Diamond Fields International Ltd. (DFI) has reduced its outstanding debt by $150,000 and has raised an additional $210,000 through a warrant exercise.
The company’s largest shareholder, Spirit Resources Sarl, has converted a convertible debenture in the principal amount of $150,000 at the conversion price of 2.25 cents per share. This debenture was originally issued by the company on Jan. 7, 2013 (see DFI news release dated Jan. 7, 2013) and was subsequently acquired by Spirit in a private transaction in 2014 (see Spirit early warning report dated Aug. 5, 2014). Spirit also has fully exercised the warrant issued in connection with this conversion, providing Diamond Fields with gross proceeds of $210,000.
Accordingly, on Nov. 17, 2014, the company issued the following securities to Spirit:
On conversion of the convertible debenture, 6,666,667 common shares and a warrant to purchase an additional 6,666,667 common shares, which warrant was exercisable at 3.15 cents on or before Jan. 7, 2015; 6,666,667 shares were also issued at a price of 3.15 cents per share for the full exercise of the warrant.
- On conversion of the convertible debenture, 6,666,667 common shares and a warrant to purchase an additional 6,666,667 common shares, which warrant was exercisable at 3.15 cents on or before Jan. 7, 2015;
- 6,666,667 shares were also issued at a price of 3.15 cents per share for the full exercise of the warrant.
The securities are subject to three-year escrow release provisions set out in an escrow agreement signed by Spirit. Spirit’s early warning report was filed on SEDAR on Nov. 17, 2014. After giving effect to the acquisition of the securities totalling 13,333,334 shares (8,000,001 of which remain held in escrow, to be released in six-month stages until May 21, 2016), Jean-Raymond Boulle beneficially owns and controls, directly and indirectly through Spirit, the following securities of the company:
99,354,432 common shares representing 71.9 per cent of the company’s current issued and outstanding common shares on a non-diluted basis (a total of 34,666,667 of which remain held in escrow, to be released in six-month stages until May 21, 2016); A warrant to purchase eight million shares, exercisable at five cents per share from May 13, 2013, to May 14, 2016 (PP warrant); An 8-per-cent convertible debenture in the principal amount of $151,357 (CD No. 2) that Spirit acquired from Firebird Global Master Fund II Holdings Ltd. in a private transaction, which is convertible into 3,027,140 units at five cents per unit, each unit consisting of one common share and one-half transferable share purchase warrant (for a maximum total 1,513,570 common shares), each whole warrant entitling the holder to purchase one additional common share at a price of five cents per share on or before March 26, 2015. To date, Spirit has not converted CD No. 2.
- 99,354,432 common shares representing 71.9 per cent of the company’s current issued and outstanding common shares on a non-diluted basis (a total of 34,666,667 of which remain held in escrow, to be released in six-month stages until May 21, 2016);
- A warrant to purchase eight million shares, exercisable at five cents per share from May 13, 2013, to May 14, 2016 (PP warrant);
- An 8-per-cent convertible debenture in the principal amount of $151,357 (CD No. 2) that Spirit acquired from Firebird Global Master Fund II Holdings Ltd. in a private transaction, which is convertible into 3,027,140 units at five cents per unit, each unit consisting of one common share and one-half transferable share purchase warrant (for a maximum total 1,513,570 common shares), each whole warrant entitling the holder to purchase one additional common share at a price of five cents per share on or before March 26, 2015. To date, Spirit has not converted CD No. 2.
Assuming full conversion of CD No. 2 into 3,027,140 units, assuming exercise of the half warrants that are issuable on conversion of CD No. 2 into a total of 1,513,570 shares and assuming exercise of the PP warrant into a total of eight million common shares, Spirit would, directly and indirectly, increase its shareholdings by 12,540,710 shares and would accordingly hold a total of 111,895,142 common shares of the company, which would represent 74.2 per cent of the 150,759,719 issued and outstanding shares of the company.
