D-Fense Capital Ltd
TSX CROISSANCE : DFC.H
NEX BOARD : DFC

October 22, 2012 09:47 ET

D-Fense Capital Provides Update on Qualifying Transaction and Private Placement

MONTREAL, QUEBEC--(Marketwire - Oct. 22, 2012) - D-Fense Capital Ltd. ("DFC" or the "Corporation") (TSX VENTURE:DFC.H), a Capital Pool Company ("CPC") trading on the NEX under the symbol DFC.H, announces that it has requested from the TSX Venture Exchange (the "Exchange") the resumption of the transaction on its common shares. It is expected that trading will resume on Wednesday October 24, 2012.

Furthermore, the Corporation announces that it has requested from the Exchange an extension to complete the previously announced Qualifying Transaction (the "QT") and Private placement (see press release dated August 27, 2012 for more details). Indeed, in its letter of conditional approval, the Exchange had given the Corporation until October 23, 2012 to complete the foregoing transactions. The Corporation's QT consist of an option (the "Option") to acquire a 100% interest in four (4) mining claims totalling approximately 272 hectares, located in the Porcupine mining division, Province of Ontario (the "Property").

Under the terms of the Option, DFC will acquire all of North American Exploration Ltd's ("NAE") 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 within 10 business days after the date of the final Exchange Bulletin (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 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.

As previously announced and in connection with the QT, DFC shall complete a private placement offering for aggregate gross proceeds of $599,940 (the "Offering"), and will consist of the sale and issuance of 353 units (the "Units") at a price of $990 per Unit ($349,470) and 253 flow-through units (the "FT Units") at a price of $990 per FT Unit ($250,470). Each Unit is comprised of 4,400 common shares and 2,200 warrants, each warrant entitling the holder thereof to acquire one (1) additional common share at a price of $0.30 per share for a period of twenty-four (24) months following the closing date. Each FT Unit is comprised of (i) 2,640 flow-through common shares, (ii) 880 common shares, and (iii) 1,760 warrants, each warrant entitling the holder thereof the right to acquire one (1) common share at a price of $0.40 per share for a period of twenty-four (24) months following the closing date. The Offering will close concurrently with and will be conditional on the completion of the QT.

The proceeds of the Offering shall be used (i) to fund the expenses relating to the completion of the QT (including the fees of the Offering); (2) to fund the exploration expenses to be incurred by DFC under the Option; and (3) for general corporate purposes. The Corporation expects to proceed with the closing of the QT and the Private Placement by no later than December 31, 2012.

As at the date hereof, the Corporation's Board of Directors is comprised of four (4) members: Robert Ayotte, Robert Talbot, Michel Lesage and Pierre Forget. On June 11, 2012, Mr. Ayotte was nominated President of the Corporation in replacement of Mr. Christian Perrier, following his resignation. Mr. Robert Talbot is the acting Chief Financial Officer of DFC. The Corporation's Audit Committee is comprised of three (3) members, being Robert Talbot (in his capacity as CFO), Michel Lesage and Pierre Forget (in their capacity as Independent Directors of the Corporation). For more information on the Officers and Directors of the resulting issuer following the completion of the QT, please refer to the Corporation's press release dated August 27, 2012.

ABOUT DFC

DFC is a CPC within the meaning of the policies of the Exchange. Once the QT and the Private Placement are completed, DFC will commence operations as a Tier 2 mining issuer. Trading of the common shares of DFC on the NEX is currently halted and it is anticipated that trading will resume on October 24, 2012.

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, 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.

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, President
    450-441-9177 or 514-949-4787