VANCOUVER, Jan. 7, 2013 /CNW/ - Diamond Fields International Ltd.
(DFI:TSX) ("DFI" or the "Company") is pleased to announce that on
November 22, 2012 the Toronto Stock Exchange ("TSX") conditionally
accepted a private placement by the issuance of convertible debentures
in the total aggregate amount of $650,000 (the "Debentures") to two
insiders of the Company, one of whom is the Company's controlling
shareholder (the "Insiders"). The issuance of the Debentures was
subject to receipt of "disinterested" shareholder approval, which was
obtained at the Company's Annual General Meeting held December 20,
In accordance with the provisions of Subscription Agreements, on January
7, 2013 the Company issued the Debentures, which are for a two year
term maturing January 7, 2015, with 8% interest payable semi-annually.
The Debentures are convertible into a total of 28,888,889 units (the
"Units") at a conversion price of $0.0225 per Unit. Each Unit is
comprised of one common share and one share purchase warrant (the
"Warrants"), each Warrant entitling the holder to acquire one
additional common share (the "Warrant Shares") on or before January 7,
2015 at a price of $0.0315 per Warrant Share.
Any shares that may be issued on conversion of the Debentures or on
exercise of the Warrants will be subject to a hold period under
applicable Canadian securities laws expiring on May 8, 2013, 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.
The Insiders, who are accordingly related parties under applicable
Canadian securities laws, may acquire up to an additional 28,888,889
common shares in the capital stock of the Company if they convert the
Debentures (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, as the value of
the Related Party Transaction is less than 25% of the Company's market
capitalization, the transaction is exempt from the formal valuation and
minority shareholder approval requirements of Multilateral Instrument
61-101 Protection of Minority Security Holders in Special Transactions.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: Wayne Malouf
Wayne Malouf, Chairman and director
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
SOURCE: Diamond Fields International Ltd.
For further information:
contact Wayne Malouf at + 1 604 685 9911