Spirit Resources SARL has agreed to purchase 5,090,456 common shares of Diamond Fields International Ltd. from Firebird Global Master Fund II Holdings Ltd. Spirit is controlled by DFI’s major shareholder, Jean-Raymond Boulle.
In addition, the company has purchased two convertible debentures from Firebird and Firebird Global Master Fund I Holdings Ltd., an affiliate of Firebird:
A debenture maturing on Jan. 7, 2015, convertible into 6,666,667 units at a conversion price of 2.55 cents per unit, with each unit comprising one DFI common share and one warrant, each warrant entitling the holder to acquire one additional DFI common share on or before Jan. 7, 2015, at a price of 3.15 cents per share; A debenture maturing on March 26, 2015, convertible into 3,027,140 units at a conversion price of five cents per unit, with each unit comprising one DFI common share and one-half warrant, each whole warrant entitling the holder to acquire one additional DFI common share on or before March 26, 2015, at a price of five cents per share.
- A debenture maturing on Jan. 7, 2015, convertible into 6,666,667 units at a conversion price of 2.55 cents per unit, with each unit comprising one DFI common share and one warrant, each warrant entitling the holder to acquire one additional DFI common share on or before Jan. 7, 2015, at a price of 3.15 cents per share;
- A debenture maturing on March 26, 2015, convertible into 3,027,140 units at a conversion price of five cents per unit, with each unit comprising one DFI common share and one-half warrant, each whole warrant entitling the holder to acquire one additional DFI common share on or before March 26, 2015, at a price of five cents per share.
After giving effect to the acquisition of the shares and the debentures, Mr. Boulle beneficially owns and controls, directly and indirectly, the following securities of DFI:
86,012,098 DFI common shares, representing 68.9 per cent of DFI’s issued and outstanding common shares on a non-diluted basis; Warrants exercisable to purchase up to eight million DFI common shares at a price of 10 cents per share until May 14, 2016; The debentures.
- 86,012,098 DFI common shares, representing 68.9 per cent of DFI’s issued and outstanding common shares on a non-diluted basis;
- Warrants exercisable to purchase up to eight million DFI common shares at a price of 10 cents per share until May 14, 2016;
- The debentures.
On a diluted basis, the securities (assuming exercise of the warrants, conversion of the debentures and exercise of the warrants obtained through the conversion of the debentures) would represent 74.2 per cent of DFI’s then issued and outstanding common shares.
The shares and debentures will be held for investment purposes. Mr. Boulle may, depending on market and other conditions, increase or decrease his beneficial ownership of DFI securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions, and other available investments and business opportunities.
This news release is issued pursuant to National Instrument 62-103, the early warning system, and related takeover bids and insider reporting issues, which also requires that a report be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will appear with DFI’s documents on SEDAR.
