/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, May 13, 2013 /CNW/ - Diamond Fields International Ltd.
(DFI:TSX) is pleased to announce that it has negotiated a private
placement with Spirit Resources SARL (the "Insider") for gross proceeds
of $200,000, subject to acceptance by the TSX Venture Exchange (the
"Financing"). On closing the Company will issue 8,000,000 Units at a
price of $0.025 per Unit (the "Units"), each Unit consisting of one
common share and one share purchase warrant, each warrant entitling the
holder thereof to purchase one additional common share, exercisable for
a period of three (3) years from the date of issuance at a price of
$0.05 per share in the first year and thereafter at a price of $0.10
Approximate use of proceeds will be as follows:
$50,000 for audit fees, corporate services, rent and legal
$100,000 for exploration and development, including registrations and
licensing, as follows:
offshore marine Red Sea $35,000
offshore marine southern Africa $55,000
Liberia gold project $8,000 and
Madagascar nickel project $2,000
$50,000 will be used for general working capital.
The Insider has indirectly subscribed for all of the Units from this
financing, and accordingly that related party may acquire up to an
additional 16,000,000 common shares in the capital stock of the Company
(including shares that may be issued on exercise of warrants issued in
connection with this financing), which will increase his pro rata shareholdings in the Company (the
"Related Party Transaction"). The directors of the Company, acting in
good faith, have approved the Financing, and 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.
A further News Release will be disseminated when the Financing closes.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: "Edward Wayne Malouf"
Edward Wayne Malouf, Chairman and Director
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. 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