Diamond Fields International Ltd. (TSX-V: DFI) announces that it has negotiated, subject to acceptance by the TSX Venture Exchange (“TSX-V”), a private placement for gross proceeds of US$300,000 (approximately Cdn$419,070) (the “Financing”) from its major shareholder, Spirit Resources SARL (“Spirit”).
Upon receipt of acceptance from the TSX-V to the Financing, the Company will issue approximately 41,907,000 common shares (the “Shares”) to Spirit at a price of Cdn$0.01 per Share.
Proceeds raised from the Financing will be used as follows (amounts are estimates):
- Service current corporate and statutory accounts for the next six months, including legal and concession development related travel costs, as well as exploration related expenses on the same, estimated to be US$150,000;
- Maintain operational safety and site security on the Company’s Valazoro concession in Madagascar, estimated to be US$20,500;
- Conclude negotiations towards neutralising arbitration with the Government of Liberia on disputed concessions, estimated to be US$12,500;
- Continue negotiations with the Government of South Africa towards re-addressing offshore concession costs in relation to on-shore costs. This in relation to DFI’s claimed Phosphate concessions from the Southern Cape Coast of South Africa, estimated to be US$30,000;
- Engaging with the Royal House of Saud on re-negotiating the Atlantis II project, estimated to be US$25,000;
- Supporting DFI stake holding in its subsidiaries, Diamond Fields Namibia and Namibian Diamond Company in relation to offshore concession sampling operations with the DFN & NDC contracted mining partner, International Mining and Dredging Holdings. This will entail placing a qualified observer on teach sampling vessel for the duration of sampling, to be followed-through evaluation and Government of Namibia valuation processes per sampled batch, estimated to be US$70,000.
Spirit, as an Insider and accordingly a “Related Party”, and will directly and/or indirectly acquire the Shares, which will increase their pro rata shareholdings in the Company (the “Related Party Transaction”). All of the independent directors of the Company, acting in good faith, have determined that as the issuer is in financial difficulty, and the transaction is designed to improve the financial position of the Company, the terms of this Related Party Transaction are reasonable in the circumstances of the Company.
Prior to the Financing Spirit owned, directly and/or indirectly, a total of 99,345,432 common shares of the Company, representing 71.9% of the Company’s 138,219,009 issued and outstanding share capital, and a warrant to purchase 8,000,000 common shares at $0.10 per share, exercisable on or before May 14, 2016 (the “Warrant”). After closing of the Financing, Spirit will own approximately 141,252,432 common shares, representing 78.4% of the Company’s then 180,126,009 issued and outstanding share capital, and the Warrant.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: “Earl Young”
Earl Young, Chief Financial Officer
Contact: Earl Young at +1 214 566 3709
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.