TORONTO, CANADA - Tsodilo Resources Limited (TSX Venture Exchange: TSD) ("Tsodilo" or the "Company") is pleased to announce that the contemplated equity subscription announced on May 10, 2110, to be made by IFC, a member of the World Bank Group, has been finalized and closed. The non-brokered private placement of 2,702,702 units of the Company (the "Units") will consist of one common share priced at C$1.85 and one purchase warrant per unit, each such warrant entitling the holder to purchase one common share of the Company for a period of five years at C$2.17. The pricing of the Unit's common share and warrant is consistent with the TSX Venture Exchange private placement policy guidelines.
The purpose of the proposed investment is to assist in the financing of the Company's ongoing exploration of its Botswana diamond and metals licenses in northwest Botswana. The key features of the proposed investment are:
- An initial equity investment of C$5 million in exchange for 2,702,702 common shares.
- A warrants package (up to C$5.64 million) consisting of one full warrant per ordinary share purchased valid for 5 years from closing and priced at C$2.17
- The common shares, warrants and warrant shares will have a statutory four (4) month hold period and the certificates evidencing such securities will bear a legend to that effect.
- Potential for additional funding during the exploration stage and at feasibility study and development stages.
- IFC will control 12% of the outstanding shares and become the second largest shareholder in Tsodilo.
- IFC was granted a pre-emptive right to maintain its pro rata interest in Tsodilo by subscribing to any future equity placements in an amount that would equal its current percentage of shareholdings.
- Investment by IFC provides Tsodilo with a highly credible strategic investor necessary for the progression of the Company's rapidly emerging kimberlite and metals projects in an environmentally and socially sustainable manner
James M. Bruchs (Chairman) said "IFC is our "Partner of Choice", their participation, professionalism, guidance and expertise add instant value to our program. We are also very pleased by the economic, political and social stability afforded by the government of Botswana coupled with the assistance and support provided by its Ministry of Ministry of Minerals, Energy and Water Resources and the Department of Geological Survey, combined they create a winning atmosphere for mineral exploration and development."
William Bulmer, IFC Global Head for Mining, said "We look forward to a long term relationship with Tsodilo, a company that shares IFC's commitment to responsible mining exploration and engagement with local communities."
IFC, a member of the World Bank Group, creates opportunity for people to escape poverty and improve their lives. They foster sustainable economic growth in developing countries by supporting private sector development, mobilizing private capital, and providing advisory and risk mitigation services to businesses and governments. The IFC's new investments totaled $14.5 billion in fiscal 2009, helping channel capital into developing countries during the financial crisis. For more information, visit www.ifc.org
Tsodilo Resources Limited is an international diamond and metals exploration company engaged in the search for economic kimberlites and metal deposits at its Newdico (Pty) Limited ("Newdico') and Gcwihaba Resources (Pty) Limited ("Gcwihaba") projects in northwest Botswana. The Company has an 95% stake in Newdico (9,400 square kilometers under diamond license) while Trans Hex Group, a South African diamond mining and marketing company, holds the remaining 5%. The southern and northern Gcwihaba project area (6,856 square kilometers under diamond license and 13,400 square kilometers under base and precious metals licenses) is 100% held by the Company. Tsodilo manages the exploration of both the Newdico and Gcwihaba license areas. Overall supervision of the Company's exploration program is the responsibility of Dr. Mike de Wit, President and COO of the Company and a "qualified person" as such term is defined in National Instrument 43-101.
The Company has offices in Toronto, Canada and Gaborone and Maun, Botswana. Please visit the Company's website, www.TsodiloResources.com
, for additional information and background on our projects.
This press release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements relating to the development of the Company's projects) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, changes in equity markets, political developments in Botswana and surrounding countries, changes to regulations affecting the Company's activities, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting exploration results and the other risks involved in the mineral exploration business. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
These securities being offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
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, Chairman and Chief Executive Officer: JBruchs@TsodiloResources.com
Mike de Wit, President and Chief Operating Officer: MdeWit@TsodiloResources.com
Head Office: Telephone +1 416 572 2033; Facsimile + 1 416 987 4369