NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, B.C. (October 24, 2005) – Diamond Fields International Ltd. (TSX: DFI) (“DFI” or the “Company”) announces that it has negotiated a private placement with investors for a total of Cdn$5,000,000 by the issuance of 25,000,000 units at a price of Cdn$0.20 per unit, each unit consisting of one common share and one transferable share purchase warrant, each warrant entitling the holder to purchase one additional common share, exercisable on or before June 2, 2008 at an exercise price of Cdn$0.40 per share (the “Private Placement”). The Private Placement is subject to acceptance by the Toronto Stock Exchange.
As required by the rules of the Toronto Stock Exchange (the “TSX Rules”), shareholder approval to the participation in the Private Placement by the Company’s largest shareholder, Jean-Raymond Boulle, is being sought at the Company’s upcoming Annual General Meeting (the “AGM”), as the issuance of shares to Mr. Boulle, together with his current shareholdings and shares that may be issued on conversion of an outstanding promissory note may result in Mr. Boulle and/or companies controlled by him owning more than 20% of the issued and outstanding shares of the Company, constituting a control position.
Also as required under TSX Rules, shareholder approval must be obtained for private placements of an aggregate number of Shares issuable being greater than 25% of the number of shares outstanding (on a non-diluted basis) prior to the date of closing of a private placement, if the price per security is less than the market price (the “25% Rule”). The Company’s Private Placement is being offered at a discount from the current market price, and the shares to be issued pursuant to the Private Placement may exceed the number permitted by the 25% Rule, depending on the number of shares issued pursuant to the Private Placement and the number of shares outstanding at the closing of the Private Placement. Accordingly, the Company has arranged to obtain shareholder approval at the AGM to the Private Placement, as required by the TSX.
The Company will pay finders’ fees to agreed parties in connection with the Private Placement, which will be payable in cash and/or shares as well as compensation warrants, as the case may be, in accordance with the policies of the Toronto Stock Exchange.
Proceeds will be used towards paying down outstanding debt, maintaining and advancing the Company’s exploration projects, and for general working capital.
Certain of the Insiders of the Company, together with Jean-Raymond Boulle and or companies controlled by him (collectively the “Related Parties”) may participate in the Private Placement by purchasing, directly or indirectly, units from the Private Placement for up to Cdn$1,000,000. Please refer to DFI’s Annual Information Form and Management Proxy Materials which have recently been filed on SEDAR for particulars regarding percentage ownerships held by Insiders of the Company. In connection with the Private Placement of units to the Related Parties, DFI is relying on the exemptions from the formal valuation and minority shareholder approval requirements of Rule 61-501 of the Ontario Securities Commission (the “Rule”) on the basis that the fair market value of the securities to be issued to the Related Parties under the private placement will be less than 25% of DFI’s market capitalization, as determined by all of the directors of the Company excluding the directors that are Related Parties.
Diamond Fields International Ltd. is an internationally active exploration and mining company pursuing mineral exploration 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 mineral exploration 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).
Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors identified in 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 statement.