OR FOR DISSEMINATION IN THE UNITED STATES
(Vancouver, Canada, May 13, 2013) – Diamond Fields International Ltd. (DFI:TSX) is pleased to announce that it has negotiated a private placement with Spirit Resources SARL (the “Insider”) for gross proceeds of $200,000, subject to acceptance by the TSX Venture Exchange (the “Financing”). On closing the Company will issue 8,000,000 Units at a price of $0.025 per Unit (the “Units”), each Unit consisting of one common share and one share purchase warrant, each warrant entitling the holder thereof to purchase one additional common share, exercisable for a period of three (3) years from the date of issuance at a price of $0.05 per share in the first year and thereafter at a price of $0.10 per share.
Approximate use of proceeds will be as follows:
- $50,000 for audit fees, corporate services, rent and legal
- $100,000 for exploration and development, including registrations and licensing, as follows:
- offshore marine Red Sea $35,000
- offshore marine southern Africa $55,000
- Liberia gold project $8,000 and
- Madagascar nickel project $2,000
- $50,000 will be used for general working capital.
The Insider has indirectly subscribed for all of the Units from this financing, and accordingly that related party may acquire up to an additional 16,000,000 common shares in the capital stock of the Company (including shares that may be issued on exercise of warrants issued in connection with this financing), which will increase his pro rata shareholdings in the Company (the “Related Party Transaction”). The directors of the Company, acting in good faith, have approved the Financing, and have determined that the fair market value of the securities being issued and the consideration paid is reasonable and, with the value of the Related Party Transaction being less than 25% of the Company’s market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of the Ontario Securities Commission’s Rule 61-501.
A further News Release will be disseminated when the Financing closes.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: “Edward Wayne Malouf”
Edward Wayne Malouf, Chairman and Director
For further information, contact Ian Ransome or Earl Young at + 1 604 685-9911
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.