Diamond Fields Closes Non-Brokered $650,000 Financing
VANCOUVER, Jan. 7, 2013
VANCOUVER, Jan. 7, 2013 /PRNewswire/ - 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, 2012.
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
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 law.
SOURCE Diamond Fields International Ltd.
contact Wayne Malouf at + 1 604 685 9911
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