(August 29, 2016) – Diamond Fields International Ltd. (TSX-V: DFI) (“DFI” or the “Company”) announces that it intends to consolidate its share capital on a 5 old shares for 1 new share basis (the “Consolidation”), subject to receipt of acceptance from the TSX Venture Exchange (“TSX-V”). The Company does not intend to change its name in connection with the consolidation. The Company will disseminate a further News Release upon receipt of acceptance from the TSX-V, which will set out the Effective Date for the consolidation.
The Company is also pleased to announce that it has negotiated, subject to acceptance by the TSX-V, a private placement for gross proceeds of Cdn$1,000,000 (the “Financing”). These funds will be raised by the issuance of 53,333,333 pre-consolidated units at a price of $0.01875 per pre-consolidated unit, being a 25% discount to the current market price. Upon closing of the Financing and completion of the Consolidation, the Company will issue the units on a post-consolidated basis, so that a total of 10,666,667 post-consolidated units (the “Units”) will be issued, each Unit consisting of one post-consolidated common share and one share purchase warrant (the “Warrants”), each Warrant entitling the holder thereof to purchase one additional post-consolidated common share, exercisable for a period of five (5) years from the date of issuance at a price of $0.05 per post-consolidated share. The Units will be issued to Spirit Resources SARL, a private company wholly owned by the Company’s controlling shareholder, Mr. Jean-Raymond Boulle.
Proceeds raised from the Financing will be used towards exploration and development of the Company’s recently acquired Beravina Zircon project in Madagascar (refer to News Release dated August 15, 2016), and for general working capital.
The Financing is expected to close on or about September 15, 2016, and is subject to certain conditions, including, but not limited to, completion of the 5:1 Consolidation and receipt of acceptance from the TSX-V to the Financing and Consolidation.
Related Party Transaction Disclosure
Spirit, as an Insider and accordingly a “Related Party”, will directly acquire the Units, which will increase its 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 financing is necessary 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 and Consolidation Mr. Boulle owned, directly and indirectly, a total of 141,252,432 pre-consolidated common shares of the Company, representing 78.4% of the Company’s 180,126,009 pre-consolidated issued and outstanding share capital. After closing of the Financing and completion of the Consolidation, Spirit will own (excluding any shares that he may acquire on exercise of the Warrants to be issued in connection with the Financing) approximately 41,583,819 common shares, representing 84.2% of the Company’s then 49,358,535 issued and outstanding share capital.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: “Earl Young”
Earl Young, CFO and Director
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.