Standby Guarantee Agreement for Proposed Rights Offering

Diamond Fields International

Ltd. has

entered into a standby guarantee agreement with Spirit Resources SARL

in relation to a proposed rights offering of the company pursuant

to which the company will, subject to receipt of all necessary regulatory

approvals, offer to distribute to the company’s shareholders on a pro rata

basis and at no charge, transferable rights to purchase up to 28,000,559

common shares of the company at a price of nine cents per share for gross proceeds

of up to $2,520,050 (representing up to approximately 24.7 per cent of the company’s

outstanding shares). Pursuant to the standby guarantee agreement, Spirit has

agreed to participate in the proposed rights offering by purchasing up to

$2-million of the offering through exercising its basic subscription

privilege, additional subscription privilege and by purchasing additional

shares on a standby commitment basis if necessary. Spirit has also advanced

to the company $500,000 to be applied toward Spirit’s participation in the

rights offering. Under the agreement, DFI is entitled to employ such funds for

its general corporate purposes and the advance will, pending closing of the

rights offering, constitute a non-interest-bearing loan from Spirit to DFI.

Spirit is controlled by Jean-Raymond Boulle, who is the company’s largest

shareholder currently beneficially owning, directly or indirectly,

approximately 16 per cent of the company’s issued and outstanding common shares. None

of Spirit, Jean-Raymond Boulle or any affiliated company will receive any

consideration from DFI for Spirit’s covenant to participate in the rights

offering pursuant to the standby guarantee agreement. The standby guarantee

agreement has been accepted by the Toronto Stock Exchange.

Further details on the proposed rights offering will be provided by the company in due course and will be contained in a rights offering circular to

be mailed to shareholders as of a record date to be set by DFI’s board of

directors. The rights offering remains subject to applicable Canadian

securities laws and stock exchange rules, including completion and approval of

all necessary filings with applicable Canadian securities regulatory

authorities and the Toronto Stock Exchange.

The company anticipates that the proceeds of the rights offering will be

used for completion of the company’s mining vessel dry docking, upgrade and

maintenance program, continuation of the Liberian diamond and gold exploration

projects, and for general working capital and administrative expenses.

Roger Daniel, president and chief executive officer, commented, “We are delighted that by

means of the commitment to the proposed rights offering through the standby

guarantee agreement, our largest shareholder is showing significant support

and recognizing potential value in the company’s assets and business plan.”