VANCOUVER, May 16, 2013 /CNW/ - Diamond Fields International Ltd.
(DFI:TSX) wishes to announce the following.
Cdn$200,000 Private Placement Closed
The Company has closed the private placement announced in a News Release
dated May 13, 2013. On May 14, 2013 the Company received conditional
acceptance from the TSX Venture Exchange (the "TSX-V") to close the
private placement. Accordingly, on May 15, 2013, the Company issued a
total of 8,000,000 Units at $0.025 per Unit, each Unit consisting of
one common share and one share purchase warrant, each warrant entitling
the holder to purchase one additional common share at $0.05 on or
before May 14, 2014, and thereafter at $0.10 per share on or before May
These shares, including any shares issued on exercise of the warrants
will be subject to a hold period under applicable Canadian securities
laws expiring on September 15, 2013, and will be subject to such
further restrictions on resale as may apply under applicable foreign
Change of Listing Status
The TSX-V has confirmed that effective at market open on Tuesday, May
21, 2013 (the "Listing Date"), the Company will commence trading as a
Tier 2 Issuer on the TSX-V. This provides a streamlined continuance of
trading for the Company's stock.
As previously announced, the Company's shares will be delisted from
trading on the Toronto Stock Exchange at the close of business on
Friday, May 17, 2013.
Shares to be Held in Escrow
As a condition to list on the TSX-V, the Company and certain Insider
shareholders have agreed that any shares that may be issued on
conversion and/or exercise of the following previously issued
Convertible Debentures and Warrant will be held in escrow (hereinafter
jointly referred to as the "Escrowed Shares"):
Convertible Debenture in the principal amount of $500,000 that was
issued to Spirit Resources SARL on January 7, 2013, convertible into a
total of 22,222,222 Units at $0.0225 per Unit. Each Unit is comprised
of one common share and one share purchase warrant, with each warrant
being exercisable into one common share at $0.0315 on or before January
7, 2015. If converted, any shares that are issued will be released from escrow as to 10% on
the Listing Date, and 15% every 6 months thereafter;
Convertible Debenture in the principal amount of $150,000 that was
issued to Firebird Global Master Fund, Ltd. on January 7, 2013,
convertible into a total of 6,666,667 Units at $0.0225 per Unit. Each
Unit is comprised of one common share and one share purchase warrant,
with each warrant being exercisable into one common share at $0.0315 on
or before January 7, 2015. If converted, any shares that are issued will be released from escrow as to 10% on
the Listing Date, and 15% every 6 months thereafter; and
A share purchase warrant that was issued on November 7, 2012 to Firebird
Global Master Fund II, Ltd. entitling them to purchase up to 890,335
common shares of the Company on or before September 27, 2013 at a price
of $0.06 per share. If exercised, any shares that are issued must be held for a period of four months
from the Listing Date, and released as to 20% on the Listing Date and
20% every month thereafter.
The TSX-V has confirmed that the Escrowed Shares (assuming conversion and/or exercise) will be released from escrow upon receipt by the Company of
shareholder approval to a 5:1 consolidation.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: Edward Wayne Malouf
Edward Wayne Malouf, Chairman and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Diamond Fields International Ltd.
For further information:
contact Ian Ransome or Earl Young at + 1 604 685-9911