February 21, 2006
Closing of Private Placement
TORONTO, ONTARIO - Tsodilo Resources Limited (the "Company") (TSX Venture Exchange: TSD) is pleased to announce the closing of the private placement previously announced on February 15, 2006.
In a non-brokered private placement, 319,108 units of the Company (the "Units") were issued at a price of CDN$0.90 per Unit for proceeds to the Company of CDN$287,198.00. Each Unit consists of one common share of the Company and one warrant of the Company, each full such warrant entitling the holder to purchase one common share of the Company at a price of CDN$1.00 for a period of two years. The Firebird Global Master Fund, Ltd ("FGMF") acquired all of the units. FGMF is a contrarian portfolio equity fund that invests in markets throughout the world and is managed by Mr. James Passin. With the closing of this private placement, FGMF beneficially owns 14.62% of the outstanding common shares of the Company. Proceeds from this financing will be added to the Company's working capital.
The common shares, warrants and warrant shares are subject to a statutory hold period under securities laws of four (4) months, expiring on June 21, 2006 and the certificates evidencing such securities will bear a legend to that effect. Consequently, the common shares, warrants and warrant shares may only be resold during such four (4) month period in accordance with appropriate statutory exemptions from the prospectus requirements of the securities laws or if appropriate consents or discretionary orders have been obtained.
Tsodilo Resources Limited is an international diamond exploration company engaged in the search for economic kimberlites at its Newdico (Pty) Limited ("Newdico') and Gcwihaba Resources (Pty) Limited ("Gcwihaba") projects in northwest Botswana. The Republic of Botswana is the largest producer of diamonds, by value, in the world. Tsodilo has an 81% stake in Newdico (16,800 sq. km under diamond license) while Trans Hex Group, a South African diamond mining and marketing company, holds the remaining 19%. The southern Gcwihaba project area (6,703 sq. km under diamond license and 3,780 sq. km under base and precious metals licenses) is 100% held by the Company. Tsodilo Resources Limited manages the exploration of both the Newdico and Gcwihaba license areas. The design and conduct of the Company's exploration program is the responsibility of Peter Walker, a qualified professional geologist registered with the South African Council for Natural Scientific Professions. Please visit the Company's website, www.TsodiloResources.com, for additional information and background on our projects.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. This news release may contain assumptions, estimates, and other forward-looking statements regarding future events. Such forward-looking statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond the Company's control, which may cause actual results or performance to differ materially from those currently anticipated in such statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
James M. Bruchs - President and Chief Executive Officer
Telephone +1 416 572 2033
Facsimile +1 416 987 4369