/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, April 29 /CNW/ - Diamond Fields International Ltd. (DFI:TSX) ("DFI" or the "Company") is pleased to announce that on April 14, 2010 the Toronto Stock Exchange ("TSX") conditionally accepted a private placement of 7,692,000 Units for gross proceeds of Cdn$499,980.
In accordance with the provisions of Subscription Agreements, on April 29, 2010 the Company issued 7,692,000 Units (the "Units") at a price of $0.065 per Unit, each Unit consisting of one common share and one transferable share purchase warrant (the "Warrants"), each Warrant entitling the holder thereof to purchase one additional common share, exercisable from April 29, 2010 until March 31 2012 at a price of $0.10 per share. At the request of the TSX, the Warrants may not be exercised until receipt of "Disinterested" shareholder approval, which will be sought at the Company's next Shareholders' Meeting. If Disinterested Shareholder approval is not received, the Warrants will be cancelled.
These shares and any shares issued on exercise of the Warrants will be subject to a hold period under applicable Canadian securities laws expiring on August 30, 2010, 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 subscribe for a total of Units from the Financing, and accordingly those related parties will acquire up to an additional 5,692,000 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, Chief Executive Officer
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.
SOURCE Diamond Fields International Ltd.
For further information: For further information: Wayne Malouf at (604) 685-9911, Website: www.diamondfields.com