| ||Tue Dec 5, 2006|
Sale of real estate properties in Luderitz, Namibia
| ||(Cape Town, December 05, 2006) -- Diamond Fields International Ltd. (DFI:TSX) ("DFI" or the "Company") is pleased to announce that it has entered into agreements for the sale of two real estate properties in Luderitz, Namibia to Spirit Resources SARL ("Spirit") for aggregate consideration of US$320,000 (the "Purchase Price"). The properties, each held by the Company's wholly-owned subsidiary Diamond Fields (Namibia) (Proprietary) Limited, consist of a commercial warehouse facility housing a basic diamond recovery plant designed to treat gravel recovered from small scale diver operations, and a nearby residential property containing two semi-detached houses with out buildings which have been used primarily for crew accommodations as required during transit to the Company's mining vessel. Neither property has been extensively used by the Company in recent years but should the Company require future use of the properties, Spirit has agreed to a lease-back on commercially reasonable terms.|
Spirit is controlled by DFI's major shareholder, Jean-Raymond Boulle, who currently holds, directly or indirectly, approximately 16.3% of DFI's issued and outstanding common shares. The purchase price for the properties is based upon and supported by reports of an independent Namibian property valuer.
The Transaction constitutes a "related party transaction" under Ontario Securities Commission Rule 61-501, but is exempted from the formal valuation and minority approval requirements of that Rule as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Transaction, exceeds 25% of the Company's market capitalization, as determined by the directors of the Company. The Transaction was unanimously approved by the directors of DFI, all of whom are independent of Spirit and Jean-Raymond Boulle. The Company will not have filed a material change report at least 21 days prior to the completion of this Transaction, as the Company and Spirit only recently concluded the terms of the Transaction and, having received approval of DFI's directors and acceptance of the Transaction by the Toronto Stock Exchange, the Company wishes to receive the sale proceeds and close the Transaction on an expedited basis for sound business reasons.
The proceeds from the transaction will be applied to the Company's ongoing running expenses and working cash requirements.
DATED December 5, 2006.
DIAMOND FIELDS INTERNATIONAL LTD.
"Roger J. Daniel"
Roger J. Daniel, President and CEO
For further information, contact Roger Daniel at +27 21 425 1990
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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