Us$1.5 Million Credit Facility Transaction and Consolidation of Debt

Diamond Fields International Ltd. (DFI) has entered into a

credit facility agreement with Spirit

Resources SARL, providing for a loan by Spirit of $1.5-million (U.S.) to

assist the company with its existing and anticipated future working capital

requirements. Spirit is controlled by Jean-Raymond Boulle, who beneficially

owns, directly or indirectly, a total of 38,174,305 common shares of DFI,

representing approximately 27 per cent of DFI’s issued and outstanding shares.

As detailed in DFI’s continuous disclosure filings with Canadian

securities regulators (including the company’s rights offering circular dated

Dec. 14, 2006), the company is indebted to Spirit pursuant to a promissory

note issued by the company dated June 9, 2004, as amended.

As of Feb. 15, 2007, a total of $2,298,689.26 (U.S.) in outstanding

principal, and accrued and unpaid interest was due to Spirit under the 2004

note. Pursuant to the terms of the 2004 note (and as

approved by the shareholders of DFI at its annual general meeting held on

Nov. 16, 2005), the 2004 note amount is convertible, in whole or in part,

at the election of Spirit, into common shares of DFI at the price of 25

Canadian cents per share.

As previously stated in a letter agreement dated June 2, 2005, Spirit

agreed to postpone repayment of the amount owing under the 2004 note, and DFI

agreed to secure such amount by all of DFI and its subsidiaries’ property

and assets.

The credit facility agreement, in addition to providing a loan in the

amount of $1.5-million (U.S.) to DFI for its working capital purposes, consolidates

all of DFI’s prior debt to Spirit (consisting of the 2004 note amount and

other debt in the total amount of $182,944.86 (U.S.) as reported in the

company’s financial statements) for a total principal amount of

$3,981,634.12 (U.S.) owing under the credit facility agreement.

Effective Feb. 20, 2007, such principal will accrue interest under the

credit facility agreement at the rate of 10 per cent per year, payable monthly, with

the first payment to commence on the last business day of February, 2007. DFI

will be entitled to prepay any part of the principal prior to the maturity

date of Feb. 20, 2009.

The credit facility agreement further provides that all amounts owing

thereunder will be secured by all of DFI and its subsidiaries’ property and

assets, including a first ship mortgage over DFI’s mining vessel, DF

Discoverer. The credit facility agreement contains other customary

representations, warranties and covenants. A copy of the credit facility

agreement, including the schedules thereto which comprise the security

instruments, will be filed on SEDAR under the

company’s profile as a material contract.

As Spirit is an insider of the company, the transaction contemplated by

the credit facility agreement constitutes a related-party transaction under

Rule 61-501 of the Ontario Securities Commission (OSC). However, as

a loan or credit facility transaction, the transaction is exempted from the

formal valuation requirements of the OSC. The company is also exempted

from the shareholder approval requirements of the OSC rule provided by the

exemption contained in Section 5.7(1)7 (loan to issuer, no equity or voting

component) of the OSC rule. In reaching these conclusions, the directors of

the company (each of whom are independent of Mr. Boulle and Spirit)

unanimously determined that the credit facility agreement is on commercially

reasonable terms that are not less advantageous to the company than if a

similar credit facility were obtained from a person or company dealing at

arm’s length with the company. The directors have also determined that the credit facility agreement, and the

transactions and agreements contemplated thereby are fair and reasonable to

the company, and are in the best interests of the company and its shareholders.

The credit facility agreement has been accepted by the Toronto Stock Exchange.

A material change report was not filed prior to 21 days before the

execution of the credit facility agreement and the advance of funds

thereunder, as the company wished to negotiate and complete the transaction on

an expedited basis in view of its working capital requirements and for other

sound business reasons.

The credit facility agreement also provides that the principal, and all

outstanding accrued and unpaid interest may become convertible, in whole or in

part, at the election of Spirit, into common shares of DFI, subject to receipt

of necessary approvals of the TSX, as well as the minority shareholders of the company as

required under the OSC rule, and the rules and policies of the TSX. The company

has agreed to hold a special meeting of its shareholders to seek the necessary

shareholder approval of such conversion feature priced at the lowest

conversion rate currently available under the rules of the TSX and will

provide further details in due course. Until such approvals are obtained, no

amount owing under the credit facility agreement will be convertible into

common shares of the company, except in respect of the 2004 note amount, which

remains convertible pursuant to the terms of the 2004 note, as previously

approved by shareholders.

Pursuant to the credit facility agreement, effective Feb. 22, 2007,

Spirit advanced $930,000 (U.S.) to the company, leaving an additional $570,000

(U.S.) available for future advances under the credit facility agreement as may be

required by DFI.