Diamondcorp Plc Proposed Placing, Operational and Corporate Update (1600U)

TIDMDCP

RNS Number : 1600U

Diamondcorp Plc

13 January 2017

13 January 2017

DiamondCorp plc

AIM share code: DCP & JSE share code: DMC

ISIN: GB00B183ZC46

(Incorporated in England and Wales)

(Registration number 05400982)

(SA company registration number 2007/031444/10)

("DiamondCorp", "the Company" or "the Group")

Proposed placing to raise c.GBP1 million

Operational and Corporate Update

DiamondCorp, the Southern African diamond mining, development and exploration company, provides the following corporate and operational updates and outlook in respect of the Lace mine and the business rescue implemented in respect of the Company's 74% operating subsidiary Lace Diamond Mines (Pty) Limited ("LDM") ("Business Rescue").

The Company also announces a proposed conditional placing to raise gross proceeds of c.GBP1 million (the "Placing") through the issuance of new ordinary shares of 0.1 pence each in the Company (the "Placing Shares") with attached warrants over new ordinary shares ("Warrants") on the basis of one Warrant for every Placing Share subscribed. It is expected that the Placing Shares will be priced at, or around, 4 pence each, with each Warrant expected to be exercisable at 1 pence between 1 November 2017 and 30 June 2019.

The Placing is being conducted through a bookbuilding process which will be launched immediately following this announcement, will be made to new and existing eligible institutional and other investors, and the books are expected to close no later than 09:00 UK time on 19 January 2017, but Panmure Gordon reserves the right to close the books earlier, without further notice. Completion and settlement of the Placing is conditional upon, inter alia, concluding a labour agreement with the Association of Mineworkers and Construction Union ("AMCU") that is on terms approved by the Business Rescue Practitioner (Deloitte & Touche, the "BRP"), on behalf of LDM, and by the Board of DiamondCorp.

Highlights

-- The Group has entered into standstill agreements with the Group's UK and South African bondholders.

-- As previously announced, a standstill agreement has been reached with LDM's primary secured lender, the Industrial Development Corporation of South Africa (the "IDC").

-- Discussions are ongoing between Deloitte & Touche (the BRP) and the Company, and between the BRP and the labour unions and the non-unionised workforce with respect to the implementation of the care and maintenance and remediation work, which has yet to commence.

-- An agreement between the BRP and AMCU with respect to retrenchments and outstanding wages needs to be finalised in the very near term or it is likely that the Group will not be a going concern and will enter into insolvency proceedings.

-- Management continues to evaluate, in conjunction with the BRP, the Group's capital requirements during, and in the event of a successful conclusion of, the Business Rescue process. Capital will be required in a phased manner to fund the Group's critical expenditure requirements as the Business Rescue process continues (Phase 1) and, if then successfully concluded, resume Lace mining operations and recommence the ramp-up of production from the UK4 mine (Phase 2).

   --      Proposed conditional Placing of GBP1 million in respect of Phase 1: 

o Anticipated Placing Price of 4 pence each, with accompanying Warrants (exercisable at 1 pence between the period of 1 November 2017 and 30 June 2019 and issued on a 1 for 1 basis per Placing Share;

o Net proceeds of the Placing, together with the Group's current cash, to be utilised towards: Lace mine care and maintenance and mine remediation costs; the costs of the ongoing Business Rescue process; and cash settlement of the agreement to be reached with respect to labour;

o Settlement of the Placing is anticipated to occur on 25 January 2017 and is conditional upon, inter alia, concluding a labour agreement with the AMCU that is on terms approved by the BRP, on behalf of LDM, and by the Board of DiamondCorp;

o Certain of the Company's major institutional shareholders have indicated a willingness to participate in the Placing.

Corporate and Operational Update

-- The Lace mine is currently non-operational, pending receipt of sufficient funding to enter into the care and maintenance and remediation process.

-- LDM's insurance policy covers the flood damage to movable equipment (subject to payment of a 10% excess) and the level of cover is considered sufficient to carry out the repairs necessary to the damaged longhole drill rig, which will need to be conducted offsite. The insurance claim is ongoing.

-- Settlement negotiations are continuing between the BRP and the insurance company with respect to LDM's ongoing insurance claim in respect of an incident prior to the flood and a resolution on this is anticipated shortly.

   --      The Group currently has cash equivalent to c.GBP240,000. 

-- At LDM, and based on current exchange rates, the Company is the largest creditor with c.GBP36 million owed in a subordinated shareholder loan. LDM's Senior Secured lender is the IDC with a c.GBP18 million project loan. Trade creditors are c.GBP1.5 million.

-- In addition, c.GBP3.7 million is owed to UK and South African bond holders, c.GBP5 million to Laurelton Diamonds, c.GBP0.5 million to Rasmala plc and c.GBP0.1 million to trade creditors.

   --      The Group's net debt is c.GBP29 million, based on current exchange rates. 

-- Please refer to the announcement dated 19 December 2016 in respect of the various standstill and amendment agreements that the Group has entered into with a number of its creditors to periods of between, variously, 30 March 2017 and until the completion of the Business Rescue proceedings.

-- The Group has also now formally entered into standstill agreements with: (i) the Group's UK bondholders until such time as Business Rescue proceedings in respect of LDM have been concluded; and (ii) the South African bondholders until such time as Business Rescue proceedings in respect of LDM have been concluded or until 13 March 2017, whichever occurs first. Should an extension be necessary, the Group would seek to extend the duration of the various creditor standstill and amendment agreements where and if deemed appropriate.

-- The Company's shares will remain suspended and it is expected that a lifting of the suspension shall not be sought until the successful completion of the Business Rescue process and completion of the anticipated Phase 2 fundraise, as further described below.

Outlook

-- In order to formally enter into, and complete, a care and maintenance and mine remediation programme at the Lace mine, it is critical that an agreement first be reached with the AMCU to address retrenchments and reach a settlement on the balance of labour for the period up to completion of care and maintenance (expected to be until the end of April 2017) and those employees required for recommencement of production ramp-up from the UK4 mine.

-- During the Phase 1 care and maintenance and mine remediation period, the Company will recommence mine water pumping and rehabilitate underground roadways, thereby enabling the longhole drill rig to be brought to surface, repair and restore underground electrical reticulation and ready the mine for restart while the rig is rebuilt by Sandvik.

-- In the same period, the BRP must complete a business rescue plan to restructure LDM's creditor position such that LDM, and the Group, is sufficiently recapitalised to achieve a solvent exit from the Business Rescue process. Once proposed, the Business Rescue plan is to be voted upon by LDM creditors and, as stated above, the Company and IDC are significantly the largest creditors to LDM in aggregate. Whilst financial projections are ongoing by management, the BRP and PwC, it is currently estimated that the necessary Phase 2 funding could be approximately GBP3-5 million.

-- If the BRP is successful in achieving an affordable labour agreement and obtaining approval of the 'rescue plan', and the Company completes its Phase 2 funding, then UK4 mining operations are expected to resume a ramp up, over a period of approximately four months following completion of the care and maintenance programme, to 30,000 tonnes per month of blasted kimberlite. This level of commercial production could be continued for approximately 24 months.

-- While the Phase 2 mining of UK4 continues, the Company would need to arrange additional funding in order to access and develop kimberlite deeper than the existing production level, notably the proposed 500m block cave level.

-- Management is in various discussions with certain senior personnel with a view to them joining the Company in conjunction with the Phase 2 fundraise and manage the Lace mine production and development activities. Such positions are anticipated to include Executive and Non-executive Board appointments.

-- Mr Loudon, CEO, has expressed a willingness in principle to accept payment of a majority of accrued and future remuneration by way of new equity. Terms have yet to be agreed.

The Placing

As discussed above, and further detailed below, the net proceeds of the Placing, in conjunction with current cash on hand and anticipated insurance claim payments, will be utilised towards funding the Group's critical expenditure requirements during the Business Rescue and care and maintenance and mine rehabilitation period and through to early to mid-April 2017. The Placing is also anticipated to enable the Group to reach an agreement with AMCU in the very near term, which is critical to the implementation of care and maintenance programme and to the success of the ongoing Business Rescue process.

It should be highlighted that completion of the Placing, and settlement of the Placing Shares and Warrants, is conditional upon, inter alia, the Group entering into an agreement with the AMCU, the labour union covering the Lace mine, to reduce the ongoing labour expenses at the Lace mine, such that there is adequate cover for the care and maintenance expenses and mine remediation costs to prepare the mine for a restart of production ramp up from the UK4 mine (should the Business Rescue conclude successfully).

No assurances can be given at this stage that (i) the Company will successfully conclude a AMCU labour agreement on terms approved by both the BRP, on behalf of LDM, and by the Board of DiamondCorp, either in sufficient time for completion of the Placing or at all; or that (ii) the Business Rescue process and concurrent additional fundraise will be concluded successfully by early April 2017 or at all.

In the event that a satisfactory labour agreement is not entered into, and the Placing not completed, in the very near term, it is likely that the Group will not be a going concern and will enter into insolvency proceedings. Notwithstanding a successful labour agreement and completion of the Placing, in the event that the Business Rescue process and concurrent additional Phase 2 fundraise is not successfully concluded by early April 2017, it is likely that the Group will not be a going concern at that point and will enter into insolvency proceedings.

It should further be noted that the Company's shares will remain suspended and it is expected that a lifting of the suspension shall not be sought until a successful conclusion of the Business Rescue process and completion of the anticipated Phase 2 fundraise.

Use of proceeds

The net proceeds of the Placing, in conjunction with current cash on hand and anticipated insurance claim payments will be used towards funding the Group's critical expenditure requirements until early to mid-April 2017 with a view to seeking to be in a position to successfully conclude the Business Rescue process at that time, alongside a Phase 2 fundraise, as discussed above. Specifically, the net proceeds will be used, based on current exchange rates, as follows:

   --      Lace Mine care and maintenance costs until early to mid-April 2017 (c. GBP649,000) 
   --      Direct Business Rescue costs: (c. GBP285,000) 

-- General LDM and DiamondCorp corporate costs, including ancillary Business Rescue expenses : (c. GBP190,000)

The Group's remaining cash balance will be made available to reach a labour settlement. The Company also has the potential to apply additional funds raised towards strengthening the Company's balance sheet and aiding a successful conclusion of the Business Rescue process.

Details of the Placing

The Placing will be conducted in accordance with the terms and conditions set out in Appendix I. The Placing will be effected by way of a bookbuilding process to be managed by Panmure Gordon (UK) Limited ("Panmure Gordon"). The bookbuilding process will commence with immediate effect. The timing of the closing of the book, pricing and allocations is at the absolute discretion of Panmure Gordon, although the closing of the book is currently anticipated to occur no later than 09:00 UK time on 19 January 2017. The price at which the Placing Shares are to be placed (the "Placing Price") and the number of Placing Shares with attached Warrants will be agreed by the Company with Panmure Gordon at the close of the bookbuilding period. Details of the Placing Price and the number of Placing Shares with attached Warrants will be announced as soon as practicable after the close of the bookbuilding process. The Placing Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placing Shares.

The Warrants, which will be issued on the basis of one Warrant for each Placing Share subscribed for are expected to be exercisable at 1 pence at any time during the period commencing on 1 November 2017 and expiring on 30 June 2019. In addition, the Warrants shall be exercisable at any time until 30 June 2019 in the event of a change in control of the Company. The Warrants, which will be transferable, will not be admitted to trading on AIM, AltX or otherwise. The instrument constituting the Warrants will contain customary limited anti-dilution provisions, covering certain limited events such as, inter alia, sub-division or consolidation of the Company's Ordinary Shares.

Certain of the Company's major institutional shareholders have indicated a willingness to participate in the Placing.

Completion of the Placing is conditional, inter alia, on:

-- concluding a labour agreement with the AMCU that is on terms approved by both the BRP, on behalf of LDM, and the Board of DiamondCorp; and

-- admission of the Placing Shares to the AIM Market of the London Stock Exchange plc ("AIM"), becoming effective by no later than 8.00 a.m. on 25 January 2017 or such other date (being not later than 8.00 a.m. on 31 January 2017) as the Company and Panmure Gordon may agree.

Application will be made for the Placing Shares to be admitted to the AIM Market of the London Stock Exchange plc ("AIM") and the Alternative Exchange of the JSE Limited ("AltX"). Settlement for and Admission of the Placing Shares is currently expected to take place on 25 January 2017. However, trading will not commence until the lifting of the existing trading suspension has been granted and therefore the Placing Shares will be subject to the ongoing trading suspension on AIM and AltX.

The Company reserves the right to settle certain applicable investors' participation(s) by way of a direct subscription with the Company, having consulted with Panmure Gordon.

Panmure Gordon will receive professional fees pursuant to both the Placing and in satisfaction of certain outstanding indebtedness in the form of new Ordinary Shares at the Placing Price and warrants on the same terms as the Warrants.

This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Information" section of this Announcement, to the detailed terms and conditions of the Placing and further information relating to the bookbuilding process described in Appendix I. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, each with one Warrant attached, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in Appendix I.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Contact details:

DiamondCorp plc

Chris Ellis, Interim Non-Executive Chairman

Tel: [phone]

Paul Loudon, Chief Executive

Tel: [phone]

UK Broker, Sole Placing Agent & Nominated Adviser

Panmure Gordon (UK) Limited

Adam James / Atholl Tweedie

Tel: [phone]

Contacts for the Bookbuild:

Jamie Campbell (Specialist Sales): 020 7886 2736

Tom Salvesen (Corporate Broking): 020 7886 2904

JSE Designated Adviser

Sasfin Capital (a division of Sasfin Bank Limited)

Megan Young

Tel: [phone]

SA Corporate Adviser

Qinisele Resources Proprietary Limited

Dennis Tucker / Andrew Brady

Tel: [phone]

Important Information

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in

the Company's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000, as amended ("FSMA") or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Directive. Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of FSMA.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as placing agent for the Company and for no-one else in connection with the Placing, and Panmure Gordon will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares with Warrants in certain jurisdictions may be restricted by law. No action has been taken by the Company or Panmure Gordon that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required to inform themselves about, and to observe such restrictions.

This Announcement, including the Appendix, is not for distribution or dissemination, directly or indirectly, in or into the United States or any jurisdiction into which the same would be unlawful. No public offering of securities of the Company will be made in connection with the Placing in the United Kingdom, the United States, the EEA, Switzerland or elsewhere.

This Announcement is not intended to constitute an offer or solicitation to purchase or invest in the Placing Shares.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or this Announcement should seek appropriate advice before taking any action.

The Placing Shares to which this Announcement relates may be illiquid and / or subject to restrictions on their resale. Prospective purchasers of the Placing Shares should conduct their own due diligence on the Placing Shares. If you do not understand the contents of this Announcement or its Appendix you should consult an authorised financial adviser.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the United States Securities Act of 1933 (as amended) ("US Securities Act") or the applicable laws of other jurisdictions.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Appendix I: Terms and Conditions of the Placing

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA OR ITS TERRITORIES, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND PANMURE GORDON TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares will be deemed to have read and understood the Announcement, including this Appendix in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

In this Appendix, unless the context otherwise requires, "Placee" means a person (including individuals, funds or others) by whom or on whose behalf a commitment to subscribe for Placing Shares has been given. In particular, each such Placee represents, warrants and acknowledges that:

1. it will acquire, hold, manage or dispose of any Placing Shares with Warrants that are allocated to it for the purposes of its business;

2. in the case of any Placing Shares with Warrants acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares with Warrants acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of Panmure Gordon has been given to the offer or resale; or (ii) where Placing Shares with Warrants have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares with Warrants to it is not treated under the Prospectus Directive as having been made to such persons;

3. (a) (i) it is not in the United States and (ii) it is not acting for the account or benefit of a person in the United States, unless in the case of this clause (ii), it is acting with full investment discretion for such person or, if such person is a corporation or partnership, the person agreeing to purchase the Placing Shares with Warrants is an employee of such person authorised to make such purchase; (b) it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for a non-US person (other than an estate or trust) in reliance on Regulation S; (c) it is otherwise acquiring the Placing Shares with Warrants in an "offshore transaction" meeting the requirements of Regulation S under the US Securities Act of 1933, as amended (the 'Securities Act"); or (d) it is a "qualified institutional buyer" (a "QIB") (as defined in Rule 144A under the Securities Act) and it has duly executed an investor letter in a form provided to it and delivered the same to Panmure Gordon or its affiliates;

4. it is acquiring the Placing Shares with Warrants for its own account or is acquiring the Placing Shares with Warrants for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement; and

5. it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix.

The Company and Panmure Gordon will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

Details of the Placing

Panmure Gordon has entered into an agreement with Diamondcorp (the "Placing Agreement") under which, subject to the conditions set out in that agreement, Panmure Gordon has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the placing price that is to be determined as set out below with certain institutional and other investors. Under the terms of the Placing subscribers of Placing Shares will be allotted and issued one Warrant for every Placing Share so subscribed. The Warrants are exercisable into Ordinary Shares on a one for one basis at a price of 1 pence each at any time during the period commencing on 1 November 2017 and expiring on 30 June 2019. The Warrants shall also be exercisable at any time in the event of a change in control of the Company. Panmure Gordon will receive professional fees pursuant to both the Placing and in satisfaction of certain outstanding indebtedness in the form of new Ordinary Shares at the Placing Price and warrants on the same terms as the Warrants.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects. The Placing is also conditional upon entering into a labour agreement with AMCU on terms approved by both the BRP, on behalf of LDM, and the Board of DiamondCorp.

The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid following Admission.

Applications for admission

Applications will be made to the London Stock Exchange for admission of the Placing Shares ("Admission") to AIM and to the alternative exchange of the JSE. It is expected that Admission will become effective on AIM at 8.00 a.m. on 25 January 2017. No application will be made for admission of the Warrants to trading on AIM or the alternative exchange of the JSE. The Company's ordinary shares shall remain suspended on AIM and AltX until further notice.

Participation in, and principal terms of, the Placing

Panmure Gordon is arranging the Placing as agent for and on behalf of the Company. Participation in the Placing will only be available to Placees who may lawfully be, and are, invited to participate by Panmure Gordon.

The Placing Price and the number of Placing Shares with Warrants to be issued will be agreed between Panmure Gordon and the Company following completion of a bookbuilding exercise by Panmure Gordon (the "Bookbuild"). The Placing Price and number of Placing Shares with Warrants will be announced on a Regulatory Information Service following the completion of the Bookbuild.

The Placees will also be allotted with one Warrant for every Placing Share subscribed for. The Warrants are expected to be exercisable at 1 pence at any time during the period commencing on 1 November and expiring on 30 June 2019. In addition, the Warrants are expected to be exercisable at any time in the event of a change in control of the Company. The Warrants will not be admitted to trading on AIM, AltX or otherwise. The instrument constituting the Warrants will contain customary limited anti-dilution provisions, covering certain limited events such as, inter alia, sub-division or consolidation of the Company's Ordinary Shares.

Panmure Gordon will determine in its absolute discretion the extent of each Placee's participation in the Placing, which will not necessarily be the same for each Placee and this will be confirmed orally by Panmure Gordon as agent of the Company ("Confirmation"). No element of the Placing will be underwritten. Confirmation will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix (a copy of the terms and conditions having been provided to the Placee prior to or at the same time as such oral confirmation) and in accordance with the Company's articles of association. For the avoidance of doubt, the Confirmation constitutes each Placee's irrevocable legally binding agreement, subject to the Placing Agreement not having been terminated, to pay the aggregate settlement amount for the Placing Shares to be subscribed for by that Placee regardless of the total number of Placing Shares (if any) subscribed for by any other investor(s).

Panmure Gordon reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. Panmure Gordon also reserves the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

Each Placee will be required to pay to Panmure Gordon, on the Company's behalf, the Placing Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein. Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to Panmure Gordon and the Company. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to Panmure Gordon, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee will be deemed to have read and understood the Appendix in its entirety, to the participating in the Placing upon the terms and conditions contained in the Appendix, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in the Appendix. To the fullest extent permitted by law and applicable Financial Conduct Authority ("FCA") rules (the "FCA Rules"), (i) neither Panmure Gordon, (ii) nor any of its directors, officers, employees or consultants, nor (iii) to the extent not contained within (i) or (ii), any person connected with Panmure Gordon as defined in the FCA Rules ((i), (ii) and (iii) being together "affiliates" and individually an "affiliate"), shall have any liability to Placees or to any person other than the Company in respect of the Placing.

Irrespective of the time at which a Placee's participation in the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

Completion of the Placing will be subject to the fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". In the event that the Placing Agreement does not become unconditional in any respect or is terminated, the Placing (save to the extent already completed) will not proceed and all funds delivered by the Placee to Panmure Gordon in respect of the Placee's participation will be returned to the Placee at the Placee's risk without interest, (save where Placing Shares have been validly issued to Placees).

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not otherwise be capable of rescission or termination by the Placee.

By participating in the Placing, each Placee is deemed to have read and understood this Announcement, including this Appendix, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in the Appendix.

To the fullest extent permissible by law, neither the Company, Panmure Gordon nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither Panmure Gordon nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Panmure Gordon's conduct of the Bookbuild or of such alternative method of effecting the Placing as Panmure Gordon and the Company may agree.

Conditions of the Placing

The obligations of Panmure Gordon under the Placing Agreement in respect of the Placing Shares and Warrants are conditional on, amongst other things:

(a) the Company having complied with its obligations under the Placing Agreement (to the extent that such obligations fall to be performed prior to Admission);

(b) the Company entering into a labour agreement with the AMCU that is approved by both the BRP, on behalf of LDM, and the Board of DiamondCorp; and

(c) Admission having occurred not later than 8.00 a.m. 25 January 2017 or such later date as the Company and Panmure Gordon may agree, but in any event not later than 8.00 a.m. on 31 January 2017.

If (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by Panmure Gordon by the respective time or date where specified, (ii) any of such conditions becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placee's rights and obligations hereunder in relation to the Placing Shares with Warrants shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Panmure Gordon, at its discretion and upon such terms as it thinks fit, may waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither Panmure Gordon, the Company nor any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Panmure Gordon.

Termination of the Placing Agreement

Panmure Gordon is entitled (but after, where practicable, having consulted with the Company) at any time before Admission, to terminate the Placing Agreement in relation to its obligations in respect of the Placing Shares with Warrants (save to the extent already performed) by giving notice to the Company if, amongst other things:

(a) the Company fails, in any material respect, to comply with any of its obligations under the Placing Agreement; or

(b) any of the warranties given by the Company in the Placing Agreement was untrue, inaccurate or misleading in any material respect when made or has ceased to be true and accurate in a material respect or has become misleading in a material respect by reference to the facts and circumstances then subsisting; or

(c) an event of force majeure occurs or there is a material adverse change in the financial position and/or prospects of the Company or any member of the Group.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination and save to the extent already performed) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, the Placees agree that the exercise by Panmure Gordon of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Panmure Gordon and that it need not make any reference to the Placees and that it shall have no liability to the Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus

No offering document, prospectus or admission document has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendix) released by the Company today.

Each Placee, by accepting and participating in the Placing, agrees that the content of this Announcement (including the Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, Panmure Gordon or any other person and neither Panmure Gordon nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST"), subject to certain exceptions. The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to Placees in certificated form if, in the opinion of Panmure Gordon, delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

The Warrants will not be admitted to CREST and will be issued in certificated form. Certificates will be posted to Placees shortly after Admission.

Participation in the Placing is only available to persons who are invited to participate in it by Panmure Gordon.

A Placee's commitment to acquire a fixed number of Placing Shares with Warrants under the Placing will be agreed orally with Panmure Gordon and a contract note will be despatched as soon as possible thereafter. Such agreement will constitute a legally binding commitment on such Placee's part to acquire that number of Placing Shares at the Placing Price on the terms and conditions set out or referred to in the Appendix and subject to the Company's Articles of Association.

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent trade confirmations in accordance with the standing arrangements in place with Panmure Gordon, stating the number of Placing Shares allocated to it at the Placing Price and the number and key terms of the Warrants, the aggregate amount owed by such Placee to Panmure Gordon and settlement instructions.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with Panmure Gordon. Settlement should be through Panmure Gordon against CREST ID: 83801. For the avoidance of doubt, it is anticipated that Placing allocations will be booked with a trade date of 19 January 2017 and settlement date of 25 January 2017.

The Company will deliver the Placing Shares to the CREST accounts operated by Panmure Gordon as agent for the Company and Panmure Gordon will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of relevant Placing Shares to that Placee against payment. The Placing Shares will be held as nominee for the relevant Placee.

It is expected that settlement of the Placing Shares will take place on 25 January 2017, on a delivery versus payment basis.

The Company will deliver certificates for the Warrants to Placees in accordance with the certificated settlement instructions that each Placee has in place with Panmure Gordon.

Interest is chargeable daily on payments not received from the Placees on the due date in accordance with the arrangements set out above at the rate of four per cent. per annum above the base lending rate of the Bank of England, as determined by Panmure Gordon.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares and Warrants allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares and Warrants on such Placee's behalf.

If Placing Shares and Warrants are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares and Warrants are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares and Warrants should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

References in these Representations and Warranties to "Placing Shares" shall be deemed to include the Warrants as the context may require.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) acknowledges, undertakes, represents, warrants and agrees (as the case may be) with Panmure Gordon and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

That it:

1. represents and warrants that it has read this Announcement, including the Appendix, in its entirety and that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. acknowledges that it has received this Announcement solely for its use and has not redistributed or duplicated it;

3. acknowledges and agrees that no offering document, prospectus or admission document has been or will be prepared in connection with the Placing and represents and warrants that it has not received a prospectus, admission document or other offering document in connection with the Placing or the Placing Shares;

4. acknowledges that its participation in the Placing shall also be subject to the provisions of the Placing Agreement and the memorandum and articles of association of the Company in force both before and immediately after Admission;

5. acknowledges that the ordinary shares in the capital of the Company are admitted to trading on AIM and on the alternative exchange of the JSE, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and the JSE (collectively, the "Exchange Information"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such Exchange Information without undue difficulty and is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

6. acknowledges that neither Panmure Gordon nor the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than this Announcement; nor has it requested any of Panmure Gordon, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;

7. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither Panmure Gordon nor any person acting on its behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Panmure Gordon or the Company or their respective affiliates and neither Panmure Gordon nor the Company nor their respective affiliates will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

8. represents and warrants that it has neither received nor relied on any inside information (as defined in section 118C of the Financial Services and Markets Act 2000, as amended ("FSMA")) concerning the Company in accepting this invitation to participate in the Placing;

9. acknowledges that neither Panmure Gordon nor any person acting on its behalf nor any of their respective affiliates has or shall have any liability for any publicly available or filed information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

10. represents and warrants that it has complied with its obligations under the Criminal Justice Act 1993, section 118 of FSMA and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering Regulations 2007 and MAR (the "Regulations") and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

11. if a financial intermediary, as that term is used in Article 3(2) of EU Directive 2003/71/EC, as amended (the "Prospectus Directive") (including any relevant implementing measure in any member state), represents and warrants that the Placing Shares subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of Panmure Gordon has been given to the proposed offer or resale;

12. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

13. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive;

14. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

15. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

16. represents and warrants that it is a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom this Announcement may otherwise be lawfully communicated;

17. acknowledges that any offer of Placing Shares may only be directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and represents and agrees that it is such a qualified investor;

18. represents and warrants that it and any person acting on its behalf is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations, and that its subscription of the Placing Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise.

19. acknowledges and agrees that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, or the relevant Canadian, Japanese, Australian or Irish securities legislation and therefore the Placing Shares may not be offered, sold, transferred or delivered directly or indirectly into the United States, Canada, Japan, Australia or the Republic of Ireland or their respective territories and possessions, except subject to limited exemptions;

20. warrants that it has complied with all relevant laws of all relevant territories, obtained all requisite governmental or other consents which may be required in connection with the Placing Shares, complied with all requisite formalities and that it has not taken any action or omitted to take any action which will or may result in Panmure Gordon, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any territory in connection with the Placing;

21. acknowledges and agrees that its purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or any other report with respect to such purchase; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

22. undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Panmure Gordon may in its discretion determine and without liability to such Placee;

23. acknowledges that neither Panmure Gordon nor any of its affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Panmure Gordon for the purposes of the Placing and that neither Panmure Gordon has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

24. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither Panmure Gordon nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and Panmure Gordon in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of Panmure Gordon who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

25. acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, Placing dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Panmure Gordon in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

26. acknowledges that Panmure Gordon and its affiliates will rely upon the truth and accuracy of the representations, warranties and acknowledgements set forth herein and which are irrevocable and it irrevocably authorises Panmure Gordon to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

27. agrees to indemnify on an after tax basis and hold the Company and Panmure Gordon and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in the Appendix and further agrees that the provisions of the Appendix shall survive after completion of the Placing;

28. represents and warrants that it will acquire any Placing Shares subscribed for by it for its account or for one or more accounts as to each of which it exercises sole investment Placing discretion and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

29. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the relevant contract notes will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and Panmure Gordon. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that the Placing Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither of the Company, nor Panmure Gordon shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Panmure Gordon accordingly;

30. understands that no action has been or will be taken by any of the Company, Panmure Gordon or any person acting on behalf of the Company or Panmure Gordon that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction where any such action for that purpose is required;

31. in making any decision to subscribe for the Placing Shares, confirms that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further confirms that it is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing. It further confirms that it relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved;

32. represents and warrants that it has (a) made its own assessment and satisfied itself concerning legal, regulatory, tax, business and financial considerations in connection herewith to the extent it deems necessary; (b) had access to review publicly available information concerning the Company that it considers necessary or appropriate and sufficient in making an investment decision; (c) reviewed such information as it believes is necessary or appropriate in connection with its subscription of the Placing Shares; and (d) made its investment decision based upon its own judgment, due diligence and analysis and not upon any view expressed or information provided by or on behalf of Panmure Gordon;

33. understands and agrees that it may not rely on any investigation that Panmure Gordon or any person acting on its behalf may or may not have conducted with respect to the Company, or the Placing and Panmure Gordon has not made any representation to it, express or implied, with respect to the merits of the Placing, the subscription for the Placing Shares, or as to the condition, financial or otherwise, of the Company, or as to any other matter relating thereto, and nothing herein shall be construed as a recommendation to it to subscribe for the Placing Shares. It acknowledges and agrees that no information has been prepared by Panmure Gordon for the purposes of this Placing;

34. accordingly it acknowledges and agrees that it will not hold Panmure Gordon or any of its affiliates or any person acting on its behalf responsible or liable for any misstatements in or omission from any publicly available information relating to the Company or information made available (whether in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") and that neither Panmure Gordon nor any person acting on behalf of Panmure Gordon makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information; and

35. understands that the Placing Shares have not been and will not be, and no Ordinary Shares issued as a result of the exercise of a Warrant will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold or otherwise transferred in the United States except pursuant to a registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act and, in connection with any such transfer, the Company shall be provided, as a condition to transfer, with a legal opinion of counsel, in form and by counsel reasonably satisfactory to the Company, that no such Securities Act registration is or will be required and with appropriate certifications by the transferee as to appropriate matters.

The foregoing representations, warranties and confirmations are given for the benefit of the Company and Panmure Gordon.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that either Panmure Gordon or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

All times and dates in this Announcement may be subject to amendment. Panmure Gordon shall notify the Placees and any person acting on behalf of the Placees of any changes.

The past performance of the Company and its securities is not, and should not be relied on as a guide to the future performance of the Company and its securities. Persons needing advice should consult an independent financial adviser.

Definitions

 
 "Admission"                 admission of the Placing Shares 
                              to AIM and such admission 
                              becoming effective in accordance 
                              with Rule 6 of the AIM Rules 
                              for Companies; 
 "AIM"                       the AIM Market of the London 
                              Stock Exchange plc; 
 "AIM Rules for Companies"   the AIM Rules for Companies 
                              and including, where applicable, 
                              any guidance notes published 
                              by the London Stock Exchange 
                              from time to time; 
 "AltX"                      the Alternative Exchange of 
                              the JSE; 
 "Announcement"              this announcement in its entirety; 
 "Articles"                  the articles of association 
                              of the Company in force on 
                              the date hereof; 
 "Board" or "Directors"      the directors of the Company, 
                              or any duly authorised committee 
                              thereof; 
 "Company"                   DiamondCorp plc; 
 "CREST"                     the computerised settlement 
                              system (as defined in the 
                              CREST Regulations) operated 
                              by Euroclear which facilitates 
                              the transfer of title to shares 
                              in uncertificated form; 
 "CREST Regulations"         the Uncertificated Securities 
                              Regulations 2001 (SI 2001/3755) 
                              including any enactment or 
                              subordinate legislation which 
                              amends or supersedes those 
                              regulations and any applicable 
                              rules made under those regulations 
                              or any such enactment or subordinate 
                              legislation for the time being 
                              in force; 
 "Euroclear"                 Euroclear UK & Ireland Limited, 
                              a company incorporated in 
                              England & Wales with registered 
                              number 02878738, being the 
                              operator of CREST; 
 "FCA"                       the Financial Conduct Authority 
                              in its capacity as the competent 
                              authority for the purposes 
                              of Part VI of FSMA; 
 "FSMA"                      the Financial Services and 
                              Markets Act 2000 (as amended); 
 "Group"                     the Company together with 
                              its subsidiaries from time 
                              to time; 
 "JSE"                       the JSE Limited (registration 
                              number 2005/022939/06), a 
                              public company duly registered 
                              and incorporated under the 
                              company laws of South Africa, 
                              licensed as an exchange under 
                              the Financial Markets Act 
                              2012; 
 "LDM"                       Lace Diamond Mine (Pty) Limited; 
 "London Stock Exchange"     London Stock Exchange plc; 
 "Ordinary Shares"           the ordinary shares of 0.1 
                              pence each in the capital 
                              of the Company; 
 "Panmure Gordon"            Panmure Gordon (UK) Limited; 
 "Placing"                   the placing of the Placing 
                              Shares each with one Warrant 
                              attached at the Placing Price 
                              pursuant to the terms of the 
                              Placing Agreement; 
 "Placing Agreement"         the conditional agreement 
                              dated 13 January 2017 between 
                              the Company and Panmure Gordon 
                              relating to the Placing, further 
                              details of which are set out 
                              in this Announcement; 
 "Placing Price"             the price at which the Placing 
                              Shares are to be placed as 
                              will be agreed between the 
                              Company and Panmure Gordon; 
 "Placing Shares"            the Placing Shares to be issued 
                              by the Company and subscribed 
                              for pursuant to the Placing; 
 "Prospectus Rules"          the prospectus rules of the 
                              FCA 
 "Regulation S"              Regulation S as promulgated 
                              under the Securities Act; 
 "Securities Act"            the United States Securities 
                              Act of 1933, as amended; 
 "Shareholders"              holders of Ordinary Shares, 
                              from time to time. 
 "UK" or "United Kingdom"    the United Kingdom of Great 
                              Britain and Northern Ireland; 
 "uncertificated" or "in     recorded on the relevant register 
  uncertificated form"        of the share or security concerned 
                              as being held in uncertificated 
                              form in CREST and title to 
                              which, by virtue of the CREST 
                              Regulations, may be transferred 
                              by means of CREST; 
 "US"                        the United States of America, 
                              its territories and possessions, 
                              any state of the United States 
                              of America and the district 
                              of Columbia and all other 
                              areas subject to its jurisdiction; 
 "US Person"                 bears the meaning ascribed 
                              to such term by Regulation 
                              S; 
 "US$"                       the lawful currency of the 
                              US from time to time; 
 "Warrant"                   a warrant to subscribe for 
                              one Ordinary Share exercisable 
                              at an expected price of 1 
                              pence during the period commencing 
                              on 1 November 2017 and expiring 
                              on 30 June 2019 on the terms 
                              of a warrant instrument to 
                              shortly be executed by the 
                              Company; 
 "ZAR"                       the lawful currency of the 
                              Republic of South Africa from 
                              time to time; and 
 "GBP"                       pounds sterling, the lawful 
                              currency of the UK from time 
                              to time. 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCXXLFFDFFXBBE

(END) Dow Jones Newswires

January 13, 2017 08:37 ET (13:37 GMT)