DFR Gold Completes Sale of Namibian Diamond Assets

VANCOUVER, BC, Feb. 8, 2023 /CNW/ - DFR Gold Inc. (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 November 28, 2022. 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").

As consideration for the sale of the Namibian diamond assets, DFR is entitled to receive initial cash consideration in the amount of US$150,000, annual cash payments in the amount of US$100,000 (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 $90,000 for ML111, $5,000 each for ML139 and ML32) will cover the period beginning on September 1, 2023 and end upon the earlier  of: (i) JBDM no longer holding the relevant License or (ii) September 1, 2035. 

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 – Protection of Minority Security Holders in Special Transactions ("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 exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61- 101 as, at the time the Transaction was agreed to, neither the fair market value of the subject matter of the Transaction nor the consideration therefor exceeded 25% of the Company's market capitalization.

Notes to Editors:

DFR is a TSX Venture Exchange listed exploration and mine development company focused on gold in Africa. DFR holds interests in a portfolio of West African gold exploration projects including the highly prospective Cascades gold project ("Cascades") in Burkina Faso. Cascades has a Mineral Resource prepared in accordance with NI 43-101 comprising 5.41 million tonnes of indicated resources at an average grade of 1.52 g/t Au for a total 264,000 ounces of gold: and 6.93 million tonnes of inferred resources at an average grade 1.67 g/t Au for a total of 371,000 ounces of gold. Please see the Company's technical report titled "Amended and Re-stated Technical on the Labola Project Burkina Faso" dated April 2, 2022 with an effective date of April 20, 2022 for further information regarding Cascades. This report can be located on www.dfrgold.com and SEDAR.

In Madagascar, DFR has an advanced high grade hard rock zircon exploration prospect located in the west of the country, approximately 220km east of the port of Maintirano and close to a state road. DFR acquired Beravina from Pala Investments and Austral Resources in 2016.

Website: www.dfrgold.com

The Company's public documents may be accessed at www.sedar.com.

Neither the TSXV 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.

Forward-Looking Statements:

This release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact in this release that address activities, events or developments that DFR expects or anticipates will or may occur in the future are forward-looking statements or information. Often, but not always, forward-looking information can be identified by the use of words such as "aim", "aspire", "strive", "will", "expect", "intend", "plan", "believe" or similar expressions as they relate to DFR. Forward- looking information is subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking information.

There are a number of important factors that could cause DFR's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: the ability to obtain requisite regulatory approvals; the ability to finance drilling campaigns; commodity prices; the gold exploration and mining industry in general; the potential impact of the announcement on relationships; including with regulatory bodies, employees; suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

DFR cautions that the foregoing list of material factors is not exhaustive. When relying on DFR's forward-looking statements and information to make decisions, shareholders should carefully consider the foregoing factors and other uncertainties and potential events. DFR has assumed that the material factors referred to in the previous paragraph will not cause such forward looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this release represents the expectations of DFR as of the date of this release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While DFR may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

SOURCE DFR Gold Inc. (formerly Diamond Fields Resources Inc.)

DFR GOLD INC. John McGloin, CEO, Contact: [email protected]; Michael Oke/Andy Mills: [phone], Aura Financial LLP: www.aura-financial.com