Diamond Fields International Ltd. (TSX:DFI) is pleased to announce that it has negotiated non-brokered private placements totalling Cdn$8,100,000 by the issuance of 6,600,000 Units at a price of $0.60 per Unit for aggregate proceeds of $3,960,000 (the “Unit Private Placement”), and 6,900,000 Subscription Receipts convertible into Units on a one for one basis, at a price of $0.60 per Subscription Receipt for aggregate proceeds of $4,140,000 (the “SR Private Placement”), subject to the approval of the Toronto Stock Exchange. Each Unit will consist of one common share of DFI and one non-transferable share purchase warrant (“Warrant”), each Warrant entitling the holder to purchase one additional common share, exercisable for a period of three years from the closing at a price of $1.00 per share. Should the weighted average closing price of DFI’s shares equal or exceed $1.30 per share for a period of 20 consecutive days at any time between 6 months and 35 months after the closing and DFI gives the warrant holders notice thereof, the Warrants must be exercised within 30 days or they will terminate.
Completion of the SR Private Placement is subject to receipt of shareholder approval, which will be sought at the Company’s upcoming Annual General Meeting. All proceeds received from the SR Private Placement will be held in trust until such approval is received.
Proceeds from these private placements will be used to fund continued development of DFI’s Namibian marine diamond concession, as well as exploration activities in Greenland, Sierra Leone, and Madagascar, and for repayment of debt and general working capital purposes.
DFI has agreed to pay a fee for assisting in the transaction equal to 6% of the funds raised by the finders, as well as compensation warrants exercisable into common shares of the Company at a price of $0.60 per common share on the basis of 6% of the Units or Subscription Receipts sold by them.
Directors and officers of the Company may participate in the Unit Private Placement on the same terms as arm’s length investors to a maximum of 450,000 Units, subject to the approval of the independent directors of the Company and the Toronto Stock Exchange. Shareholdings of insiders in the Company will increase as a result of any such participation. The private placement is expected to close before 21 days following the filing of the material change report respecting the announcement, as management has determined it is necessary to close for sound business reasons.
About Diamond Fields International Ltd.
Diamond Fields International Ltd. is an internationally active exploration and mining company pursuing diamond and nickel opportunities worldwide. The Company’s corporate strategy is to maximize cash flow from its Namibian marine diamond concessions and systematically explore and develop its international diamond and nickel projects. In addition, the Company continues to explore opportunities to acquire new economic mineral projects worldwide.
DIAMOND FIELDS INTERNATIONAL LTD.
“Gregg J. Sedun”
Gregg J. Sedun, President and Chief Executive Officer
For further information contact Investor Relations at (1.604.682.2113).
Forward-Looking Statements: Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in the Diamond Fields’ periodic filings with Canadian Securities Regulators. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Diamond Fields does not assume the obligation to update any forward-looking