Diamond Fields International
Ltd. has
received applicable Canadian regulatory approvals for and is proceeding with
the proposed rights offering originally reported in Stockwatch on Sept. 1, 2006. The rights offering is
being made to shareholders resident in Canada and shareholders resident in
eligible offshore jurisdictions (collectively, eligible shareholders).
Under the rights offering, each shareholder of record on Dec. 28,
2006, will receive one transferable right for
every common share of the company held. Of the rights, 4.041 will entitle eligible
shareholders to purchase one common share of the company at the subscription
price of nine cents, until the expiration of the rights offering which shall be
4 p.m. Toronto time on Jan. 30, 2007.
The rights will be posted for trading and the company’s common shares
will commence trading on the Toronto Stock Exchange on an ex-rights
basis at market open on Dec. 22, 2006. The rights will trade under the
symbol DFI.RT.
In the event that all of the rights are exercised, the company will
receive gross proceeds of approximately $2,523,297, which will be used to finance
the completion of the company’s mining vessel dry docking, upgrade and
maintenance program, to continue the Liberian diamond and gold exploration
projects, to pay for the expenses of the rights offering, and for general
working capital and administrative expenses.
A detailed rights offering circular and rights certificate will be mailed
to all eligible shareholders on or about Jan. 3, 2007, and will also be
available on the SEDAR website. Computershare Investor
Services Inc., as subscription agent under the rights offering, has agreed to
sell the rights of all ineligible shareholders on a best-efforts basis on
their behalf and to remit the pro rata net proceeds (if any) from such sale to
the ineligible shareholders following completion of the rights offering.
Shareholders should refer to the detailed rights offering circular for the
terms and conditions of the rights offering.
The company has been advised that certain of the directors and officers
of the company may exercise the rights they will receive under the rights
offering (subject to compliance with the laws of the jurisdiction in which
they are resident); however, no commitments to do so have been made. The
directors and officers of the company, as a group, own less than 2 per cent of the
company’s outstanding shares.
As disclosed in the company’s news release in Stockwatch dated Sept. 1, 2006,
Spirit Resources SARL, which is controlled by the company’s largest
shareholder, Jean-Raymond Boulle, has agreed to participate in the 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,
pursuant to the standby guarantee agreement between the company and Spirit
dated Aug. 23, 2006. In connection with the standby guarantee agreement,
Spirit has advanced to the company a total of $1.8-million to be applied
toward Spirit’s participation in the rights offering, and such advance will,
pending completion of the rights offering, constitute a non-interest-bearing
loan from Spirit to the company. Please refer to the company’s news releases in Stockwatch
dated Sept. 1, 2006, and Nov. 3, 2006, for further details on the
standby guarantee agreement and Spirit’s participation in the rights offering,
as well as the rights offering circular.
