SYMBOL: DFI
VANCOUVER, March 1 /CNW/ - Diamond Fields International Ltd. (TSX: DFI)
("Diamond Fields") announces that Diamond Fields and Moydow Mines
International Inc. (TSX: MOY) (AIM: MOY) ("Moydow") have reached an agreement
effective February 28, 2006 (the "Agreement") pursuant to which Moydow
security holders will exchange their Moydow securities for securities of
Diamond Fields (the "Acquisition"). The Acquisition is conditional on, among
other things, the approval of the shareholders of Moydow. Moydow is engaged in
mineral exploration and development worldwide. The information that follows
concerning Moydow is based upon information provided by Moydow.
Moydow, with its head office in Dublin, Ireland, and offices in Toronto
and Accra, Ghana, has built a diverse portfolio of exploration assets with
primary interests in precious and industrial minerals and diamonds, with its
activities focused principally in Africa. Moydow successfully developed the
Ntotoroso gold and silver project in Ghana culminating in the sale of the
property to Newmont Mining in late 2003 for approximately US$40 million.
Moydow retains a 2% royalty interest in the Newmont property after production
has resulted in 1.2 million gold equivalent ounces. To date, Newmont has
published reserves of 2.4 million gold ounces on the property and is planning
to commence production later in 2006. Moydow continues to explore for gold in
Ghana pursuing programs on its Kanyankaw and Hwidiem properties, as well as
its joint venture with PW International on the Okumpreko project. Moydow also
retains an interest in Newfoundland on its True Grit gold property.
Aside from gold assets, Moydow is also involved in and is operator of the
3000 km(2) Dala kimberlite license in the Saurimo area of Angola. The property
is bordered to the west and east by the BHP/Petra Diamonds' Alto Cuilo and
Muriege diamond properties respectively and is 40 km south of the Catoca Mine,
the world's fourth largest diamondiferous kimberlite pipe. Moydow is also
earning a 60% interest in the Port Loko bauxite deposit in Sierra Leone, with
the remaining interest owned by a private company controlled by Mr. Jean-
Raymond Boulle, a major shareholder of Diamond Fields. Recently, Moydow
announced that work was near completion on a feasibility study on the project.
More information on these projects can be found in Moydow's press releases
dated February 3, 2006 and January 3, 2006.
As a condition to the Acquisition, Moydow is required to complete a
private equity placement ("the Placing") to raise net proceeds of at least
US$1.8 million. More details of the intended financing will follow. Upon
completion of the Placing and the satisfaction of all conditions and
regulatory requirements, Moydow shareholders will exchange all of their Moydow
shares including shares to be issued as part of the Placing for a total of
75,412,208 Diamond Fields shares, with warrants and options of Moydow being
exchanged for warrants and options of Diamond Fields in proportion to the
share exchange. Diamond Fields will acquire all of the issued shares of Moydow
and the shares to be issued pursuant to the Placing. Diamond Fields currently
has 113,118,312 outstanding common shares. Upon completion of the proposed
Acquisition Diamond Fields will have 188,530,520 shares in issue of which
Moydow shareholders (including the shareholders pursuant to the Placing) will
own 40%.
The Acquisition is subject to, among other things, receipt of all
necessary regulatory, court and stock exchange approvals, Moydow shareholder
approval, a valuation and/or fairness opinion by each company and lock-up
agreements executed by Noel and Brian Kiernan under which they will have
agreed to vote in favour of the business combination and entry of the parties
into a definitive agreement. In the event that the business combination is not
completed under certain circumstances, the party who terminates the agreement
will be required to pay to the other a break fee of US$250,000.
Diamond Fields and Moydow have agreed that following completion of the
Acquisition, Diamond Fields' board will consist of three directors from
Diamond Fields' current board, three directors from Moydow's current board,
and one director agreed upon by directors of both companies. It is the
intention of the parties that the President and Chief Executive Officer of
Diamond Fields on conclusion of the transaction will be Brian Kiernan, the
current Chief Executive Officer of Moydow. It is expected that the following
individuals from the Moydow team will assume positions with Diamond Fields
following completion of the Acquisition:
Noel P. Kiernan - Chairman of Moydow. Mr. Kiernan is a geologist with
over 40 years of experience in the mining and oil industries, including 20
years mining and exploration experience in West Africa and he is the Ghanaian
Honourary Consul to Ireland. Mr. Kiernan was the original applicant for the
property now known as the Teberebie gold mine in Ghana and, as Managing
Director of the project, brought the mine through feasibility and into
production. With Moydow, Mr. Kiernan has also been associated with the
discovery of the Wassa mine and the Ntotoroso deposits.
Brian P. Kiernan - President and CEO of Moydow. Mr. Kiernan has been the
President and CEO of Moydow since 1998, and as such was part of the team
credited with the discovery of the Ntotoroso project ultimately sold to
Newmont for approximately US$ 40 million. Mr. Kiernan is a graduate of the
University of Ulster, Dublin, Ireland, with a Bachelor of Arts (Hons.) in
Business Studies.
J. Joseph Breen - Chief Operating Officer of Moydow. Mr. Breen is a
geologist with over 30 years of experience in base and precious metal
exploration in North and South America, Europe, Asia and Africa. He has served
as project geologist and senior exploration geologist for major mining
companies, including Noranda and Phelps Dodge and was co-founder of a Calgary
based junior mining company, Goldquest, Inc. He has been associated with major
mineral discoveries including the Mina Angela gold/silver deposit in southern
Argentina, the Paracatu lead/zinc mine in Brazil and the Wassa mine and
Ntotoroso gold deposits in Ghana.
Diamond Fields is an international exploration and development company.
Its principal assets consist of its Namibian marine diamond mining project,
and its exploration portfolio of diamond and gold properties. Diamond Fields'
71,600 hectare concessions offshore Namibia have been worked since the summer
of 2005 by Diamond Fields' own marine diamond mining vessel, the DF
Discoverer. To date, 11,310 carats of diamonds have been recovered by the DF
Discoverer, and 9,494 carats have been sold, generating proceeds of
US$1,704,119, and the ship is currently working in the Diaz Reef, an area
known to host diamonds of larger average stone size than those recovered to
date. In Liberia, Diamond Fields is moving forward aggressively with its
diamond and gold exploration programs on its 1,813 km(2) Grand Cape and Grand
Gedeh licenses. Earlier this year Diamond Fields announced the discovery of
kimberlite at Grand Cape in an area forming a swampy depression suggesting the
structure of a pipe of about 3 kilometers in size, along with initial results
of its extensive grid sampling work including the Henry Town and Barteajam
gold prospects.
DIAMOND FIELDS INTERNATIONAL LTD.
Per: "Roger J. Daniel"
Roger J. Daniel, President and CEO
Forward-Looking Statements:
Statements in this release that are forward-looking statements are
subject to various risks and uncertainties concerning the specific factors
identified in Diamond Fields' periodic filings with Canadian Securities
Regulators. Such forward-looking information represents management's best
judgment based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary materially.
Diamond Fields does not assume the obligation to update any forward-looking
statement.
