Diamond Fields Closes Cdn$360,000 Financial Arrangement

Nov 17, 2014 | 2014, Corporate News

(Vancouver, Canada) – Diamond Fields International Ltd. (DFI – TSX-V) is pleased to announce that it has reduced its outstanding debt by $150,000 and has raised an additional $210,000 through a warrant exercise.

The Company’s largest shareholder, Spirit Resources SARL (“Spirit”), has converted a Convertible Debenture in the principal amount of $150,000 at the conversion price of $0.0225 per share. This Debenture was originally issued by the Company on January 7, 2013 (see DFI news release dated January 7, 2013) and was subsequently acquired by Spirit in a private transaction in 2014 (see Spirit EWR dated August 5, 2014). Spirit also has fully exercised the Warrant issued in connection with this conversion, providing Diamond Fields with gross proceeds of $210,000.

Accordingly, on November 17, 2014, the Company issued the following securities (the “Securities”) to Spirit:

  • on conversion of the Convertible Debenture, 6,666,667 common shares (the “Shares”) and a warrant to purchase an additional 6,666,667 common shares, which warrant was exercisable at $0.0315 on or before January 7, 2015 (the “Warrant”); and
  • 6,666,667 shares (the “Warrant Shares”) were also issued at a price of $0.0315 per share for the full exercise of the Warrant.

The Securities are subject to three year escrow release provisions set out in an Escrow Agreement signed by Spirit. Spirit’s Early Warning Report was filed on SEDAR on November 17, 2014. After giving effect to the acquisition of the Securities totaling 13,333,334 shares (8,000,001 of which remain held in escrow, to be released in six month stages until May 21, 2016), Mr. Jean-Raymond Boulle beneficially owns and controls, directly and indirectly through Spirit, the following securities of the Company:

  • 99,354,432 common shares representing 71.9% of the Company’s current issued and outstanding common shares on a non-diluted basis (a total of 34,666,667 of which remain held in escrow, to be released in six month stages until May 21, 2016);
  • a warrant to purchase 8,000,000 shares, exercisable at $0.05 per share from May 13, 2013 to May 14, 2016 (the “PP Warrant”); and
  • an 8% Convertible Debenture in the principal amount of Cdn$151,357 (“CD #2) that Spirit acquired from Firebird Global Master Fund II Holdings, Ltd. in a private transaction, which is convertible into 3,027,140 Units at Cdn$0.05 per unit, each unit consisting of one common share and one-half transferable share purchase warrant (for a maximum total 1,513,570 common shares), each whole warrant entitling the holder to purchase one additional common share at a price of Cdn$0.05 per share on or before March 26, 2015. To date, Spirit has not converted CD #2.

Assuming full conversion of CD#2 into 3,027,140 Units, and assuming exercise of the half warrants that are issuable on conversion of CD#2 into a total of 1,513,570 shares, and assuming exercise of the PP Warrant into a total of 8,000,000 common shares, Spirit would, directly and indirectly, increase its shareholdings by 12,540,710 shares, and would accordingly hold a total of 111,895,142 common shares of the Company, which would represent 74.2% of the then 150,759,719 issued and outstanding shares of the Company.


SIGNED: “Earl Young”

Earl Young, CFO, Secretary and Director
For further information, contact Earl Young (604) 685-9911

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.

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