Diamond Fields International Ltd. has negotiated, subject to acceptance by the TSX Venture Exchange, a private placement for gross proceeds of $300,000 (U.S.) (approximately $419,070) from its major shareholder, Spirit Resources SARL.
Upon receipt of acceptance from the TSX-V to the financing, the company will issue approximately 41,907,000 common shares to Spirit at a price of one cent per share.
Proceeds raised from the financing will be used as follows (amounts are estimates):
Service current corporate and statutory accounts for the next six months, including legal and concession development related travel costs, as well as exploration related expenses on the same, estimated to be $150,000 (U.S.);Maintain operational safety and site security on the company’s Valazoro concession in Madagascar, estimated to be $20,500 (U.S.);Conclude negotiations toward neutralizing arbitration with the government of Liberia on disputed concessions, estimated to be $12,500 (U.S.);
Continue negotiations with the government of South Africa toward readdressing offshore concession costs in relation to on-shore costs. This in relation to DFI’s claimed phosphate concessions from the southern Cape Coast of South Africa, estimated to be $30,000 (U.S.);Engaging with the Royal House of Saud on renegotiating the Atlantis II project, estimated to be $25,000 (U.S.);Supporting DFI stake holding in its subsidiaries, Diamond Fields Namibia and Namibian Diamond Company, in relation to offshore concession sampling operations with the DFN- and NDC-contracted mining partner, International Mining and Dredging Holdings. This will entail placing a qualified observer on teach sampling vessel for the duration of sampling, to be followed through evaluation and government of Namibia valuation processes per sampled batch, estimated to be $70,000 (U.S.).
- Service current corporate and statutory accounts for the next six months, including legal and concession development related travel costs, as well as exploration related expenses on the same, estimated to be $150,000 (U.S.);
- Maintain operational safety and site security on the company’s Valazoro concession in Madagascar, estimated to be $20,500 (U.S.);
- Conclude negotiations toward neutralizing arbitration with the government of Liberia on disputed concessions, estimated to be $12,500 (U.S.);
- Continue negotiations with the government of South Africa toward readdressing offshore concession costs in relation to on-shore costs. This in relation to DFI’s claimed phosphate concessions from the southern Cape Coast of South Africa, estimated to be $30,000 (U.S.);
- Engaging with the Royal House of Saud on renegotiating the Atlantis II project, estimated to be $25,000 (U.S.);
- Supporting DFI stake holding in its subsidiaries, Diamond Fields Namibia and Namibian Diamond Company, in relation to offshore concession sampling operations with the DFN- and NDC-contracted mining partner, International Mining and Dredging Holdings. This will entail placing a qualified observer on teach sampling vessel for the duration of sampling, to be followed through evaluation and government of Namibia valuation processes per sampled batch, estimated to be $70,000 (U.S.).
Spirit, as an insider and accordingly a related party, and will directly and/or indirectly acquire the shares, which will increase its pro rata shareholdings in the company. All of the independent directors of the company, acting in good faith, have determined that as the issuer is in financial difficulty, the transaction is designed to improve the financial position of the company, and the terms of this related party transaction are reasonable in the circumstances of the company.
Prior to the financing, Spirit owned, directly and/or indirectly, a total of 99,345,432 common shares of the company, representing 71.9 per cent of the company’s 138,219,009 issued and outstanding share capital, and a warrant to purchase eight million common shares at 10 cents per share, exercisable on or before May 14, 2016. After closing of the financing, Spirit will own approximately 141,252,432 common shares, representing 78.4 per cent of the company’s then 180,126,009 issued and outstanding share capital, and the warrant.
