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DBL

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Share Name Share Symbol Market Type
TSXV:DBL TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Darnley Bay Resources Limited Announces Sale of Diamond Rights on the Franklin Project

07/05/2013 10:12pm

Marketwired Canada


Darnley Bay Resources Limited (TSX VENTURE:DBL) ("Darnley Bay") announced today
that it has entered into a purchase and sale agreement (the "Definitive
Agreement") with Diadem Resources Ltd. ("Diadem") providing for the purchase by
Diadem of Darnley Bay's interest in the Franklin diamond project in the Parry
Peninsula of the Northwest Territories. Under the terms of the Definitive
Agreement Diadem will have exclusive rights to all diamonds in the Parry
Peninsula. This Definitive Agreement is intended to supersede a memorandum of
understanding entered into by Darnley Bay and Diadem on September 27, 2011.
Closing of the transaction is scheduled for June 30, 2013 (the "Closing Date").


Consideration for the purchase by Diadem will consist of: 11,700,000 common
shares of Diadem; 11,700,000 warrants of Diadem, each warrant entitling Darnley
Bay to purchase one common share of Diadem at a price of $0.10 per share for a
period of 30 months after the Closing Date; and Darnley Bay will retain a 2% Net
Smelter Royalty ("NSR") on the sale of diamonds and all other minerals produced
from the project. Diadem will have the right to purchase 1% of the NSR for $1.0
million in cash. Diadem currently has outstanding 50,008,848 common shares and
53,208,848 common shares on a fully diluted basis. Within 7 days of the Closing
Date, Diadem shall also reimburse Darnley Bay to a maximum of $40,000 for
Diadem's share of the cleanup costs associated with the 2010 drilling program.
In addition, Diadem shall grant Darnley Bay the right to purchase up to $40,000
worth of securities of Diadem, at the lowest price per security offered by
Diadem to third party investors, in connections with the first equity financing
completed by Diadem after the Closing Date.


Diadem has agreed to incur a minimum of $1,500,000 of expenditures with respect
to the project within 24 months of the date of the Definitive Agreement. In the
event that Diadem fails to incur the expenditures within the 24 month period,
then in addition to all of the compensation paid to Darnley Bay, Diadem will
transfer 100% of its interest in the project to Darnley Bay in return for a two
percent (2%) net smelter royalty from the sale of diamonds produced from the
project.


This acquisition is subject to the approval of the TSX Venture Exchange, other
applicable regulatory authorities and the Inuvialuit Regional Corporation and
its affiliates.


The Darnley Bay property hosts North America's strongest isolated gravity
anomaly, which has been favourably compared by the Geological Survey of Canada
to other prominent gravity anomalies such as those at the prolific mining camps
of Noril'sk in Russia and Sudbury basin in Ontario. It is located near Paulatuk,
Northwest Territories, on the Arctic coast. The Darnley Bay anomaly is larger
and stronger than any of these comparatives by a wide margin, measuring 100
kilometres long north to south and about 80 kilometres wide. The GSC discovered
the anomaly in 1969, and its source has never been explained. The company has
100-per-cent control of its exploration and potential development subject to
certain back-in and other rights of Inuvialuit Regional, which holds the land on
which it occurs.


Forward-Looking Information

This release includes certain statements that may be deemed "forward-looking
statements". All statements in this release, other than statements of historical
facts, that address future production, reserve potential, exploration drilling,
exploitation activities and events or developments that Darnley Bay expects are
forward-looking statements. Although Darnley Bay believes the expectations
expressed in such statements are based on reasonable assumptions, such
statements are not guarantees of future performance and actual results or
developments may differ materially from those in the statements. There are
certain factors that could cause actual results to differ materially from those
in forward-looking statements. These include market prices, exploitation and
exploration successes, continued availability of capital and financing, and
general economic, market or business conditions. Investors are cautioned that
any such statements are not guarantees of future performance and actual results
or developments may differ materially from those projected in the
forward-looking statements. For more information on Darnley Bay, investors
should review registered filings at www.sedar.com.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Darnley Bay Resources Limited
Jamie Levy
President and CEO
(416) 862-7885
(416) 862-7889 (FAX)
jlevy@darnleybay.com


Darnley Bay Resources Limited
Greg O'Halloran
Investor Relations
(647) 385-2113
gohalloran@darnleybay.com
www.darnleybay.com

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