/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Nov. 25, 2011 /PRNewswire/ - Diamond Fields International Ltd. (DFI:TSX) ("DFI" or the "Company") is pleased to announce that on November 24, 2011 the Toronto Stock Exchange ("TSX") conditionally accepted a private placement of 8,355,556 Shares for gross proceeds of Cdn$1,128,000.
In accordance with the provisions of Subscription Agreements, on November 25, 2011 the Company issued 8,355,556 Shares at a price of $0.135 per Share. These Shares will be subject to a hold period under applicable Canadian securities laws expiring on March 26, 2012, and will be subject to such further restrictions on resale as may apply under applicable foreign securities laws.
Proceeds of the private placement will be applied towards advancing the Company's exploration projects and for general working capital.
Insiders (excluding any directors or officers of the Company) who are Related Parties have together directly and/or indirectly subscribed for a total of 5,555,556 Shares from the financing, and accordingly those Related Parties will acquire up to an additional 5,555,556 common shares in the capital stock of the Company (excluding warrant shares) which will increase their pro rata shareholdings in the Company (the "Related Party Transaction"). All of the independent directors of the Company, acting in good faith, 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% of the Company's market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101.
DIAMOND FIELDS INTERNATIONAL LTD.
Wayne Malouf, Chairman
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
SOURCE Diamond Fields International Ltd.