Grande Duche de Luxembourg / ACCESSWIRE / August 5, 2014 / Spirit Resources SARL ("Spirit" or the "Company"), announces that it has agreed to purchase 5,090,456 common shares ("Shares") of Diamond Fields International Ltd. ("DFI") from Firebird Global Master Fund II Holdings, Ltd. ("Firebird"). Spirit is controlled by DFI's major shareholder, Jean-Raymond Boulle.
In addition, the Company has purchased two convertible debentures (the "Debentures") from Firebird and Firebird Global Master Fund I Holdings, Ltd., an affiliate of Firebird:
(i) a debenture maturing on January 7, 2015, convertible into 6,666,667 units at a conversion price of $0.0255 per unit, with each unit being comprised of one DFI common share and one warrant, each warrant entitling the holder to acquire one additional DFI common share on or before January 7, 2015 at a price of $0.0315 per share; and
(ii) a debenture maturing on March 26, 2015, convertible into 3,027,140 units at a conversion price of $0.05 per unit, with each unit being comprised of one DFI common share and one-half warrant, each whole warrant entitling the holder to acquire one additional DFI common share on or before March 26, 2015 at a price of $0.05 per share.
After giving effect to the acquisition of the Shares and the Debentures, Mr. Boulle beneficially owns and controls, directly and indirectly, the following securities of DFI (collectively, the "Securities"): (i) 86,012,098 DFI common shares representing 68.9% of DFI's issued and outstanding common shares on a non-diluted basis; (ii) warrants exercisable to purchase up to 8,000,000 DFI common shares at a price of $0.10 per share until May 14, 2016 (the "Warrants"); and (iii) the Debentures. On a diluted basis, the Securities (assuming exercise of the Warrants, conversion of the Debentures and exercise of the warrants obtained through the conversion of the Debentures) would represent 74.2% of DFI's then issued and outstanding common shares.
The Shares and Debentures will be held for investment purposes. Mr. Boulle may, depending on market and other conditions, increase or decrease his beneficial ownership of DFI securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investments and business opportunities.
This press release is issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bids and Insider Reporting Issues, which also requires that a report be filed containing additional information with respect to the foregoing matters (the "Early Warning Report"). A copy of the Early Warning Report will appear with DFI's documents on the SEDAR website, at www.sedar.com.
SPIRIT RESOURCES SARL SIGNED: "Audrey Richardson" Audrey Richardson, Director
For further information, contact Mrs. Audrey Richardson
Tel: +352 222 512 Fax: +352 222 413