=======================================================================
Re: News Release - Thursday, June 24, 2010
Tsodilo Resources Limited and IFC Finalize C$5,000,000 Equity
Investment
=======================================================================
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."
ABOUT IFC
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
Diamondlicense 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
Website: http://www.TsodiloResources.com
=======================================================================
Copyright (c) 2010 TSODILO RESOURCES LTD. (TSX-TSD) All rights
reserved. For more information visit our website at
http://www.tsodiloresources.com/ or send
mailto:info@tsodiloresources.com
=======================================================================
.