| ||Thu May 3, 2007|
Diamond Fields to Raise up to US$10 Million Shareholders' Meeting to Approve Convertibility of Spirit Credit Facility
| ||Cape Town, May 3, 2007 - Diamond Fields International Ltd. (DFI:TSX) ("DFI" or the "Company") is pleased to announce that it has entered into an engagement letter with Ferris, Baker Watts Inc. ("FBW") to raise up to US$10 million through a private placement, on a best-efforts agency basis, of up to 66,666,666 common shares of the Company at a price of US$0.15 per share (or C$0.175 per share), to certain US and offshore institutional accredited investors all of which are at arm's length to the Company. At or following closing, the Company will pay up to 6% in placement agent fees for the financing and financial advisory fees, representing total fees of up to US$600,000 payable in cash.|
The private placement remains subject to acceptance by the Toronto Stock Exchange.
Proceeds of the financing will be applied towards advancing the Company's exploration projects and for general working capital.
Further to the Company's news release dated February 27, 2007, the Company has called an extraordinary general meeting of its shareholders to seek approval of the convertibility of all amounts owing to Spirit Resources SARL ("Spirit") under the Company's credit facility with Spirit. Spirit is controlled by Mr. Jean-Raymond Boulle, an insider of the Company who currently holds approximately 27% of DFI's outstanding shares. At the meeting, the Company's shareholders (excluding Mr. Boulle and his associates and affiliates) will be asked to approve that all amounts owing under the credit facility (approx. US$4 million) may be converted into common shares of the Company, in whole or in part at the election of Spirit, on the basis of US$0.15 per share. This conversion price is consistent with the pricing of the private placement with arm's length purchasers announced above.
The extraordinary general meeting is scheduled for June 20, 2007 and the meeting materials, including a management information circular containing full details of the transaction, are expected to be filed on SEDAR and mailed to shareholders of record on or about May 23, 2007.
DIAMOND FIELDS INTERNATIONAL LTD.
"Roger J. Daniel"
Roger J. Daniel, President and CEO
For further information, contact Roger Daniel at +27 21 425 1990 Website: www.diamondfields.com
THIS NEWS RELEASE IS NOT AN OFFER OF SECURITIES
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Any public offering of securities in the United States must be made by means of a prospectus that contains detailed information about the Company and its management, as well as financial statements.
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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