VANCOUVER, May 16, 2013 /PRNewswire/ - Diamond Fields International Ltd. (DFI:TSX) wishes to announce the following.
Cdn$200,000 Private Placement Closed
The Company has closed the private placement announced in a News Release dated May 13, 2013. On May 14, 2013 the Company received conditional acceptance from the TSX Venture Exchange (the "TSX-V") to close the private placement. Accordingly, on May 15, 2013, the Company issued a total of 8,000,000 Units at $0.025 per Unit, each Unit consisting of one common share and one share purchase warrant, each warrant entitling the holder to purchase one additional common share at $0.05 on or before May 14, 2014, and thereafter at $0.10 per share on or before May 14, 2016.
These shares, including any shares issued on exercise of the warrants will be subject to a hold period under applicable Canadian securities laws expiring on September 15, 2013, and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
Change of Listing Status
The TSX-V has confirmed that effective at market open on Tuesday, May 21, 2013 (the "Listing Date"), the Company will commence trading as a Tier 2 Issuer on the TSX-V. This provides a streamlined continuance of trading for the Company's stock.
As previously announced, the Company's shares will be delisted from trading on the Toronto Stock Exchange at the close of business on Friday, May 17, 2013.
Shares to be Held in Escrow
As a condition to list on the TSX-V, the Company and certain Insider shareholders have agreed that any shares that may be issued on conversion and/or exercise of the following previously issued Convertible Debentures and Warrant will be held in escrow (hereinafter jointly referred to as the "Escrowed Shares"):
- Convertible Debenture in the principal amount of $500,000 that was issued to Spirit Resources SARL on January 7, 2013, convertible into a total of 22,222,222 Units at $0.0225 per Unit. Each Unit is comprised of one common share and one share purchase warrant, with each warrant being exercisable into one common share at $0.0315 on or before January 7, 2015. If converted, any shares that are issued will be released from escrow as to 10% on the Listing Date, and 15% every 6 months thereafter;
- Convertible Debenture in the principal amount of $150,000 that was issued to Firebird Global Master Fund, Ltd. on January 7, 2013, convertible into a total of 6,666,667 Units at $0.0225 per Unit. Each Unit is comprised of one common share and one share purchase warrant, with each warrant being exercisable into one common share at $0.0315 on or before January 7, 2015. If converted, any shares that are issued will be released from escrow as to 10% on the Listing Date, and 15% every 6 months thereafter; and
- A share purchase warrant that was issued on November 7, 2012 to Firebird Global Master Fund II, Ltd. entitling them to purchase up to 890,335 common shares of the Company on or before September 27, 2013 at a price of $0.06 per share. If exercised, any shares that are issued must be held for a period of four months from the Listing Date, and released as to 20% on the Listing Date and 20% every month thereafter.
The TSX-V has confirmed that the Escrowed Shares (assuming conversion and/or exercise) will be released from escrow upon receipt by the Company of shareholder approval to a 5:1 consolidation.
DIAMOND FIELDS INTERNATIONAL LTD.
SIGNED: Edward Wayne Malouf
Edward Wayne Malouf, Chairman and Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Diamond Fields International Ltd.