FIREBIRD GLOBAL MASTER FUND II, LTD. AND ITS JOINT ACTORS REPORT CERTAIN TRANSACTIONS IN SECURITIES OF DIAMOND FIELDS INTERNATIONAL LTD.
Firebird Global Master Fund II Ltd. has transferred to its parent company, Firebird Global Master Fund II Holdings Ltd. (FGMFII), all of the securities it held in the share capital of Diamond Fields International Ltd. Firebird Global Master Fund Ltd., a joint actor of FGMFII, transferred to its parent company, Firebird Global Master Fund Holdings Ltd., an 8-per-cent convertible debenture in the principal amount of $150,000, maturing on Jan. 7, 2015, convertible into 6,666,667 common shares and 6,666,667 warrants to acquire the same number of common shares in the share capital of Diamond Fields. The 8-per-cent convertible debenture in the principal amount of $151,357 held by FGMF II Holdings matured on March 27, 2014, and it was replaced by a new 8-per-cent convertible debenture in the principal amount of $151,357 maturing on March 26, 2015, convertible into 3,027,140 units at a conversion price of five cents per unit. Each unit comprises one common share and one-half share purchase warrant, with each whole warrant entitling the holder to acquire one additional common share on or before March 26, 2015, at a price of five cents per share.
The aggregate number of securities of Diamond Fields held by FGMF II Holdings and FGMF Holdings is (i) 5,090,456 common shares, (ii) 17,856 warrants to acquire the same number of common shares in the share capital of the Diamond Fields, (iii) the FGMF II Holdings debenture convertible into 3,027,140 common shares and 1,513,570 warrants to acquire the same number of common shares in the share capital of Diamond Fields and (iv) the FMGF Holdings debenture convertible into 6,666,667 common shares and 6,666,667 warrants to acquire the same number of common shares in the share capital of Diamond Fields. The 5,090,456 common shares, 17,856 warrants and the FGMF II Holdings debenture are held by FGMF II Holdings, and the FGMF Holdings debenture is held by FGMF Holdings. FGMFII and FGMF no longer hold any securities in the share capital of Diamond Fields.
The 5,090,456 common shares held by FGMF II Holdings represent approximately 4.29 per cent of the outstanding common shares of Diamond Fields.
In addition, assuming (i) the exercise by FGMF II Holdings of the above-mentioned warrants to acquire additional common shares of Diamond Fields and (ii) the conversion of the FGMF Holdings debenture and the FGMF II Holdings debenture (and the exercise of the warrants underlying thereto), the FGMF II holdings and its joint actors’ total securityholding in the share capital of Diamond Fields would be 22,982,356 common shares, representing approximately 16.85 per cent of the outstanding common shares of Diamond Fields, including the common shares deemed to be acquired pursuant to the exercise of such warrants and the conversion of both debentures.
The securities are held for investment purposes. FGMF II Holdings and its joint actors may, from time to time, acquire additional securities of Diamond Fields, may continue to hold their present position or may dispose of their securities.
The securities transferred by FGMFII and FGMF to FGMF II Holdings and FGMF Holdings, respectively, were transferred at their then-fair market value in the context of a reorganization.
The consideration paid by FGMF II Holdings for the FGMF II Holdings debenture was $151,357.
No other joint actor of FGMF II Holdings currently holds any securities of Diamond Fields.
