On Dec. 1, 2003, Exploration Capital Partners Limited Partnership acquired 3.33 million subscription receipts of Diamond Fields’ convertible into units on a 1-for-1 basis, at a price of 60 cents per subscription receipt pursuant to a private placement. Each unit consists of one common share in the capital of Diamond Fields and one non-transferable share purchase warrant, each warrant entitling the holder to purchase one additional share, exercisable until Nov. 28, 2006, at a price of $1. Global Resource Investments Ltd., also of 7770 El Camino Real, Carlsbad, Calif., acquired 236,600 subscription receipts. Global is owned and controlled by Arthur Richards Rule. The conversion of the subscription receipts into units was effected Dec. 17, 2003.
Prior to the private placement, Exploration owned 100,000 common shares of Diamond Fields. Upon conversion of the subscription receipts, Exploration together with Global, owns 3,666,600 shares of Diamond Fields, representing 5.5 per cent of the outstanding shares of Diamond on a non-diluted basis. Exploration and Global combined hold warrants which, if exercised, could increase their holdings in Diamond Fields to 7,233,200 common shares, representing 10.23 per cent of the then outstanding shares of Diamond Fields, assuming no other shares of Diamond Fields are issued.
Exploration’s general partner, Resource Capital Investment Corp., also of 7770 El Camino Real, Carlsbad, Calif., controls the voting of securities held by Exploration. Resource is 90 per cent owned and controlled by the Rule Family Trust and Arthur Richards Rule. By virtue of their relationship, Global, Resource and Exploration are deemed to be acting jointly and in concert.
The transaction involved a private placement of securities from the treasury of Diamond Fields. The securities were acquired for investment purposes. While neither Global nor Exploration has a present intention of acquiring further securities of Diamond Fields, either may in the future acquire or dispose of securities of Diamond Fields, through the market or otherwise, as circumstances or market conditions warrant.
