $0.20 per FT Share. In connection with the Offering, DFC paid finders' fees for a total aggregate amount of $52,036.80.

All securities issued in connection with the closing of the QT and the Private Placement are subject to a regulatory four (4) month hold period ending on April 29, 2013. The QT and Private Placement are subject to the final approval of the TSX Venture Exchange.

ABOUT DFC

DFC is a CPC within the meaning of the policies of the Exchange. Trading of the common shares of DFC on the NEX is currently halted. It is anticipated that the shares of DFC will begin trading on the Exchange shortly after the issuance of the Exchange final approval bulletin. Once the QT and the Offering are duly completed, DFC will commence operations as a Tier 2 mining issuer focused on the exploration of the Property.

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.

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

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