Diamond Fields International has negotiated non-brokered private placements totalling $8.1-million by the issuance of 6.6 million units at a price of 60 cents per unit for total proceeds of $3.96-million, and 6.9 million subscription receipts convertible into units on a 1-for-1 basis, at a price of 60 cents per subscription receipt for total proceeds of $4.14-million, subject to the approval of the Toronto Stock Exchange. Each unit will consist of one common share of DFI and one non-transferable share purchase warrant, each warrant entitling the holder to purchase one additional common share, exercisable for a period of three years from the closing at a price of $1.00 per share. Should the weighted average closing price of DFI’s shares equal or exceed $1.30 per share for a period of 20 consecutive days at any time between six months and 35 months after the closing and DFI gives the warrantholders notice thereof, the warrants must be exercised within 30 days or they will terminate.
Completion of the SR private placement is subject to receipt of shareholder approval, which will be sought at the company’s next annual general meeting. All proceeds received from the SR private placement will be held in trust until such approval is received.
Proceeds from these private placements will be used to finance continued development of DFI’s Namibian marine diamond concession, as well as exploration activities in Greenland, Sierra Leone and Madagascar, and for repayment of debt and general working capital purposes.
DFI has agreed to pay a fee for assisting in the transaction equal to 6 per cent of the funds raised by the finders, as well as compensation warrants exercisable into common shares of the company at a price of 60 cents per common share on the basis of 6 per cent of the units or subscription receipts sold by them.
Directors and officers of the company may participate in the unit private placement on the same terms as arm’s-length investors to a maximum of 450,000 units, subject to the approval of the independent directors of the company and the Toronto Stock Exchange. Shareholdings of insiders in the company will increase as a result of any such participation. The private placement is expected to close before 21 days following the filing of the material change report respecting the announcement, as management has determined it is necessary to close for sound business reasons.
WARNING: The company relies upon litigation protection for “forward-looking” statements.
