Afri-Can enters financial agreement with Trinity

Trinity agrees to subscribe in a private placement of US$3 million in Afri-Can under the following terms and conditions:

• Trinity has agreed to subscribed to a maximum amount of US$3 million by way of a private placement of units;
  
• The private placement is conditional upon a consolidation of Afri-Can's issued and outstanding common shares at a ratio of four pre-consolidation common shares for one post-consolidation common share. The share consolidation is conditional upon approval by Afri-Can's shareholders, expected within 60 days of this press release;
  
• The private placement will comprise a maximum of 18.75 million units of Afri-Can at a subscription price of US$0.16 per unit. Each unit will consist of one common share and one common share purchase warrant of Afri-Can. Each full warrant will entitle the holder thereof, during a period of 36 months from the date of closing of the private placement, to purchase one Afri-Can common share at an exercise price of US$0.20 per common share. Each security issued pursuant to the placement will have a mandatory four month hold period;
  
• Trinity will provide Afri-Can with an advance of US$500,000 within 14 days of signing the agreement. The advance will be convertible in 3.125 million units upon closing of the private placement. These units are included in the 18.75 million units described above. In the event that the share consolidation and private placement is not completed within three months from the signing of the agreement, Afri-Can shall reimburse Trinity or negotiate a new agreement;
  
• Upon closing of the private placement, Afri-Can will seek a listing for its common shares on South Africa's Alternative Exchange, AltX;
  
• Trinity will be entitled to appoint one Director to the Board of Afri-Can.

The Agreement and private placement is subject to the approval of the TSX Venture Exchange.

Proceeds from the private placement will be used for geophysical surveying and sampling in anticipation of trial mining on specific areas of marine diamond Exclusive Prospecting Licence 3403 in Namibia and for general operating expenses.

The geophysical survey will start before the end of April, 2012 and Afri-Can will advise shareholders of the exact departure date in due course.

Pierre Léveillé, president and CEO of Afri-Can, stated that, "The agreement announced today establishes several key pillars for the future growth of Afri-Can. It enables us to proceed with development of EPL 3403 and complete the acquisition of 100% ownership of EPL 3403. It brings strongly motivated investors to assist with development of marine diamonds. The proposed share consolidation will establish Afri- Can on a stronger trading, financial and development basis."

EPL 3403 covers approximately 800 square kilometres and is adjacent to and north of the Atlantic One Mining Lease 47 (owned by Namdeb Diamond Corporation, a 50:50 partnership between the government of the Republic of Namibia and De Beers Centenary AG), which is the largest marine diamond deposit in the world. ML 47 currently produces in excess of 1,100,000 carats per year.