|By PR Newswire||
|April 2, 2014 10:20 AM EDT||
CAYMAN ISLANDS, April 2, 2014 /CNW Telbec/ - Firebird Global Master Fund II, Ltd. ("FGMFII") announces that (i) it transferred to its parent company, Firebird Global Master Fund II Holdings, Ltd. ("FGMF II Holdings"), all of the securities it held in the share capital of Diamond Fields International Ltd. (TSX-V: DFI) (the "Issuer"), (ii) Firebird Global Master Fund, Ltd. ("FGMF"), a joint actor of FGMFII, transferred to its parent company, Firebird Global Master Fund Holdings, Ltd. ("FGMF Holdings"), an 8% convertible debenture in the principal amount of $150,000 (the "FGMF Holdings Debenture") maturing on January 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 the Issuer and (iii) the 8% 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% convertible debenture in the principal amount of $151,357 maturing on March 26, 2015 (the "FGMF II Holdings Debenture") convertible into 3,027,140 units at a conversion price of $0.05 per unit. Each unit is comprised of one common share and one-half share purchase warrant, each whole warrant entitling the holder to acquire one additional common share on or before March 26, 2015 at a price of $0.05 per share.
The aggregate number of securities of the Issuer 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 Issuer, (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 the Issuer 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 the Issuer. 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 the Issuer.
The 5,090,456 common shares held by FGMF II Holdings represent approximately 4.29% of the outstanding common shares of the Issuer.
In addition, assuming (i) the exercise by FGMF II Holdings of the above-mentioned warrants to acquire additional common shares of the Issuer 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 the Issuer would be 22,982,356 common shares, representing approximately 16.85% of the outstanding common shares of the Issuer, 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 the Issuer, 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 the Issuer.
This press release is being issued in order to comply with the disclosure requirements under applicable securities legislation. This press release is not an admission that an entity named in the press release owns or controls any described securities or is a joint actor with anyone else.
SOURCE FIREBIRD GLOBAL MASTER FUND II, LTD.
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