NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
(Vancouver, Canada, November 7, 2012) -- Diamond Fields International Ltd. (DFI:TSX) ("DFI" or the "Company") announces that on October 31, 2012 the Toronto Stock Exchange ("TSX") conditionally accepted the re-pricing and one year extension of a convertible debenture in the principal amount of $151,357 (the "Debenture") that was issued to an Insider of the Company on October 19, 2010 (refer to News Release dated October 19, 2010 for particulars).
The Debenture has been extended to mature on September 27, 2013, with 8% interest payable semi-annually, and will be convertible into 1,513,570 Units at a reduced conversion price of $0.10 per Unit, each Unit comprising one common share and one-half transferable share purchase warrant (the "Debenture Warrant"), each whole Debenture Warrant being exercisable into one common share at an exercise price of $0.25 per share on or before September 27, 2013, so that a total of 756,785 common shares may be issued on exercise of the Debenture Warrant.
As consideration for extending the Debenture, the Company has issued a share purchase warrant to the Insider (the "Bonus Warrant") entitling it to purchase up to 890,335 common shares, exercisable at $0.06 per share on or before September 27, 2013 (the "Bonus Warrant Shares"). The Bonus Warrant Shares, if and when issued, will be subject to a hold period under applicable Canadian securities laws expiring on March 8, 2013, and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
The Insider, as a related party, may acquire up to an additional 3,160,690 common shares in the capital stock of the Company (inclusive of all shares that may be issued on conversion of the Debenture and on exercise of the Debenture Warrant and Bonus Warrant), 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.
SIGNED: Ian Ransome
Ian Ransome, Chief Executive Officer
For further information, contact Ian Ransome or Wayne Malouf at (604) 685-9911
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.