Toronto, Ontario, May 6, 2013 – Seafield Resources Ltd. (“Seafield” or the “Company”) (TSX-V: SFF)is pleased to announce that the board of directors of the Company has approved and adopted an Advance Notice By-law (the “By-law”). The By-law sets a deadline by which holders of record of common shares of the Company must submit a notice of director nominations to the Company prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Company for it to be valid.

There was no news late April, instead it came  on the 6th of May about a week later in the form of the above announcement.  A change in the by-laws is always bad news as it might mean that the present management feels threatened by outsider shareholders starting some sort of proxy fight. The fairly high volume of trades lately at about 4.5 cents could be an early indicator that something is going on. In Canada you need, I believe, just 5% of the outstanding float to be heard. We will see.

Seafield traded up a little bit during the day but closed back down again. It traded an impressive 2.7 mln. shares. This could be a last gasp. In any event there will probable be news tomorrow or Friday.

For the fundamentals, go to;  http://sffresources.com/_resources/presentations/SFF_Corporate_Presentation.pdf

This report shows the “Robust Economics” of the project, together with the following peer group comparison;

Continental gold is a clear outlier and, for that reason, I have taken it out. The result is that the average “enterprise value” drops from $17.94 to $4.53 per ounce, and Seafield now shows quite well at a slightly higher EV of $4.60. I have also added a column showing the share price range for the period of the above chart. SFF has lost a little more than 9/10th of its value. Only BAT and RN manage to do far worse. CNL looks to be the most attractive with a share drop of only 50% and a market cap. of $791. By that metric SFF is second to last with a market cap of $13 mln (some of which is not real equity as it was recently borrowed under a Faustian deal).

The EW counts , there are more than one, would suggest that the stock is approaching a low, perhaps in the 4 to 5 cents range. That is so close to zero that such a call is essentially immaterial or useless. Nevertheless there is the potential for a double. All call options, warrants and so on, there are some 30 mln. at last count, start at 10 cents and go on to about 30 cents so not much will happen before the stock reaches the lower end of that range. After that desperation may keep a lid on any further gains. To date the company’s only real asset is an EV of $4.60 per ounce calculated on the basis of a property in the bush that now resembles Swiss cheese. It will take another two years and $50 mln. or so before a single ounce is poured. A buy but only with play money.

Sprott, SII, at $2.61 might be a better bet;

SEAFIELD RESOURCES EXECUTES $16.5M DEBT FACILITY WITH RMB RESOURCES INC.

Thursday, February 21, 2013

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Toronto, Ontario, February 21, 2013 – Seafield Resources Ltd. (“Seafield” or “the Company”) (TSX-V: SFF) is pleased to announce that it has executed an agreement with RMB Australia Holdings Limited ("RMB") for a CAD $16.5 million loan facility ("Facility"), arranged by RMB Resources Inc., the resource financing division of the FirstRand Group of South Africa. The use of proceeds is to fully fund the bankable feasibility study (“BFS”) for the Company’s Miraflores Deposit and general corporate purposes.

In November 2012, the Company commenced its current ongoing exploration program on the Miraflores advanced-stage gold deposit, which is part of the Company’s Quinchía Gold Project, located in the Risaralda Department of Colombia. The Facility provides the incremental financing the Company requires to complete the Miraflores BFS by the end of Q4 2013.

Facility Terms:

• Debt term of 3 years at LIBOR plus 7.0% per annum;
• Warrants issued to RMB to purchase up to 33,000,000 common shares of the Company for 36 months at C$0.10 per common share, subject to TSX Venture Exchange approval;
• Security interests granted to the lender, which include a first ranking charge over the Quinchía Gold Project and a pledge of the securities and assets of Seafield Resources Ltd. and Minera Seafield S.A.S;
• Pre-payment at any time without penalty or from proceeds of project financing post BFS;

You take what you can get. This should be good for, maybe , a year and a half, if all goes well. Now that the market has opened it also helped to push the stock up a little bit, 3 cents with volume threatening to exceed a two year high of about 3 mln. shares. The all time high volume was about 70 mln. shares in a day.

P.S At the end of the day slightly more than 5 mln shares had traded in a range of 10 to 13 cents and closing at 11 cents, a single cent gain for receiving this lifeline. What seems to be clear is that, should the company meet with success, that is, should the exploration results indeed be “bankable”, then the warrants (and others issued to key personnel, 3 mln plus ) will be exercised and hang like a millstone around this company’s neck. At a stock price of, say, $1.10 this would up the cost by $36 mln. of proceeding. Sounds like the proverbial rock vs hard place situation.