Key points
- The TSX conditionally accepted a private placement of 7,692,000 Diamond Fields International units for gross proceeds of $499,980 on April 14, 2010.
- The units were issued on April 29, 2010, at 6.5 cents each, with each unit consisting of one common share and one warrant.
- Warrants are exercisable at 10 cents per share until March 31, 2012, subject to disinterested shareholder approval at the company’s next meeting.
- Insiders and a related party subscribed for units that will increase their holdings by up to 5,692,000 common shares, excluding warrant shares.
On April 14, 2010, the Toronto Stock Exchange conditionally accepted a private placement of 7,692,000 Diamond Fields International Ltd. units for gross proceeds of $499,980.
In accordance with the provisions of subscription agreements, on April 29, 2010, the company issued 7,692,000 units at a price of 6.5 cents per unit, each unit consisting of one common share and one transferable share purchase warrant, each warrant entitling the holder thereof to purchase one additional common share, exercisable from April 29, 2010, until March 31 2012, at a price of 10 cents per share. At the request of the TSX, the warrants may not be exercised until receipt of disinterested shareholder approval, which will be sought at the company’s next shareholders meeting. If disinterested shareholder approval is not received, the warrants will be cancelled.
These shares and any shares issued on exercise of the warrants will be subject to a hold period under applicable Canadian securities laws expiring on Aug. 30, 2010, and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
Proceeds of the private placement will be applied toward advancing the company’s exploration projects and for general working capital.
Insiders and a related party have together directly and indirectly subscribe for a total of units from the financing, and, accordingly, those related parties will acquire up to an additional 5,692,000 common shares in the capital stock of the company (excluding warrant shares), which will increase their pro rata shareholdings in the company. All of the independent directors of the company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable, and, with the value of the related-party transaction being less than 25 per cent of the company’s market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of the Ontario Securities Commission’s Rule 61-501.
