| ||Tue Jun 7, 2005|
Private Placement Closed (Amended)
| ||NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES|
Vancouver, B.C. (June 7, 2005) - Diamond Fields International Ltd. (TSX: DFI) ("DFI or the "Company") announces that through inadvertence, its News Release disseminated June 6, 2005 was incomplete. The Company retracts its June 6, 2005 News Release and replaces it with the following:
The Company has closed its private placement (announced May 17, 2005) for gross proceeds of Cdn.$2,000,000, as well as the oversubscription of Cdn.$500,000 for total gross proceeds of Cdn.$2,500,000. At the closing on June 3, 2005, DFI issued a total of 10,000,000 units (the "Units") at a price of Cdn.$0.25 per Unit, each Unit consisting of one common share and one-half (1/2) share purchase warrant, each whole warrant (the "Warrants") entitling the holder to purchase one (1) additional common share in the capital stock of the Company at a price of Cdn.$0.40 per share on or before June 2, 2008, provided that in the event that the weighted average closing price of the Company's common shares on the Toronto Stock Exchange equals or exceeds Cdn.$1.20 during any 20 consecutive trading days commencing 18 months after the date of issuance of the Warrants, then the Company may within 30 days of such an occurrence give notice in writing to the holders of the Warrants that the Warrants shall expire at 5:00 p.m. (Vancouver time) on the 20th business day following delivery of such notice unless exercised by the holders of the Warrants prior to such time.
Also at the closing the Company issued to Haywood Securities Inc. a finder's fee of 57,500 common shares at a deemed issue price of Cdn.$0.25 per share, representing 5% of the gross proceeds received by the Company from certain subscribers.
The common shares forming part of the Units, the common shares issued as a finder's fee and any common shares issued on exercise of the Warrants will be subject to a hold period under applicable Canadian securities laws expiring on October 4, 2005, and will be subject to such other further restrictions on resale as may apply under applicable foreign securities laws.
Four of the directors and officers of the Company together with Jean-Raymond Boulle (collectively, the "Related Parties") participated in the private placement by purchasing, directly or indirectly, a total of 1,310,000 Units representing approximately 13.1% of the Units issued under the private placement. Prior to the closing of the private placement, Jean-Raymond Boulle held, directly or indirectly, 13,318,772 common shares of the Company, representing approximately 19.3% of the Company's outstanding common shares. Following the closing of the private placement, and the issuance of 1,000,000 common shares pursuant to the private placement and 1,700,000 common shares in consideration for the elimination of royalties as more particularly disclosed below, Jean-Raymond Boulle holds, directly or indirectly, 16,018,772 common shares of the Company and warrants to purchase an additional 500,000 common shares, representing approximately 19.8% and 2.7% of the Company's outstanding common shares and warrants, respectively.
In connection with the private placement of Units to the Related Parties, DFI relied 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 issued to the Related Parties under the private placement is 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.
A material change report under the Rule was not filed prior to the closing of the private placement due to the fact that the final subscription details, including in relation to Related Parties, were not determined until shortly before the closing, and DFI, having determined such details and upon receiving approval of the transaction by its Board of Directors, wished to close the private placement on an expedited basis in view of market conditions. A material change report relating to the closing of the private placement will be filed as soon as practicable following the date hereof, and will be accessible under DFI's profile on SEDAR at www.sedar.com.
The funds raised in the private placement will provide the Company with working capital to finance its overhead and ongoing exploration activities.
As noted above, the Company also announces that it has received regulatory acceptance to close and has issued 1,700,000 common shares to a company controlled by Mr. Boulle in consideration for the elimination of certain royalties held by Mr. Boulle, which transaction was previously announced on April 29, 2005. These shares also are subject to a hold period under applicable Canadian securities laws expiring on October 4, 2005, and will be subject to such other further restrictions on resale as may apply under applicable foreign securities laws. In connection with this transaction, DFI relied on the exemptions from the formal valuation and minority shareholder approval requirements of the Rule on the basis that the fair market value of the securities issued to the company controlled by Mr. Boulle is less than 25% of DFI's market capitalization, as determined by all of the directors of the Company.
Diamond Fields also announces that it has successfully renegotiated its debt obligations with Quest Capital Corporation ("Quest") and Spirit Resources SARL ("Spirit"), a company controlled by Jean-Raymond Boulle. In the case of Quest, the parties have agreed, subject to certain conditions, to extend the date of Quest's loan of Cdn.$1,950,000 used to purchase the mv DF Discoverer from June 30, 2005 to November 30, 2005 for which a fee of 975,000 free trading common shares of DFI is due to Quest. Mr. Boulle has graciously agreed to provide the free trading shares to Quest in exchange for delivery of Quest's restricted shares upon becoming free trading.
In addition, DFI has reached agreement with Spirit to extend the date on which payments are due to resume on its loan to DFI for approximately US $2 million to November 30, 2005 unless DFI completes a further financing of $4.5 million or more. Payments have been deferred on this loan with the consent of the lender since November 2004. In consideration for this one year deferral of payments on this debt, the Company has agreed, subject to TSX acceptance and necessary shareholder approval, to reduce the conversion price on which the debt is convertible into shares of DFI to Cdn.$0.25.
Gregg J. Sedun, President and CEO of Diamond Fields stated: "Restructuring our debt obligations, as well as completion of the recent financing, were integral to the re-launching of the mv DF Discoverer and the resumption of diamond production. The new financial arrangements with Quest and Mr. Boulle are essential to give us the time necessary to resume our cash flow from our diamond production."
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.
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