| ||Mon Nov 7, 2005|
Diamond Fields Closes Private Placement of Cdn$6,096,735
| ||Vancouver, B.C. (November 7, 2005) -- Diamond Fields International Ltd. (TSX: DFI) ("DFI" or the "Company") announces that its private placement disclosed in a News Release dated October 24, 2005 was revised to Cdn$6,096,735 (the "Private Placement"), which was accepted for filing by the Toronto Stock Exchange ("TSX") on November 4, 2005, and that the first tranche of Cdn$4,878,735 (the "First Tranche") has been released to the Company, with the balance to be released upon receipt of shareholder approval as set out below.|
In accordance with the Rules of the TSX, the First Tranche of the Private Placement closed on November 7, 2005 with the issuance and release of a total of 24,393,676 units at Cdn$0.20 per Unit (the "PP Units"), each PP Unit consisting of one common share and one (1) transferable share purchase warrant (the "Warrants"), each Warrant entitling the holder to purchase one (1) additional common share at a price of Cdn$0.40 per share on or before June 2, 2008.
The second tranche of 6,090,000 Units for proceeds of Cdn$1,218,000 (the "Second Tranche") will be released upon receipt of requisite shareholder approvals at the Company's annual general meeting scheduled for November 16, 2005. The Second Tranche includes the indirect subscription of a total of 2,500,000 Units by Jean-Raymond Boulle, an insider of the Company who, before giving effect to the Private Placement, holds directly or indirectly approximately 19.5% of the Company's issued and outstanding common shares and approximately 2.70% of the Company's outstanding warrants. After giving effect to the Private Placement in full, Mr. Boulle will hold directly or indirectly approximately 16.4% of the Company's issued and outstanding common shares and approximately 6.08% of the Company's outstanding warrants. The portion of the Private Placement subscribed to by Mr. Boulle is considered to be a "related party transaction" as defined under Ontario Securities Commission Rule 61- 501 (the "Rule"). In connection with Mr. Boulle's subscription, DFI is relying 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 Mr. Boulle is less than 25% of DFI's market capitalization, as determined by all of the directors of the Company in accordance with the Rule.
In connection with the Private Placement, the Company paid as finders' fees a total of Cdn$221,894 cash, issued 354,000 Units on the same terms as the PP Units, and issued 621,500 Compensation Warrants on the same terms as the Warrants. All of the shares issued or issuable under the Private Placement will be subject to a hold period under applicable Canadian securities laws expiring on March 8, 2006, and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
Proceeds will be used towards paying down outstanding debt, maintaining and advancing the Company's exploration projects, and for general working capital.
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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