/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Nov. 25, 2011 /CNW/ - Diamond Fields International Ltd.
(DFI:TSX) ("DFI" or the "Company") is pleased to announce that on
November 24, 2011 the Toronto Stock Exchange ("TSX") conditionally
accepted a private placement of 8,355,556 Shares for gross proceeds of
In accordance with the provisions of Subscription Agreements, on
November 25, 2011 the Company issued 8,355,556 Shares at a price of
$0.135 per Share. These Shares will be subject to a hold period under
applicable Canadian securities laws expiring on March 26, 2012, 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 (excluding any directors or officers of the Company) who are
Related Parties have together directly and/or indirectly subscribed for
a total of 5,555,556 Shares from the financing, and accordingly those
Related Parties will acquire up to an additional 5,555,556 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
Multilateral Instrument 61-101.
DIAMOND FIELDS INTERNATIONAL LTD.
Wayne Malouf, Chairman
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.
SOURCE Diamond Fields International Ltd.
For further information:
Wayne Malouf at (214) 691-9000