Diamond Fields International Ltd. has negotiated a private
placement with Spirit Resources SARL for gross proceeds
of $200,000, subject to acceptance by the TSX Venture Exchange. On closing, the company will issue eight million units at a
price of 2.5 cents per unit, each unit consisting of one
common share and one share purchase warrant, each warrant entitling the
holder thereof to purchase one additional common share, exercisable for
a period of three years from the date of issuance at a price of
five cents per share in the first year and thereafter at a price of 10 cents
per share.
Approximate use of proceeds will be as follows:
$50,000 for audit fees, corporate services, rent and legal;$100,000 for exploration and development, including registrations and
licensing, as follows:
Offshore marine Red Sea, $35,000;
Offshore marine Southern Africa, $55,000;
Liberia gold project, $8,000;
Madagascar nickel project, $2,000;$50,000 will be used for general working capital.
- $50,000 for audit fees, corporate services, rent and legal;
- $100,000 for exploration and development, including registrations and
licensing, as follows: Offshore marine Red Sea, $35,000; Offshore marine Southern Africa, $55,000; Liberia gold project, $8,000; Madagascar nickel project, $2,000;
- Offshore marine Red Sea, $35,000;
- Offshore marine Southern Africa, $55,000;
- Liberia gold project, $8,000;
- Madagascar nickel project, $2,000;
- $50,000 will be used for general working capital.
The insider has indirectly subscribed for all of the units from this
financing and, accordingly, that related party may acquire up to an
additional 16 million common shares in the capital stock of the company
(including shares that may be issued on exercise of warrants issued in
connection with this financing), which will increase his pro rata shareholdings in the company. The directors of the company, acting in
good faith, have approved the financing, and 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.
A further news release will be disseminated when the financing closes.
