| ||Tue Oct 19, 2010|
Diamond Fields Closes Non-Brokered $1,229,858 Financing
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
(Vancouver, Canada, October 19, 2010) - Diamond Fields International Ltd. (DFI:TSX) ("DFI" or the "Company") is pleased to announce that on October 8, 2010 the Toronto Stock Exchange ("TSX") conditionally accepted a private placement of 7,234,461 Units for gross proceeds of Cdn$1,229,858. Each Unit is comprised of one common share and one-half transferable share purchase warrant, each whole warrant entitling the holder to purchase one additional share at $0.25 per share for a period of two years.
Of the $1,229,858 being raised, $451,357 was raised by the issuance of convertible debentures (the "Debentures") to two insiders of the Company, one of whom is the Company's controlling shareholder. The conversion of the Debentures is subject to receipt of "disinterested" shareholder approval. The Debentures are for a two year term, with 8% interest payable semi-annually, and will be convertible into Units. The Company will be seeking "disinterested" Shareholder approval to the conversion of the Debentures at its Annual General Meeting scheduled to be held on December 6, 2010. If "disinterested" Shareholder approval is not received, the Debentures will be cancelled and the funds will be returned.
In accordance with the provisions of Subscription Agreements, on October 19, 2010 the Company issued the Debentures (which are convertible into a total of 2,655,041 Units, each Unit comprised of one share and one-half warrant, each whole warrant being exercisable into one common share @ $0.25 per share on or before October 18, 2012), together with 4,579,420 Units (the "Units") at a price of $0.17 per Unit, each Unit consisting of one common share and one-half share purchase warrant (the "Warrants"), each whole Warrant entitling the holder thereof to purchase one additional common share, exercisable from October 19, 2010 until October 18, 2012 at a price of $0.25 per share.
These shares, including any shares issued on conversion of the Convertible Debenture or on exercise of the Warrants, will be subject to a hold period under applicable Canadian securities laws expiring on February 20, 2011 and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
Proceeds of the private placement will be applied towards advancing the Company's exploration projects and for general working capital.
Insiders and a related party have together directly and/or indirectly subscribed for a total of 3,155,041 Units (inclusive of Debentures convertible into 2,655,041 Units) from the financing, and accordingly those related parties may acquire up to an additional 3,155,041 common shares in the capital stock of the Company (excluding warrant shares) which will increase their pro rata shareholdings in the Company (the "Related Party Transaction"). All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable and, with the value of the Related Party Transaction being less than 25% of the Company's market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of the Ontario Securities Commission's Rule 61-501.
DIAMOND FIELDS INTERNATIONAL LTD.
Wayne Malouf, Chairman and director
For further information, contact Wayne Malouf at + 1 604 685 9911
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, except as otherwise required by law.
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